UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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SCHEDULE 14A
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March 15, 2019
Lantheus 2022 Proxy Statement |
To Our Stockholders:Dear Stockholder
We cordially invite you to attend Lantheus Holdings, Inc.’s 20192022 Annual Meeting of Stockholders, to be held on Wednesday,Thursday, April 24, 201928, 2022 at 11:10:00 a.m. (Eastern Time) at the DoubleTree—Bedford Glen, locatedWellesley Room at 44 Middlesex Turnpike, Bedford,the Hilton Boston Logan Airport Hotel, One Hotel Drive, Boston, MA 01730.02128, US. The meeting will also be hosted in virtual format via the Internet. You will be able to attend the meeting virtually and vote and submit questions by visiting and registering at 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. 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
Lantheus 2022 Proxy Statement |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERSA Message from Our CEO
March 18, 2022
Dear Stockholder,
This is the first year I am writing a stockholder letter to you, and it’s a tradition that I intend to continue in order to share insights into our business. It’s my hope that we are finally navigating what is the end of the pandemic. Over the past two years, all companies have been challenged to create a “new normal,” and we have been no exception. Despite these challenges, I am very pleased to report that thanks to the persistence and dedication of our team, our business is flourishing, and we continue to positively serve and impact an increasing number of patients. Building on more than 60 years of life-changing science and innovations, Lantheus continues to change the way clinicians Find, Fight and Follow disease and deliver on our purpose to empower healthcare professionals to deliver better patient outcomes.
Executing on Our Strategy
2021 was a year of significant achievements for Lantheus. We executed on our strategy to accelerate growth, diversify our commercial and development portfolios, and position Lantheus as a category leader in the markets we serve. We obtained FDA approval for and successfully launched PYLARIFY® (piflufolastat F 18), our PSMA-targeted PET imaging agent for prostate cancer. We quickly followed the PYLARIFY approval with FDA clearance for PYLARIFY AI™, our artificial intelligence-enabled PSMA digital application, which we launched in late November. We also delivered another solid year of revenue and market leadership for DEFINITY® (perflutren lipid microsphere), our ultrasound enhancing agent.
We believe that product opportunities in cancer—both diagnostic and therapeutic—will be critical to our future success, and we are committed to further augmenting our commercial portfolio with revenue opportunities of a similar magnitude as DEFINITY and PYLARIFY, either through strategic transactions or internal development.
Continuing Top Tier Financial Performance
In 2021, we delivered record revenue—up more than 25% over 2020—even against a backdrop of the continuing challenge of the pandemic in the U.S. healthcare delivery market. With the divestiture of our Puerto Rico assets, we changed our reporting segments from U.S. and International to a single reporting segment and grouped our revenue into three categories: 1) Precision Diagnostics, 2) Radiopharmaceutical Oncology, and 3) Strategic Partnerships and Other Revenue. The products in our Precision Diagnostic category assist healthcare professionals (HCPs) Find and Follow diseases in non-oncologic conditions. Our Radiopharmaceutical Oncology diagnostic and therapeutic products help HCPs Find, Fight and Follow cancer. Our Strategic Partnerships focus on facilitating precision medicine through the use of biomarkers, digital solutions and radiotherapeutic platforms, and this category also includes royalty revenue from RELISTOR. In 2021, revenue in each of our categories grew: Precision Diagnostics, led by DEFINITY sales of $232.8 million, increased 10.5%; Radiopharmaceutical Oncology, led by PYLARIFY sales of $43.4 million, increased by 387.8%; and Strategic Partnerships and Other Revenue, led by RELISTOR royalties, increased by 115.2%.
Operating Our Business Sustainably
Because our industry operates as a global ecosystem, we recognize that our actions inevitably impact more than just our customers and patients. In order to continue to prosper as a company, we must acknowledge our responsibility to focus on key environmental, social and governance (ESG) topics and take meaningful steps to do so. This includes preserving the environment, embracing diversity and inclusion, adhering to a strong culture of compliance and ethics, and supporting our communities. Operating with this mindset benefits our customers, our employees, the communities we operate in and serve and our stockholders.
Lantheus 2022 Proxy Statement |
In addition to taking responsibility for how our business impacts the environment, we recognize how the physical and mental health of our workforce influences the vibrancy of our communities, as well as our success as a company. Part of the “new normal” that we have created during the pandemic has included a pivot to the “Workplace of the Future.” We have embraced remote work where desired and possible without impacting our operations and we have implemented attractive compensation packages to counter the “Great Resignation” and retain and grow our teams. In addition, to create one “family” following the completion of the Progenics acquisition, we invested, with significant input from our employees, in launching an updated corporate Purpose and set of Values that embody the beliefs of our combined company.
As part of living our Values, we are working toward a diverse and inclusive workforce. As a female CEO, I am proud that more than 50% of employees with titles of Vice Presidents and higher at Lantheus are women, and approximately 46% of our total employee population is female. In addition, women comprise a full one-third of our Board of Directors. To further support our diversity and inclusion efforts, in 2021 we launched two Employee Resource Groups (ERGs) that support employees by encouraging an appreciation for the value and impact of an inclusive organization. These groups are employee-led and focus on engagement, education to promote cultural awareness and communication, mentoring, and professional development. I firmly believe that our focus on a thriving and competitive workforce is critical to continuing our growth through 2022 and beyond.
Driving Sustainable Stockholder Value
In 2021, we remained focused on driving stockholder value, including delivering a 114% annual return on Lantheus’ share price and enhancing stockholder voice with new proxy access provisions in our corporate bylaws.
In 2022, we look to further solidify PYLARIFY as the PSMA PET imaging agent of choice in the U.S. prostate cancer community, maintain market leadership with our microbubble franchise, execute strategic transactions in line with our portfolio objectives, deliver on our financial objectives and attract the needed human talent to Lantheus that will thrive in our culture. I am confident that focusing on these corporate objectives will allow us to continue to drive sustainable stockholder value.
In closing, I would like to thank the members of our Board of Directors for their intellect, insight and experience and their ongoing oversight and support. Most importantly, I would like to recognize and thank all Lantheus employees for their dedication and commitment to our patients and their unfailing passion to Find, Fight and Follow disease to deliver better patient outcomes. Whether it’s the people we work with or the patients we serve, we never forget that someone’s health is in our hands.
Sincerely,
Mary Anne Heino
President and Chief Executive Officer
Lantheus 2022 Proxy Statement |
Notice of annual meeting of stockholders
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We are holding our 2019 Annual Meeting of Stockholders for the following purposes, which are described in more detail in the proxy statement, to:Items of Business
1. |
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2. | The approval, on an advisory basis, of the compensation paid to our named executive officers (commonly referred to as “say-on-pay”).
3. The approval of an amendment to the Lantheus Holdings, Inc. 2015 Equity Incentive Plan to increase the number of |
5. The stockholder proposal regarding proxy access. | ||||
Your vote is important Make sure your shares of Common Stock are represented. If you hold your shares in your own name as a holder of record with our transfer agent, Computershare, you may authorize that your shares be voted at the Annual Meeting in one of the following ways: **If you hold your shares through a bank, broker or other nominee please refer to instructions provided by your bank, broker or other nominee on how to submit your vote. | At the meeting, we will also transact any other business as may properly come before the meeting or any adjournment or postponement thereof. The Board recommends that you vote: • “FOR”each director nominee included in Proposal 1 • “FOR”each of Proposals 2, 3 and 4 • “AGAINST”Proposal 5 The full text of these proposals is set forth in the accompanying proxy statement. Registered stockholders of the Company as of the close of business on the record date are eligible to vote at the meeting. We recommend that you review the further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy under the heading “Questions and Answers about the Annual Meeting” on page 78 of the proxy statement. By order of the Board of Directors, Daniel M. Niedzwiecki Senior Vice President, General Counsel March 18, 2022 | |||
Internet Go To www.proxypush.com/LNTH • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote | ||||
Telephone Call 1-866-240-5317 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions | ||||
• Mark, sign and date your proxy card • Fold and return your Proxy Card in the postage-paid envelope provided | ||||
QR Code | ||||
The mailing of the Notice of Internet Availability of Proxy Materials to our stockholders is scheduled to begin on or about March 18, 2022. |
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, 2019 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”) instead of paper copies of our proxy materials and our 2018 Annual Report on Form10-K. The Notice contains instructions on how to access those documents and to cast your vote via the Internet. 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. Duffy
Senior Vice President, General Counsel and Secretary
March 15, 2019
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Stockholders to be held on April 24, 2019.
The Lantheus Holdings, Inc. Proxy Statement and Annual Report are available at http://www.proxydocs.com/lnth.
Lantheus 2022 Proxy Statement | Table of Contents |
TABLE OF CONTENTSTable of Contents
Lantheus 2022 Proxy Statement | Table of Contents |
Lantheus 2022 Proxy Statement | Matters To Be Voted Upon | 1 |
PROXY STATEMENT
2019 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 24, 2019
GENERAL INFORMATIONMatters To Be Voted Upon
The Board of Directors (the “Board”) is making this proxy statement availablefollowing table summarizes the proposals to you onbe voted upon at 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 20192022 Annual Meeting of Stockholders of Lantheus Holdings, Inc. (“Lantheus” or the “Company”, “we” or “our”) to be held on Wednesday, April 24, 2019 at 11:00 a.m. (Eastern Time) at the DoubleTree—Bedford Glen, located at 44 Middlesex Turnpike, Bedford, MA 01730, and any adjournment or postponement of that meeting28, 2022 (the “Annual Meeting”). If you requested printed versions of these materials by mail, they will also include a proxy card for the Annual Meeting.
Pursuant to rules adopted by the Securities and Exchange Commission (“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”) 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.
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON APRIL 24, 2019:
This Proxy Statement, the accompanying proxy card or voting instruction card and
our 2018 Annual Report on Form10-K are each available at http://www.proxydocs.com/lnth.
In this proxy statement, unless the context requires otherwise, the words “Lantheus,” “Company,” “we,” “us” and “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 and (if you request paper copies) a proxy card/Board’s voting instruction form.
What items will be voted on at the Annual Meeting and how does the Board of Directors recommend that I vote?
There are three proposalsrecommendations with respect to be voted on at the Annual Meeting, to:each proposal.
| Required Approval | Board Recommendation | Page Reference | |||
1. The election of three Class I directors to |
FOR each nominee | 15 | |||||
| No vote is required for approval, as this is an advisory vote. | FOR | 32 | |||
3. The approval of an amendment to the Lantheus Holdings, Inc. 2015 Equity Incentive Plan to increase the number of |
FOR | 63 | |||||
| A majority of the votes properly cast. | FOR | 72 | |||
5. The stockholder proposal regarding proxy access. | A majority of the votes properly cast. | AGAINST | 75 |
We are an established leader and restated bylaws require that we receive advance notice of any proposalsfully integrated provider committed to be brought before the Annual Meeting byinnovative imaging diagnostics, targeted therapeutics, and artificial intelligence solutions to Find, Fight and Follow serious medical conditions. We classify our stockholders. We have not received any such proposals. 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.
The Board of Directors recommends that you vote
“FOR” each of the nomineesproducts in Proposal 1three categories: Precision Diagnostics, Radiopharmaceutical Oncology, and
“FOR” Proposals 2 Strategic Partnerships and 3.
Who may vote at the meeting?
Holders of shares of our common stock (“Shares”) as of the close of business on February 26, 2019 (the “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 38,628,501 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.
What vote is required for each proposal?Other revenue.
Under Delaware lawOur leading Precision Diagnostic products assist healthcare professionals Find and our 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. 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.”
The approval of an amendment to the Lantheus Holdings, Inc. 2015 Equity Incentive Plan to increase the number of Shares reserved for issuance will be determined by a majority of the votes cast.Follow diseases in non-oncologic conditions.
The ratification of the Company’s independent registered public accounting firm will be determined by a majority of the votes cast.Our Radiopharmaceutical Oncology diagnostics and therapeutics help healthcare professionals Find, Fight and Follow cancer.
How are abstentions
Our Strategic Partnerships and brokernon-votes counted?
Abstentions (that is, Shares present atOther revenue category focuses on facilitating precision medicine through the meeting in person or by proxy that are voted “ABSTAIN”)use of biomarkers, digital solutions and brokernon-votes (explained below) are counted for the purposeradiotherapeutic platforms, and also includes royalty revenue from our license of establishing the presenceRELISTOR.
The mailing address of a quorum, but are not counted as votes cast “FOR” or “AGAINST.”
Whatour principal executive offices 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 of 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 owner of 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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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 the Internet or by telephone or by attending and voting in person at the Annual Meeting.
Street name stockholders who wish to change their votes should contact the organization that holds their Shares.01862.
If
Lantheus 2022 Proxy Statement | Corporate Governance | 2 |
We own or have the rights to various trademarks, service marks and trade names, including, among others, the following: AZEDRA®, AZEDRA Service Connection®, Cardiolite®, DEFINITY®, DEFINITY RTTM, EXINI®, Find, Fight and Follow®, Find > Fight > FollowTM, Lantheus®, Lantheus Medical Imaging®, LUMINITY®, Molecular Insight®, NEUROLITE®, Progenics®, Progenics Pharmaceuticals®, PYLARIFY®, PYLARIFY AITM, TechneLite®, VIALMIX®, and VIALMIX RFID® referred to in this Proxy Statement. Solely for convenience, we refer to trademarks and service marks in this Proxy Statement without the TM, SM and ® symbols. Those references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights to our trademarks and service marks. Each trademark, trade name or service mark of any other company appearing in this Proxy Statement is, to our knowledge, owned by that other company.
Our Board is responsible for providing governance and oversight over the strategy, operations and management of the Company. Our Board oversees our senior management, to whom it has delegated the authority to manage the day-to-day operations of the Company. Our Board has adopted Corporate Governance Guidelines and Principles, Board committee charters, a Company Code of Conduct and Ethics and a Supplemental Code of Ethics, all of which are available on the Corporate Governance section of our Investor Relations website at http://investor.lantheus.com. These principles, charters and codes, together with our Certificate of Incorporation (our “Charter”) and our amended and restated bylaws (our “Bylaws”), form the governance framework for our Board and its committees. Our Board regularly (and at least annually) reviews its Corporate Governance Guidelines and Principles and other corporate governance documents and from time to time revises them when our Board believes it serves the interests of the Company and our stockholders to do so, and in response to changing regulatory and governance requirements and best practices. For example, we adopted a market-standard proxy access Bylaw in 2021. The following sections provide an overview of our corporate governance structure, including director independence and other criteria we use in selecting director nominees, our Board leadership structure and the responsibilities of our Board and each of its committees.
Corporate Governance Practices
We are committed to strong corporate governance practices because we believe they establish an environment of accountability for our Board and our management and otherwise promote the long-term interests of our stockholders. Over the years, our Board has evolved our practices in the interests of our stockholders. In previous years, we amended our Charter to eliminate certain supermajority voting requirements and to permit holders of at least a majority of our common stock to call special meetings of the stockholders. In 2021, our Board amended and restated our Bylaws to implement a market-standard proxy access right for our stockholders. Pursuant to our proxy access Bylaw and subject to certain requirements, a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years is permitted to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of our Board. Our Charter, Bylaws and governance practices and policies include, among other things, the following:
Proxy access right | Eligible stockholders may (subject to certain requirements) include their own qualified director nominees in our proxy materials. | |
Authority to call special meetings | Stockholders holding a majority of our outstanding shares of common stock (“Shares”) have the right to convene a special meeting. | |
No stockholder rights plan (“poison pill”) | We do not have a poison pill. | |
Majority Vote Policy | Any director in an uncontested election that does not receive votes cast “FOR” her or his election or re-election in excess of 50% of the number of votes used for purposes of establishing the presence of a quorum is required to tender her or his resignation (subject to the acceptance by our Board). | |
Independent Board | All of our directors are independent, except for our Chief Executive Officer (“CEO”). |
Lantheus 2022 Proxy Statement | Corporate Governance | 3 |
100% independent Board committees | Each of our five Board committees – Audit, Compensation, Nominating and Corporate Governance, Finance and Strategy, and Science and Technology – consists solely of independent directors. Each committee operates under a written charter that is reviewed annually and updated when appropriate. | |
Strong independent Chairman of the Board, elected by the independent directors | We have an independent Chairman of the Board who has comprehensive duties that are set forth in our Corporate Governance Guidelines and Principles, including leading private executive sessions of the Board, where independent directors meet without management present. | |
Annual Board and committee evaluations and self-assessments | Each year, our Board and each of our Board committees conduct formal Board and Board committee evaluations and self-assessments to assess their performance and effectiveness. The Board also examines what experience and skill sets, if any, would be desirable to add, whether through third-party experts or new directors. | |
Board diversity policy | In selecting qualified candidates to serve as directors, we consider a range of matters of diversity including race, gender, ethnicity, culture, thought, geography, education and competencies intended to ensure that the Board, as a whole, reflects a range of viewpoints, backgrounds, skills, experience and expertise. Any decisions are ultimately made based on merit and the expected contribution that selected candidates will bring to the Board. | |
Director over-boarding policy | Our directors may not serve on the boards of more than five public companies (including our Board), and directors who are chief executive officers of public companies may not serve on the boards of more than two other public companies, in addition to our Board. | |
Board oversight of environmental, social and governance (“ESG”) initiatives | Our Nominating and Corporate Governance Committee has primary Board responsibility for our ESG initiatives and regularly interacts with our CEO and management team on relevant issues. | |
Board oversight of strategy and risk | Our Board actively oversees our corporate strategy and enterprise risk management programs, including those relating to cybersecurity and data privacy risks. | |
Active stockholder engagement | We regularly engage with our stockholders to better understand their perspectives. | |
Company Code of Conduct and Ethics (“Code of Conduct”) | We have a Code of Conduct that is applicable to all employees and all members of the Board, and a Supplemental Code of Conduct that is applicable to certain members of our management team involved in preparing financial statements and public disclosure. These codes, as well as the Company’s more targeted policies, reinforce our core values and help drive our culture of compliance, ethical conduct and accountability. There were no waivers of any of our codes in 2021. |
Lantheus 2022 Proxy Statement | Corporate Governance | 4 |
Director and executive officer equity ownership and retention requirements | Under our Stock Ownership and Retention Guidelines: • our CEO is required to hold Shares with a value equal to at least three times her base salary; • each of our other executive officers, including our named executive officers, is required to hold Shares with a value equal to at least one times his or her base salary; and • each director is required to hold Shares having a value equal to three times the value of the annual director cash retainer. These ownership requirements must be satisfied within five years of becoming subject to the guidelines. | |
Prohibition on hedging or pledging of company stock | Our directors and all employees are prohibited from entering into hedging transactions and from pledging Shares. |
The Board is responsible for overseeing the management of our business and is currently comprised of nine directors, each of whom is elected to serve in her or his position until her or his next election and until her or his successor is duly elected and qualified.
Our Charter divides the Board into three classes (Class I, hold SharesClass II and Class III), with one class being elected at each annual meeting of stockholders. Each director serves a three-year term, with terms staggered according to class. Any additional directorships resulting from an increase in street namethe number of directors or a vacancy may be filled by the directors then in office.
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 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.
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.
Eight out of nine members of the Board are 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, the independence of each director, and considered whether any director has a material relationship with the Company that could compromise her or his ability to exercise independent judgment in carrying out her or his responsibilities. The Board in consultation with legal counsel has affirmatively determined that each of its directors, other than our chief executive officer, is an “independent director” under the Nasdaq rules and Exchange Act Rule 10A-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 her or his responsibilities as a director of the Company.
Lantheus 2022 Proxy Statement | Corporate Governance | 5 |
The Board has the authority to appoint committees to perform certain Board-delegated duties. Currently, the Board has five committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Finance and Strategy Committee and the Science and Technology Committee. The Board has adopted written charters for each committee, copies of which are available on the Corporate Governance section of our Investor Relations website at http://investor.lantheus.com.
Name | Director Since | Board of Directors | Class | Expiration of Term and Annual Meeting of Stockholders | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Finance and Strategy Committee | Science and Technology Committee | |||||||||
Brian Markison | Sept. 2012 | Chairperson | III | 2024 | Chairperson | Member | ||||||||||||
Mary Anne Heino | Aug. 2015 | Member | I | 2022 | ||||||||||||||
Minnie Baylor-Henry | March 2022 | Member | II | 2023 | Member | Member | ||||||||||||
Gérard Ber | June 2020 | Member | I | 2022 | Member | Member | ||||||||||||
Samuel Leno | May 2012 | Member | I | 2022 | Chairperson | Member | Member | |||||||||||
Heinz Mäusli | June 2020 | Member | II | 2023 | Member | Member | Member | |||||||||||
Julie McHugh | Jan. 2017 | Member | II | 2023 | Member | Chairperson | ||||||||||||
Gary J. Pruden | Feb. 2018 | Member | III | 2024 | Member | Chairperson | Member | |||||||||||
Dr. James H. Thrall | Feb. 2019 | Member | III | 2024 | Member | Chairperson |
Lantheus 2022 Proxy Statement | Corporate Governance | 6 |
Audit Committee | ||
Members Samuel Leno (Chair) Heinz Mäusli Gary J. Pruden All Independent | 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 auditor’s qualifications, engagement, compensation and independence; • the performance of our independent auditors and our internal audit function; • our legal and regulatory 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 comprised of Messrs. Leno, Mäusli and Pruden. 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 Securities and Exchange Commission (the “SEC”) and Nasdaq rules and has “financial sophistication” as defined under the Nasdaq rules. The 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 Regulation S-K. In addition, Mr. Mäusli 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 | ||
Members Gary J. Pruden (Chair) Minnie Baylor-Henry Gérard Ber Julie McHugh All Independent | 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 administration of our equity and cash incentive compensation plans; and • the succession planning for senior management (other than the CEO). The Compensation Committee is currently comprised of Mr. Pruden, Ms. Baylor-Henry, Dr. Ber and Ms. McHugh. Mr. Pruden 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. 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. |
Lantheus 2022 Proxy Statement | Corporate Governance | 7 |
Nominating and Corporate Governance Committee | ||
Members Julie McHugh (Chair) Samuel Leno Heinz Mäusli Dr. James H. Thrall All Independent | 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 ESG and sustainability 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 Ms. McHugh, Messrs. Leno and Mäusli and Dr. Thrall. Ms. McHugh serves as the Chairperson. The Board has affirmatively determined 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. | |
Finance and Strategy Committee
Members Brian Markison (Chair) Samuel Leno Heinz Mäusli Gary Pruden All Independent | The primary purpose of the Finance and Strategy Committee is to: • oversee and make recommendations to the Board about the strategic plan of the Company; • review and make recommendations to the Board about strategic transactions; • oversee the financing activities of the Company; and • review and make recommendations to the Board about the financing plans, strategies and instruments of the Company. The Finance and Strategy Committee is currently comprised of Messrs. Markison, Leno, Mäusli and Pruden. Mr. Markison serves as the Chairperson. |
Lantheus 2022 Proxy Statement | Corporate Governance | 8 |
Science and Technology Committee
Members Dr. James H. Thrall (Chair) Minnie Baylor-Henry Dr. Gérard Ber Brian Markison All Independent | The primary purpose of the Science and Technology Committee is to: • advise on scientific, technological, medical, regulatory and intellectual property matters, including with respect to the Company’s strategic plan and material business development opportunities; • monitor and evaluate issues, developments and trends related to the Company’s scientific, technological, medical, regulatory and intellectual property matters; • advise on our intellectual property portfolio and strategy, including through potential collaborations and acquisitions; and • assist the Audit Committee and the Board in overseeing our enterprise risk management in areas related to our scientific, technological, medical, regulatory and intellectual property matters. The Science and Technology Committee is currently comprised of Dr. Thrall, Ms. Baylor-Henry, Dr. Ber and Mr. Markison. Dr. Thrall serves as the Chairperson. |
Board and Committee Evaluations and Self-Assessments
Each year, our Board and each of its committees conduct formal evaluations and self-assessments to evaluate their performance and effectiveness and to examine what experience and skill sets, if any, would be desirable to add, whether through third-party experts or new directors. 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 broker, cancomprehensive questionnaire to assess that member’s own performance and skills and the broker vote my sharesperformance of the Board and any 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 me?and reviewed by the Chairperson of the Nominating and Corporate Governance Committee and then discussed with that Committee and the Board.
If you hold your SharesCodes of Conduct
Our Code of Conduct is 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 the non-employee directors on the Board. We also have a Supplemental Code of Conduct that is applicable to certain members of our management team involved in street namepreparing financial statements and you do not vote,public disclosure. Our Code of Conduct and our Supplemental Code of Ethics are available on the brokerCorporate 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 2021.
The Company’s management is primarily responsible for the day-to-day management of the Company. However, the Board believes that oversight of risk management is one of its fundamental responsibilities and has delegated to its committees oversight and management of specific risks, on 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 information technology systems, processes and data, including physical security and cybersecurity. These responsibilities include reviewing and discussing with the Company’s management its policies and processes relating to risk assessment and risk management. The Compensation Committee is responsible for reviewing compensation-related risks and non-CEO senior management succession planning. The Nominating and Corporate Governance Committee is responsible for oversight of the Company’s corporate governance, CEO succession planning and ESG initiatives. The Finance and Strategy Committee is responsible for oversight of the Company’s capital structure, capital markets and, and transaction-related risks. The Science and Technology Committee is responsible for advising on scientific, technological, medical, regulatory and intellectual property risks related to the Company’s existing products, clinical development programs and business 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.
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Oversight of Cybersecurity and Data Privacy Risks
With respect to cybersecurity risks, the Company has invested and continues to invest in new information and cybersecurity services and technologies and provides employee comprehensive awareness training around phishing, malware and other organization holding your Shares can votecybersecurity risks, all in a manner reasonably intended to protect the Company against cybersecurity risks and security breaches.
Oversight of COVID-19 Risks
The risk landscape associated with the COVID-19 pandemic has been, and continues to be, discussed with the full Board as well as each of the Board committees, as appropriate. Over the course of 2021, management regularly updated our directors on certain “routine” proposals but cannot votethe pandemic’s impacts to our employees, our business, our customers and our suppliers and the strategic, operational and financial risks associated with the pandemic. Discussions with the Board and committees have included, among other topics, business resilience and continuity, employee health and safety (such as remote working, vaccination requirements, and safe return to office guidelines), technology and cybersecurity, changing customer expectations, supporting our broader community, employee retention and recruitment and talent management. Management continues to report to the Board on other proposals.its response to the pandemic and intends to identify new risks as they may arise in light of the continuing effects of the COVID-19 pandemic.
Operating Our Business Sustainably and Responsibly
We believe that preserving the environment, embracing diversity and inclusion, adhering to a strong culture of compliance and ethics, and supporting our communities, helps us operate our business sustainably, which benefits:
Proposal 1 (electionour loyal customers who use our products over the span of Class I directors) is not considered a “routine” proposal. If you hold Shares in street namemany years and do not vote on Proposal 1, then your Shares will be counted as “brokernon-votes” for that proposal.who are an important competitive advantage,
Proposal 2 (amendmentour employees—many long-tenured—who embrace our well-paying jobs and inspiring corporate purpose and values and who are one of the Lantheus Holdings, Inc. 2015 Equity Incentive Plan) is not considered a “routine” proposal. If you hold Shares in street name and do not vote on Proposal 2, then your Shares will be counted as “broker non-votes” for that proposal.our greatest strengths,
Proposal 3 (ratification of the Company’s independent registered public accounting firm) is considered a “routine” proposal. If you hold Shares in street nameour communities which support us, where we live, grow and do not vote on Proposal 3, then your Shares may be voted by your broker or other organization holding your Shares.give back, and
Who is paying
our stockholders for this proxy solicitation?
The Company is paying the costs of the solicitation of proxies. Members of the Board, officerswhom we continuously work to build long-term growth and employeesvalue.
To operate our business sustainably, we must evaluate and potentially Alliance Advisors, a third party proxy solicitor, may solicit proxies by mail, telephone, fax, email ormodify every aspect of our business, from the people that we hire, to the assets that we own and operate, to every process that we follow from our supply chains through our manufacturing facilities until our products are in person. We will not pay directors, officers or employees any extra amounts for soliciting proxies. If we decide to retain a third party proxy solicitor, we would not expect to pay it more than $10,000 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 forwarding 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 any Internet access charges that you may incur.
What do I need to do if I want to attend the meeting?
You will need to provide evidence that you are a stockholder as of the Record Date. This can be a copy of your proxy card or a brokerage statement showing your Shares as of the Record Date. You should also bring photo identification. If you hold your Shares in street name and wish to vote in person at the meeting, you will need to contact the organization that holds your Sharesour customers’ hands in order to obtainensure that we have a legal proxy fromgrowing and resilient company, built to last.
Our Board, our management team and our employees are committed to continuously improving the sustainability of our business. In 2021, at the organizational level:
We developed a new Corporate Purpose and Values statement:
Corporate Purpose: Our passion is to Find, Fight and Follow disease to deliver better patient outcomes.
Values: Our Values are to:
¡ | Help people be their best |
¡ | Respect one another and act as one |
¡ | Own the solution and make it happen |
¡ | Learn, adapt and win |
¡ | Know someone’s health is in our hands |
We recruited Ms. Minnie Baylor-Henry to be a new member of our Board of Directors, as well as a member of our Compensation Committee and Science and Technology Committee. Ms. Baylor-Henry is our first director of color and our third female director. Our Board is now in full compliance with Nasdaq’s Board Diversity Rule, and women now constitute one third of our Board.
We established a cross-functional Sustainability Committee, chaired by our Chief Human Resources Officer and supported by key members of our management team. The Sustainability Committee provides oversight and guidance on those ESG-related strategies and initiatives that organization.
Where can I find voting results?
We will file a Current Report on Form8-Kare aligned with the SECBoard-approved strategic plan and that impact the long-term sustainability of our business. Among other things, this Committee will identify sustainability opportunities for evaluation and implementation, oversee the upgrade of our already robust data collection and analysis, and establish Company-wide and site-specific ESG key performance indicators to reportmeasure our success.
We continue to refresh our Board Committee charters, Corporate Governance Principles and Guidelines and Company policies and actions to address corporate sustainability, and we have added as agenda items for meetings of our full Board the final voting results from the Annual Meeting within four business daystopics of the Annual Meeting.
I share an address with another stockholder. Why did we receive only one set of Proxy Materials?
Some banks, brokersour sustainability initiatives, including those around ESG matters, cybersecurity, culture 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.activism.
What are the implications of being an “emerging growth company”?
Lantheus 2022 Proxy Statement | Corporate Governance | 10 |
We are an “emerging growth company,” as defined 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 requiredhave adopted a proxy access Bylaw amendment to provide our stockholders with an effective and workable process that can be used if ever needed and that reinforces our Board of Directors’ accountability.
At an operational level, we have also made substantial strides in enhancing the opportunitysustainability of our business, in the areas of Environmental, Safety, and Diversity, Culture and Community.
In 2021, we made measurable improvements to votereduce waste, energy consumption and greenhouse gas emissions. We also continued to identify ways to improve the accuracy of our data. We use the EPA ENERGY STAR Portfolio Manager® to track energy and water consumption together with greenhouse gas emissions. We plan to fully implement and utilize the industry benchmarking application of this tool in 2022 for our main operations in North Billerica, MA.
Below are charts showing, for the years 2018 through 2021 at our North Billerica facility, our annual water use, waste disposed and recycled, types of waste disposed or recycled, energy consumption, and greenhouse gas emissions, including trend analyses in the accompanying notes. Year-to-year comparisons over the four-year period are affected by the improving quality of our data collection over time, the impact of the COVID-19 pandemic on certain executive compensation mattersour business, including reduced site occupancy and changes in manufacturing activities during the pandemic, and the construction and testing of our new in-house facility to manufacture DEFINITY.
Water Use Notes:
2021 indoor water usage increased due to the operational start-up of our new in-house manufacturing facility.
2020 water usage decreased due to reduced site occupancy as a result of the COVID-19 pandemic.
2018-2019 total water usage increased slightly because of the construction of our new in-house manufacturing facility.
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Waste Notes:
2021 waste reductions in trash, cardboard, paper, pallets and lead were offset by increased waste from construction, product labels and packaging.
2020 waste declined due to reduced site occupancy because of the COVID-19 pandemic.
2019 total waste generated increased due to improved tracking data.
In the graph on anon-binding advisory basis.the right, Special Waste includes chemical, pharmaceutical, radiological and biological waste as well as lead.
Energy Data Notes: • Natural gas main use - reconditioning air and industrial steam • Electricity main use - cooling, chilled water and cyclotron • Diesel use for emergency generators | Greenhouse Gas Data Notes: • Direct Emissions: Natural Gas Combustion, Diesel Combustion • Indirect Emissions: Electricity Use • PFP gas use, Genesis (Definity) manufacturing start-up. • PFP has GHG warming potential of 8830. (1kg PFP = 8830 kg CO2e) • CO2e: Carbon Dioxide Equivalent |
Starting in December 2021, at our North Billerica facility we began to exclusively purchase renewable wind energy from the power grid, saving over 500 metric tons of CO2e emissions in just one month and reducing indirect CO2e emissions by greater than 99%. This will create an estimated savings in 2022 of approximately 4,000 metric tons of CO2e emissions.
We willactively 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 or recycle electronic waste in accordance with federal and state regulations.
Our Supplier Code of Conduct, available on our website at https://www.lantheus.com/suppliersvendors/, 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; encouraging conservation; and providing appropriate audit rights.
As a manufacturer and distributor of radioactive and other pharmaceutical products, we remain an emerging growth company until December 31, 2020 unless, prioracutely aware not only of the impact of our business on the environment, but also on of the impact of our business on the safety of our employees, customers, patients and neighbors.
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We maintain a staff of twelve Environmental, Health and Safety professionals, including Health Physicists and Occupational Health providers, who design, implement and monitor safety policies and procedures to that time, we (i) have more than $1.07 billion in annual revenue, (ii)support risk reduction and accident prevention to protect our employees, customers, patients and neighbors, including tracking Occupational Safety and Health Administration reportable injuries and near misses.
We also have a market valuestrong quality culture and, in 2021, we had no significant adverse findings on inspections/audits and no recalls, and we have a strong historic record of regulatory compliance.
In 2021 and 2022, we have maintained our Pandemic Response Team to oversee appropriate precautions to minimize the spread of COVID-19 in our teams and communities, including continued remote work for all non-critical employees and contractors, continued restricted work-related travel and COVID-19 vaccine policies. Our Pandemic Response Team has developed plans for employees to safely return to our different facilities later in the year.
Diversity, Culture and Community
In addition to the important environmental and safety work we do to improve the sustainability of our business, we believe that embracing diversity and inclusion, adhering to a strong culture of compliance and ethics, and supporting our communities makes us an employer of choice in the competitive life sciences industry in which we operate. Doing so also enhances our employee satisfaction and retention, maintains trust and good will with our valued customers and the numerous regulatory authorities that oversee our business, and benefits our stockholders by creating a growing and resilient company, built to last.
Diversity
Research has repeatedly demonstrated that companies with diverse workforces are more innovative and perform better over time. We promote diversity at every level within our organization. In 2021, we initiated the sponsorship of two Employee Resource Groups, the Black Brown & Latino ERG and Women Leaders of Lantheus ERG, to create a stronger sense of community and to provide professional development opportunities for diverse employees. In addition, we host “fireside chats” for our common stockemployees exploring the personal experiences of diverse leaders. The talks have included one celebrating Women’s History Month in 2021 featuring our director Julie McHugh discussing her career as a woman in the life sciences industry, and one celebrating Black History Month in 2022 featuring Dr. Ivy Taylor discussing her life experiences, including as the first female Mayor of San Antonio, Texas and the first female President of Rust College, a Historically Black College in Mississippi.
In addition to our Board, which is now in full compliance with Nasdaq’s Board Diversity Rule, we have a female CEO, over half of our Vice Presidents and above are women, and approximately 46% of our employees are women. We continue to strive to improve our diversity and inclusion beyond gender, and we require recruiters working with us to present diverse candidates. We continually focus 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.
Our procurement team continually explores 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.
Culture
We are committed to promoting a culture of ethics and compliance. Our Code of Conduct reflects our 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 covers anti-bribery/anti-corruption rules, confidentiality obligations, cybersecurity, and insider trading prohibitions, as well as specialized training in healthcare industry marketing practices.
We have a formal Ethics and Compliance Committee chaired by our Vice President of Internal Audit and Compliance (who reports directly to the Chairman of our Audit Committee) and which includes our Chief Financial Officer, Chief Human Resources Officer and General Counsel. Our Ethics and Compliance Committee develops, implements and oversees our ethics and compliance programs.
We have an externally administered whistleblower hotline and website, which allows for anonymous reporting and the Ethics and Compliance Committee oversees and responds to as issues may arise.
Our Supplier Code of Conduct 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, and providing appropriate audit rights.
Lantheus 2022 Proxy Statement | Corporate Governance | 13 |
As part of the ongoing efforts to operate our business sustainably, we are expanding our internal training, professional development and employee engagement programs.
Community
We’ve had a long-standing relationship with Valley Collaborative, a local organization that provides employment and community-based support to individuals with disabilities. We support the Pheo Para Alliance, which is the longest-standing internationally recognized leader in advocacy for, and awareness of, pheochromocytoma and paraganglioma. We also support a number of other local organizations, including the Greater Boston Chamber of Commerce, Greater Lowell Chamber of Commerce and Somerset, and New Jersey County Business Partnership.
We have been the largest sponsor of United Way of Massachusetts Bay of Merrimack Valley in its Summer Experiences of Greater Lowell program, a relationship that has been in place for 26 years. We are also, are active participants in the American Heart Association Heart Walk and are a sponsor of the Boston 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 diagnosing and treating prostate cancer.
We also support and encourage our employees to participate in local organizations where we operate, as well as in their communities. These organizations include Billerica Partners for Education, Life Sciences Cares, Massachusetts Business Roundtable, Middlesex 3 Coalition and MassMEDIC.
In 2021, the Board held six meetings and acted by written consent in lieu of a meeting two times, the Audit Committee held four meetings, the Compensation Committee held five meetings, the Nominating and Corporate Governance Committee held six meetings, and the Science and Technology Committee held four meetings. The Finance and Strategy Committee was formed in December 2021 and did not hold any meetings in 2021. During 2021, 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. The non-affiliatesnon-employee directors of the Company meet in private executive session without management present at the end of most meetings of the Board. Under the Corporate Governance Guidelines and Principles adopted by the Board, the independent Chairperson of the Board presides at those private executive sessions, and those private executive sessions must occur no less frequently than twice per year.
Director Attendance at Annual Meetings
We have no formal policy with respect to director attendance at our annual meetings of stockholders, however, we encourage all directors to attend. All of our current directors who were then serving as directors of the Company virtually attended the 2021 Annual Meeting of Stockholders.
Certain Relationships and Related Person Transactions
Related Person Transactions
This section describes certain relationships and related person transactions between us or our subsidiaries, on the one hand, and our directors, director nominees, executive officers, holders of more than $700 million as5% of our voting securities and certain related persons of any of the last dayforegoing, on the other hand, since January 1, 2021.
Indemnification Agreements
We have entered into indemnification agreements with each of our second fiscal quarterdirectors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by applicable law, including indemnification of expenses, such as attorneys’ fees, judgments, penalties, fines and settlement amounts, actually and reasonably incurred by the director or executive officer in any action or proceeding, including, without limitation, all liability arising out of negligence or active or passive wrongdoing by that officer or director, in any action or proceeding by or in right of us, arising out of the fiscal year whenperson’s services as a determination is made thatdirector or executive officer, in each case, subject to certain exceptions. At present, we are deemednot aware of any pending or threatened litigation or proceeding involving any of our directors, executive officers, employees or agents in which indemnification would be required or permitted. We believe these indemnification agreements are customary and necessary to beattract and retain qualified persons as directors and executive officers.
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Policies for Approval of Related Person Transactions
We have a “large accelerated filer,” as definedwritten policy relating to the approval of related person transactions pursuant to which the Audit Committee reviews and approves or ratifies all relationships and related person transactions between us and (i) our directors, director nominees and executive officers, (ii) any 5% record or beneficial owner of Shares or (iii) any immediate family member of any person specified in Rule12b-2 promulgated(i) or (ii) above. Management, under the Exchange Actoversight of the Audit Committee, is primarily responsible for the development and implementation of processes and controls to obtain information from our directors and executive officers with respect to related person transactions, and the Audit Committee is primarily responsible for determining, based on the facts and circumstances (which the potentially conflicted person must fully and affirmatively disclose), whether we have, or (iii) issue more than $1 billiona related person has, a direct or indirect material interest in the transaction.
As set forth in our related person transaction policy, in the course ofnon-convertible debt over its review and approval or ratification of a three-year period.related person transaction, the Audit Committee will consider:
Who should I contact if I have additional questions?
You can contact our Investor Relations department at978-671-8842the nature of the related person’s interest in the transaction;
the availability of other sources of comparable products or ir@lantheus.comservices;
the material terms of the transaction, including, without limitation, the amount and type of transaction; and
the importance of the transaction to us.
Any member of the Audit Committee who is a related person with respect to a transaction under review will not be permitted to participate in the approval or by writingratification of the transaction. However, that member of the Audit Committee will provide all material information concerning the transaction 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.Audit Committee.
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PROPOSALProposal 1: ELECTION OF DIRECTORSElection of directors
TheOur Board is currently comprised of ten directors. In accordance with our Amended and Restated Certificate of Incorporation (our “Charter”), our Board consists ofnine directors, divided into three classes:classes, designated as Class I, Class II and Class III, with terms expiring in 2019, 2020III. Each year, a different class of directors is elected at our annual meeting of stockholders. Each elected director holds office for a three-year term or until her or his successor is duly elected and 2021, respectively. qualified or until her or his earlier death, resignation, retirement, disqualification or removal.
This year, our Class I directors—Ms. Mary Anne Heino, Dr. Gérard Ber and Mr. Samuel Leno and Dr. Derace Schaffer are the Class I directors whose terms expire at the Annual Meeting. Our Board has nominated, and stockholders are being asked to elect, Ms. Heino, Mr. Leno and Dr. Schaffer— will stand for election for a new three-year terms expiring at our 2022 Annual Meeting of Stockholders.term. If elected, each of the nominees will hold office until our 20222025 Annual Meeting of Stockholders and a successor is duly elected and qualified or until her or his earlier death, resignation, disqualification or removal.
The persons named as proxies will vote 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 Governance—Executive Officers and Directors”the heading “Director Nominee Biographies” and the criteria and diversity policy described under “Director Nomination Processthe heading “Board Diversity and Diversity Policy.Tenure.”
Under Delaware law and our bylaws,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.directors, subject to our majority voting policy described under the heading “Majority Voting Policy.” 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.
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 RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR
NOMINEES IN THIS PROPOSAL 1.
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CORPORATE GOVERNANCEBoard Composition
Executive OfficersWe believe that our Board members have the experience and Directors
Theskills necessary to enable the Company to set and pursue its strategic goals, and the following table sets forthsummarizes key information regarding our current executive officers and directors, including their ages as of the date of this proxy statement.statement relating to the composition of our Board:
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. The Board has adopted a formal diversity policy, a copy of which 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, ethnicity, culture, thought, geography, education and competencies, with the goal of having a Board that, 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 evaluations and self-assessments described above, in making its nomination recommendations.
The following chart summarizes certain self-identified personal characteristics of our directors, in accordance with Nasdaq Listing Rule 5605(f). Each term used in the table has the meaning given to it in the rule and related instructions.
Board Diversity Matrix (As of March 1, 2022) | ||||
| Female | Male | ||
Total Number of Directors | 9 | |||
Part I: Gender Identity |
|
| ||
Directors | 3 | 6 | ||
Part II: Demographic Background |
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African American or Black | 1 | — | ||
White | 2 | 6 |
Directors who are Military Veterans: 2
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 17 |
Qualifications and Experience of Directors
Each year, our Board and each of its committees conduct self-evaluations of their performance and effectiveness. The Nominating and Corporate Governance Committee recommends to the Board the methodology for those self-evaluations and oversees their administration. Each member of the Board completes a comprehensive questionnaire to assess that member’s own performance and effectiveness and skills and the performance and effectiveness of the Board and any 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 and then discussed with that Committee and the Board.
| Markison | Heino | Baylor- Henry | Ber | Leno | Mäusli | McHugh | Pruden | Thrall | |||||||||||||||||||||||||||
An understanding of public company reporting responsibilities, investor relations, disclosure and other matters typically affecting public companies is important in navigating corporate governance issues appropriately. | X |
| X | X | X | X | X | X | ||||||||||||||||||||||||||||
| Director of Life Sciences or Healthcare Company Knowledge of the life sciences and healthcare industries ensures effective oversight of our business and the development and execution of our long-term strategy. | X | X | X | X | X | X | |||||||||||||||||||||||||||||
C-Suite Experience in significant leadership positions (such as CEO, CFO, COO, CCO, CMO or similar positions) is valuable in overseeing our management’s performance. Directors with leadership experience also tend to demonstrate a practical understanding of | X | X | X | X | X | X | X | X | ||||||||||||||||||||||||||||
Strategy Development and Strategic Planning Experience defining and driving strategic direction and growth are helpful in formulating, and overseeing effective execution of, our short- and long-term business strategies. | X | X | X | X | X | X | X | X | X |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 18 |
| Markison | Heino | Baylor- Henry | Ber | Leno | Mäusli | McHugh | Pruden | Thrall | |||||||||||||||||||||||||||
Human Capital Management and Talent Development Experience in managing and developing people, their compensation, inclusion and diversity efforts, and succession planning is important in order to attract, develop, motivate and retain high-quality our senior management team and employees. | X | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||||
Corporate Finance and Capital Markets Experience in corporate finance and capital markets ensures Board oversight of our access to and effective management of capital and our capital structure. | X | X | X | X | ||||||||||||||||||||||||||||||||
| M&A and Business Development Experience in mergers and acquisitions enables the Board to oversee our management team’s due diligence, financial analysis and forecasting, negotiation and closing of strategic transactions, successful integration of businesses and assets, and synergy capture. | X | X | X | X | X | X | |||||||||||||||||||||||||||||
| Accounting and Financial Reporting Experience in technical accounting and financial reporting provides strong oversight of our financial performance, reporting obligations and internal controls. | X | X | |||||||||||||||||||||||||||||||||
| Sales and Marketing Experience in the sales and marketing of drugs and medical devices and an understanding of the reimbursement environment is key in overseeing our management team’s commercialization plans and execution. | X | X | |||||||||||||||||||||||||||||||||
| X | X |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 19 |
| Markison | Heino | Baylor- Henry | Ber | Leno | Mäusli | McHugh | Pruden | Thrall | |||||||||||||||||||||||||||
Manufacturing, Procurement and Supply Chain Management Experience in technical operations assists the Board in understanding the technology transfer, manufacturing, procurement and supply chain, vendor oversight and labor relations activities in which we are involved. | X | X | ||||||||||||||||||||||||||||||||||
X |
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| Research and Clinical Development Scientific, medical and technological competencies allow the Board to provide input into, and oversight of, our research and clinical development and life cycle management activities. | X | ||||||||||||||||||||||||||||||||||
X |
| X | ||||||||||||||||||||||||||||||||||
| Legal, Regulatory, Compliance and Governmental Affairs Experience in understanding legal and regulatory obligations and risks, litigation and regulatory proceedings, and governmental and regulatory affairs facilitates the Board’s oversight of our compliance, compliance program, dispute resolution and governmental relations activities. | X | ||||||||||||||||||||||||||||||||||
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X |
| X | ||||||||||||||||||||||||||||||||||
| Risk Assessment and Management The scale, scope, and complexity of our business raises a multitude of evolving and interdependent risks. Experience in effectively identifying, prioritizing and managing a broad spectrum of risks can help the Board appreciate, anticipate and oversee our enterprise risk management efforts. | X | ||||||||||||||||||||||||||||||||||
| X | X | X | X | ||||||||||||||||||||||||||||||||
| Corporate Governance and ESG Experience in environmental, social and governance matters will facilitate the long-term sustainability of our business and enable us to address the needs of our various stakeholders. | X | ||||||||||||||||||||||||||||||||||
| X | X | X | X |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 20 |
| Markison | Heino | Baylor- Henry | Ber | Leno | Mäusli | McHugh | Pruden | Thrall | |||||||||||||||||||||||||||
Intellectual Property Experience in the creation, prosecution, license, acquisition, defense and enforcement of intellectual property enables the Board to oversee our comprehensive patent and intellectual property portfolio. | X | X | ||||||||||||||||||||||||||||||||||
Technology, Cybersecurity and Data Privacy Experience in developing the best tools to advance operations, addressing physical and cybersecurity concerns, and identifying new business opportunities and risks supports our information security investments and programs. | X | X | X | X | ||||||||||||||||||||||||||||||||
International Experience Experience in global operations will enable the Board to help management understand the different cultural, political, and regulatory requirements affecting our business activities. | X | X | X | X | X | X | X | X |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 21 |
Brian Markison is theNon-Executive Chairman of the Board and Chair of the Financing and Strategy Committee. Mr. Markison joined the Board in September 2012 and was elevatedDirector Nomination Process; Process for Stockholders 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 aRecommend 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 thatNominees
Each 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. Clemmer is a Director and a member of the Audit Committee and the Compensation Committee, serving on the Board since July 2015. He is a seasoned industry executive with more than 25 years of
operational, manufacturing, marketing and business development experience with global healthcare product companies. Mr. Clemmer is President and Chief Executive Officer of AngioDynamics Inc., a medical device manufacturer based in Latham, New York. He previously served as President of the Medical Supplies segment at Covidien plc, directing strategic andday-to-day operations 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. Clemmer was chosen as a Director because of his strong commercial and operational management background and extensive experience in the healthcare industry.
Samuel Leno is a Director and the Chairperson of the Audit Committee and member of the Financing and Strategy 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. He also previously served on the Boards of Directors and the Audit Committees of Omnicare and TomoTherapy, Inc. and served on the Board of Directors of Endotronix, Inc. Mr. Leno served as a Lieutenant in the United States Navy and is a Vietnam veteran. He holds a Bachelor of Science in Accounting from Northern Illinois University and a Master of Business Administration from Roosevelt University. Mr. Leno was chosen as a Director because of his financial expertise and industry background.
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 virology business unit of Johnson & Johnson (“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 Corporate Governance Committee recommends, and Audit Committee of Aerie Pharmaceuticals, Inc., on the Board proposes, a slate of Directorsdirector nominees proposed for election at the annual meeting of stockholders. Stockholders may also nominate directors.
The Nominating and as ChairpersonCorporate 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 Audit Committeemembers of Ironwood Pharmaceuticals, Inc.,management. The stockholder making the recommendation must follow the procedures and onprovide the Boards of Directors of New Xellia Group A/Sinformation set forth in our Bylaws.
Stockholders may submit recommendations by providing the person’s name 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 managementappropriate background and extensive experience inbiographical information by writing to the pharmaceutical industry.
Gary J. Prudenis a Director and a member of the Audit Committee and the Financing and Strategy 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. 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 Robertson is a Director and a member of the Audit Committee and the Chairpersonattention of the Nominating and Corporate Governance Committee serving on the Board since March 2016. Dr. Robertson has beenat 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 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. Priorcandidate to joining TomoTherapy, Dr. Robertson served in a variety of rolesbe included in the medical field, including Presidentslate of director nominees for approval by stockholders in connection with a meeting of stockholders and Chief Executive Officer of GE Marquette Medical Systemsfor 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 Bylaws and later as Chief Clinical Officer of GE Medical Systems, as well as management positionsother information reasonably requested by the Company within the timeframe described in our Bylaws under the heading “Additional Information—Procedures for Submitting Stockholder Proposals.”
Communication with Marquette Medical Systems, including President and Chief Executive Officer. He serves on the Board of Directors
Any stockholder or other interested party who would like to communicate with the Board or any of its committees, the independent directors as a group or any specific member or members of the UniversityBoard 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 Wisconsin Foundation, the Morgridge InstituteBoard or any of its committees the communication is intended, as applicable. Those communications will generally be forwarded to the intended recipients. However, our Corporate Secretary may, in his sole discretion, decline to forward any communications that are inappropriate.
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 22 |
Set forth below are the biographies for Research, Alpha Source, Inc.the Class I director nominees and Zurex Pharma, Inc. Dr. Robertson received his Mastereach person whose term of Business Administration from San Diego State University and earned his M.D. from University of Wisconsin Medical School. Dr. Robertson was chosenoffice as a Director becausedirector will continue after the Annual Meeting.
Class I Directors for Election to a Three-Year Term Expiring at the 2025 Annual Meeting of his extensive experience as a physician and as an executive, board member and investor in companies across the healthcare industry.Stockholders
Dr.
Mary Anne Heino | ||||
| Director since 2015 62 years old President and | Specific Expertise: 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. | ||
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 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 WorldWide 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’s of Science in Nursing from the City University of New York and a Bachelor’s of Science in Biology from the State University of New York at Stony Brook. Ms. Heino currently serves on the Executive Committee of the Massachusetts Business Roundtable and the Board of MassMEDIC. |
Dr. Gérard Ber | ||||
| Director since 2020 Independent 64 years old Committees: Compensation Science and | Specific Expertise: Dr. Ber was chosen as a Director because of his commercial and operational management background and extensive experience with radiopharmaceutical products. | ||
Dr. Gérard Ber |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 23 |
Samuel Leno | ||||
| Director since 2012 Independent 76 years old Committees: Audit Committee Nominating and Finance and Strategy | Specific Expertise: Mr. Leno was chosen as a Director because of his financial expertise and industry background. | ||
Samuel Lenois a Director and the Chairperson of the Audit Committee and a member of the Nominating and Corporate Governance and Finance and Strategy Committees, serving on the Board since May 2012. Mr. Leno is a strategic executive with more than 40 years of experience with complex multinational companies. He most recently held the positions of Executive Vice President and Chief Operations Officer at Boston Scientific. He previously served as Executive Vice President, Finance and Information Systems and Chief Financial Officer. He retired from Boston Scientific in December 2011. Prior to joining Boston Scientific, Mr. Leno served as Executive Vice President, Finance and Corporate Services and Chief Financial Officer at Zimmer Holdings, Inc. and Chief Financial Officer positions at Arrow Electronics, Inc., Corporate Express, Inc. and Coram Healthcare. Previously, he held a variety of senior financial positions at Baxter International, Inc. and American Hospital Supply Corporation. He was the Chairman of the Board of Directors and of the Audit Committee of Zest Anchors, Inc. He previously served on the Boards of Directors and the Audit Committees of Omnicare and TomoTherapy, Inc. and 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. |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 24 |
Class II Directors Continuing in Office until the 2023 Annual Meeting of Stockholders
Minnie Baylor-Henry | ||||
| Director since2022 Independent 59years old Committees: Compensation Science and | Specific Expertise: Mr. Baylor-Henry was chosen as a Director because of her regulatory and legal background and extensive experience in the pharmaceutical industry. | ||
Minnie Baylor-Henry is a Director and a member of the Compensation and the Science and Technology Committees, serving on the Board of Directors since March 2022. Since 2015, Ms. Baylor-Henry has served as the President of B-Henry & Associates, a consulting firm focused on providing regulatory and compliance strategy services to life sciences companies. Prior to assuming her current role, she was the Worldwide Vice-President for Regulatory Affairs for J & J’s Medical Devices & Diagnostics business where she was directly responsible for coordinating the regulatory strategy for the approval of a wide portfolio of products globally. Prior to that Ms. Baylor-Henry was a National Director for Regulatory & Capital Markets Consulting at Deloitte & Touche. From 1991-1999, she worked at the U.S. Food & Drug Administration (“FDA”) where she served in many roles, most notably, FDA’s National Health Fraud Coordinator and, within the Center for Drugs, as the Director of the Division of Drug Marketing, Advertising, and Communications. In addition, Ms. Baylor-Henry is a former President & Board Chair of the Drug Information Association and of the Food and Drug Law Institute. Ms. Baylor-Henry is currently an independent director of Apyx Medical, Paratek Pharmaceuticals and scPharmaceuticals. Ms. Baylor-Henry is also a member of the Board of Directors of several not-for-profit companies, including Mass Eye & Ear Hospital, and Dress for Success Boston. Ms. Baylor-Henry received her Pharmacy degree from Howard University’s College of Pharmacy and her law degree from Catholic University’s Columbus School of Law. |
Heinz Mäusli | ||||
| Director since2020 Independent 59 years old Committees: Audit Committee Nominating and Finance and | Specific Expertise: Mr. Mäusli was chosen as a Director because of his financial and legal background and extensive experience with radiopharmaceutical products. | ||
Heinz Mäusli is a Director and a member of the Audit, Nominating and Corporate Governance and Finance and Strategy Committees, serving on the Board of Directors since June 2020. He is also a member of the Board of Directors of Inventiva SA. He served on the Board of Directors and as the Chairperson of the Audit Committee of Progenics from November 2019 until its acquisition by the Company. Mr. Mäusli is the former Chief Financial Officer of Advanced Accelerator Applications S.A., where he worked from 2003 to July 2018, 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 received a Master’s of Business Administration from Columbia University and a Lic. Oec. from University of St.Gallen, Switzerland. |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 25 |
Julie McHugh | ||||
| Director since2017 Independent 57years old Committees: Nominating and Compensation | Specific Expertise: Ms. McHugh was chosen as a Director because of her strong commercial and operational management background and extensive experience in the pharmaceutical industry. | ||
Julie McHugh is a Director and the Chairperson of the Nominating and Corporate Governance Committee and a member of the 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., from 2010 to 2013, 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 Virology business unit of 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 of 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. |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 26 |
Class III Directors Continuing in Office until the 2024 Annual Meeting of Stockholders
Brian Markison | ||||
| Director since 2012 Chairman Independent 62years old Committees: Finance and Strategy Science and Technology Committee | Specific Expertise: Mr. Markison was chosen as a Director because of his strong commercial and operational management background and extensive experience in the pharmaceutical industry. | ||
Brian Markison is the Non-Executive Chairman of the Board, the Chairperson of the Finance and Strategy Committee, and a member of the Science and Technology 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 Chief Executive Officer and a Director of RVL Pharmaceuticals plc (formerly known as Osmotica Pharmaceuticals plc), 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 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. |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 27 |
Gary Pruden | ||||
| Director since2018 Independent 60years old Committees: Compensation Committee (Chair) Audit Committee Finance and Strategy Committee | Specific Expertise: Mr. Pruden was selected as a Director because of his strong financial, operational management, international and regulatory background and his extensive experience in the global pharmaceutical industry. | ||
Gary J. Pruden is a Director, Chairperson of the Compensation Committee and a member of the Audit and Finance and Strategy Committees, serving on the Board since February 2018. Mr. Pruden has over 30 years of experience in the global healthcare industry. Most recently, Mr. Pruden held a number of senior commercial leadership positions across both the medical device and pharmaceutical sectors of J&J from 1985 until 2017. In April 2016, Mr. Pruden was appointed as a member of the Executive Committee of 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, Compensation Committee, and Nominating and Corporate Governance 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. |
Dr. James H. Thrall | ||||
| Director since 2018 Independent 78 years old Committees: Science & Nominating & | Specific Expertise: Dr. Thrall was chosen as a Director because of his extensive experience in nuclear medicine and radiology, including in connection with imaging modalities and the development and use of innovative new technologies, including artificial intelligence. | ||
Dr. James H. Thrall is a Director, the Chairperson of the Science and Technology Committee and a member of the Nominating and Corporate Governance 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. |
Lantheus 2022 Proxy Statement | Director Compensation | 28 |
The Compensation Committee engages Pearl Meyer to review the Company’s non-employee director compensation program approximately every other year, with the most recent review occurring at the beginning of 2021. 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 benchmarking 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 serving onfor recommendation of any changes to the Board since March 2016. Dr. Schaffer isnon-employee director compensation program for the founderBoard’s approval. After reviewing the results of a compensation study prepared by Pearl Meyer, the Compensation Committee 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 servingrecommended, and the Board approved, an increase in the annual fee and annual equity grants for the Board and certain committees as reflected in the table below.
Consistent with this benchmarking exercise, the Board adopted the following plan for annual compensation applicable to each of our non-employee directors. The annual compensation is a combination of cash (paid quarterly in advance and prorated for partial periods of service) for services as a director and, as applicable, a Board committee member, together with equity. In 2021, we changed the timing of our annual grant of equity to our non-employee directors to align with the timing of our Annual Meeting and the term of service of each non-employee director.
Elements of Director Compensation
Each independent director receives annual compensation in the form of an annual cash retainer and an annual equity retainer as noted below:
Board / Committee | Chair | Member | Grant Date Fair Value of Annual Equity Grant | |||||||||
Board of Directors | $117,500 | $55,000 | $155,000 | |||||||||
Audit Committee | $25,000 | $10,000 | — | |||||||||
Compensation Committee | $20,000 | $7,500 | — | |||||||||
Nominating and Corporate Governance Committee | $15,000 | $5,000 | — | |||||||||
Finance and Strategy Committee(1) | $7,500 | $5,000 | — | |||||||||
Science and Technology Committee | $7,500 | $5,000 | — |
(1) | The Finance and Strategy Committee was reconstituted in December 2021. |
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.
The following table shows the compensation paid to the individuals who served as our non-employee directors in 2021:
Name(1) | Fees Earned or Paid in Cash | Stock Awards(2) | Total | |||||||||
Brian Markison(3) | $120,875 | $180,816 | $301,691 | |||||||||
Gérard Ber(4) | $63,438 | $180,816 | $244,254 | |||||||||
Samuel Leno(5) | $81,750 | $180,816 | $262,566 | |||||||||
Heinz Mäusli(6) | $69,188 | $180,816 | $250,004 | |||||||||
Julie McHugh(7) | $73,438 | $180,816 | $254,254 | |||||||||
Gary Pruden(8) | $79,313 | $180,816 | $260,129 | |||||||||
Dr. James Thrall(9) | $71,750 | $180,816 | $252,566 | |||||||||
Dr. Frederick Robertson(10) | $35,000 | $25,833 | $60,833 |
Lantheus 2022 Proxy Statement | Director Compensation | 29 |
(1) | Ms. Heino does not receive any additional compensation for her service as a director and is not listed in the table above. For information regarding Ms. Heino’s 2021 compensation, see the Summary Compensation Table below. Ms. Baylor-Henry joined the Board in March 2022. |
(2) | The amounts in the stock awards column reflect the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, of RSUs granted in 2021, excluding the effect of estimated forfeitures. The aggregate grant date fair value of RSUs is measured based on the closing fair market value of a share of our common stock on the date of grant, multiplied by the number of Shares subject to the award granted. This grant date fair value does not necessarily correspond to the actual value that will ultimately be realized by each director, which will likely vary based on a number of factors, including our financial performance, stock price fluctuations and applicable vesting. The assumptions used in the valuation of stock-based awards are discussed in Note 16 in our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2021. |
(3) | On May 10, 2021, Mr. Markison was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Mr. Markison held 8,513 unvested RSUs. |
(4) | On May 10, 2021, Dr. Ber was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Dr. Ber held 8,513 unvested RSUs. |
(5) | On May 10, 2021, Mr. Leno was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Mr. Leno held 8,513 unvested RSUs. |
(6) | On May 10, 2021, Mr. Mäusli was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Mr. Mäusli held 8,513 unvested RSUs. |
(7) | On May 10, 2021, Ms. McHugh was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Ms. McHugh held 8,513 unvested RSUs. |
(8) | On May 10, 2021, Mr. Pruden was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Mr. Pruden held 8,513 unvested RSUs. |
(9) | On May 10, 2021, Dr. Thrall was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Dr. Thrall held 8,513 unvested RSUs. |
(10) | On April 28, 2021, Mr. Robertson was granted 1,139 RSUs as his pro rata portion of his regular director grant. Mr. Robertson did not stand for re-election as indicated in our Definitive Proxy for 2021. |
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 restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance-based vesting (“PSAs”) and performance-based restricted stock units (“PSUs”) granted in or after 2019. Our non-employee directors are required to comply with the Stock Ownership and Retention Guidelines within five years of when the Stock Ownership and Retention Guidelines first apply to them. As of December 31, 2021, each of our directors had either already achieved the requirements under the Guidelines or was within the five-year period to comply.
In addition, all directors are subject to the prohibitions on transacting in Company securities described under the heading “Short Term Trading, Hedging and Pledging Prohibition.”
Lantheus 2022 Proxy Statement | Beneficial Ownership | 30 |
Beneficial Ownership of Directors and Executive Officers
The following table sets forth information regarding the beneficial ownership of our common stock held by (i) each of our directors, (ii) each of our named executive officers, (iii) our directors and executive officers as a group and (iv) each person known to us to beneficially own more than 5% of our common stock. For our directors and officers, except as otherwise indicated in the footnotes below, the information is as of the record date, March 1, 2022. For other stockholders who own more than 5% of our common stock, the information is as of the most recent Schedule 13G filed by each of those stockholders with the SEC.
Beneficial ownership of Shares is determined under rules of the SEC and generally includes any Shares over which a person exercises sole or shared voting or investment power. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the Board since February 2018. Dr. Thrallinformation provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all Shares shown as beneficially owned by them.
Percentage of beneficial ownership is calculated in part based on 68,115,114 Shares outstanding as of March 1, 2022. Shares subject to RSAs or RSUs that are currently holds the Distinguished Juan M. Taveras Professorshipvested or that will vest within 60 days of Radiology at Harvard Medical School, having also served as ChairmanMarch 1, 2022, and stock options currently exercisable or exercisable within 60 days of the Departmentdate of Radiology atthis proxy statement, are deemed to be outstanding and beneficially owned by the Massachusetts General Hospital from 1988 until 2013. Previously, Dr. Thrall servedperson holding those RSAs, RSUs and options for the purposes of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person.
Unless otherwise indicated, the address for each holder listed below is c/o Lantheus Holdings, Inc., 331 Treble Cove Road, North Billerica, MA 01862.
Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percentage Ownership | ||||||
Directors and Named Executive Officers |
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Brian Markison(1) | 98,188 | * | ||||||
Mary Anne Heino(2) | 515,331 | * | ||||||
Minnie Baylor-Henry(3) | 0 | * | ||||||
Gérard Ber(4) | 40,768 | * | ||||||
Samuel Leno(5) | 74,655 | * | ||||||
Heinz Mäusli(6) | 33,692 | * | ||||||
Julie McHugh(7) | 23,057 | * | ||||||
Gary Pruden(8) | 20,252 | * | ||||||
Dr. James Thrall(9) | 19,867 | * | ||||||
Robert J. Marshall Jr.(10) | 33,081 | * | ||||||
Paul Blanchfield(11) | 24,069 | * | ||||||
Etienne Montagut(12) | 31,108 | * | ||||||
Daniel Niedzwiecki(13) | 32,834 | * | ||||||
John Bolla(14) | 15,594 | * | ||||||
Dr. Istvan Molnar(15) | 6,067 | * | ||||||
All Directors and Executive Officers as a Group (16 persons)(16) | 1,064,800 | 1.6% | ||||||
5% Stockholders |
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BlackRock, Inc.(17) | 10,675,397 | 15.7% | ||||||
The Vanguard Group, Inc.(18) | 4,319,814 | 6.4% |
* | Represents beneficial ownership of less than 1% of our outstanding Shares. |
(1) | Includes 58,913 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 8,513 unvested RSUs held by Mr. Markison. |
(2) | Includes 44,484 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 234,596 unvested RSUs and PSUs held by Ms. Heino. |
(3) | Does not include 517 unvested RSUs held by Ms. Baylor-Henry. |
Lantheus 2022 Proxy Statement | Beneficial Ownership | 31 |
(4) | Includes 17,481 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 8,513 unvested RSUs held by Mr. Ber. |
(5) | Includes 33,871 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 8,513 unvested RSUs held by Mr. Leno. |
(6) | Includes 17,481 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 8,513 unvested RSUs held by Mr. Mäusli. |
(7) | Does not include 8,513 unvested RSUs held by Ms. McHugh. |
(8) | Does not include 8,513 unvested RSUs held by Mr. Pruden. |
(9) | Does not include 8,513 unvested RSUs held by Mr. Thrall. |
(10) | Does not include 83,952 unvested RSAs, RSUs and PSUs held by Mr. Marshall. |
(11) | Does not include 37,851 unvested RSUs and PSUs held by Mr. Blanchfield. |
(12) | Does not include 58,417 unvested RSAs, RSUs and PSUs held by Mr. Montagut. |
(13) | Includes 2,846 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 29,890 unvested RSUs and PSUs held by Mr. Niedzwiecki. |
(14) | Mr. Bolla’s employment with Lantheus ended August 6, 2021. The amount represents his holdings as of his separation date. Mr. Bolla forfeited all of his unvested RSUs and PSUs upon his separation from the Company. |
(15) | Dr. Molnar’s employment with Lantheus ended October 13, 2021. The amount represents his holdings as of his separation date. Dr. Molnar forfeited all of his unvested RSUs and PSUs upon his separation from the Company. |
(16) | Includes 213,244 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 585,698 unvested RSAs, RSUs and PSUs held by our directors and executive officers as a group. |
(17) | Based solely on Amendment No. 1 to Schedule 13G filed on January 27, 2022 by BlackRock, Inc. In that filing, BlackRock, Inc. reports sole voting power with respect to 10,545,495 Shares and sole dispositive power with respect to 10,675,397 Shares, and lists its address as 55 E. 52nd Street, New York, New York 10055. |
(18) | Based solely on the Amendment No. 4 to Schedule 13G filed on February 10, 2022 by The Vanguard Group, Inc. In that filing The Vanguard Group, Inc. reports sole dispositive power with respect to 4,202,362 Shares, shared voting power with respect to 65,366 Shares and shared dispositive power with respect to 117,452 Shares and lists its address as 100 Vanguard Blvd., Malvern, PA 19355. |
Lantheus 2022 Proxy Statement | Proposal 2: Advisory Vote to Approve Executive Compensation | 32 |
Proposal 2: Advisory vote to approve executive compensation
We are seeking your advisory vote as Chairmanrequired by Section 14A of Radiology at the Henry Ford Hospital between 1983Securities 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 1988, where he also served as a Physician TrusteeAnalysis, the compensation tables and heldrelated material contained in this proxy statement. Because your vote is advisory, it will not be binding on the position of Vice Chairman ofCompensation Committee or the Board of GovernorsDirectors. 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 Henry Ford Medical Staff. Dr. Thralltotal compensation opportunity for each of our executives 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 returneddirectly tied to the Universityachievement of Michigan in 1975strategic, operational 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.
John Bollajoined 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 and facilities functions. He brings to the role more than 22 years of diverse supply chain, operations and manufacturing
experience in the pharmaceutical industry. Prior to joining Lantheus, Mr. Bolla spent 20 years at GlaxoSmithKline plc (“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.,corporate performance goals, as well as Vice Presidentour relative performance against comparable companies.
Stockholders are urged to read the Compensation Discussion and Global HeadAnalysis section of External Supplythis proxy statement, which discusses how our compensation policies 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 fromprocedures implement our compensation philosophy. The University of Central Florida.
Michael Duffy has served as our Senior Vice President, LawCompensation Committee 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 believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving the goals of CORAR,our executive compensation program.
For the Councilreasons 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.”
Vote Required and Board of Directors’ Recommendation
Although the “say-on-pay” vote we are asking you to cast is non-binding, the Compensation Committee and the Board value the views of our stockholders and will consider the outcome of the vote when determining future compensation arrangements for our executive officers. The resolution will be approved, on Radionuclidesan advisory basis, if the votes cast FOR exceed the votes cast AGAINST the proposal. Abstentions and Radiopharmaceuticals, a trade associationbroker 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 2023 Annual Meeting of Stockholders.
Lantheus 2022 Proxy Statement | Executive Compensation | 33 |
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 2021 and provides our stockholders with an explanation of our executive compensation program, the decisions made by our Compensation Committee during 2021 relating to that program and other relevant information.
Our NEOs for the radiopharmaceutical industry.year ended December 31, 2021 were:
Sarah Le Royhas served as our Senior Vice President, Human Resources since April 2018, having previously served as our Vice President, Human Resources since 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, she served as Vice President, Head of Talent Management 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 and Russell Reynolds Associates. Ms. Le Roy holds a Master of Business Administration from the Massachusetts Institute of Technology’s Sloan School of Management and a Bachelor of Arts from Williams College.
NEO | Title | |
Mary Anne Heino | President & Chief Executive Officer | |
Robert J. Marshall, Jr. | Chief Financial Officer and Treasurer | |
Paul M. Blanchfield | Chief Commercial Officer | |
Compensation Committee Interlocks and Insider Participation None of
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The current members of the Board and the committees of the Board, each director’s class and the term of appointment are shown in the table below:
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Lantheus 2022 Proxy Statement | Corporate Governance | 7 |
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Samuel Leno Heinz Mäusli Dr. James H. Thrall
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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 ESG and sustainability 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
Pursuant to its charter, the Nominating and | |
Finance and Strategy Committee
Members Brian Markison (Chair) Samuel Leno Heinz Mäusli Gary Pruden All Independent | The primary purpose of the
• oversee and make recommendations to the Board about the strategic plan of the Company;
• review and make recommendations to the Board about strategic transactions;
• oversee the financing activities of the Company; and
• review and make recommendations to the Board about the financing plans, strategies and instruments of the Company. The |
Lantheus 2022 Proxy Statement | Corporate Governance | 8 |
Science and Technology Committee
Members Dr. James H. Thrall (Chair) Minnie Baylor-Henry Dr. Gérard Ber Brian Markison All Independent | The primary purpose of
• advise on scientific, technological, medical, regulatory and intellectual property matters, including with respect to the Company’s strategic plan and material business development opportunities; • monitor and evaluate issues, developments and trends related to the Company’s scientific, technological, medical, regulatory and intellectual property matters; • advise on our intellectual property portfolio and strategy, including through potential collaborations and acquisitions; and • assist the Audit Committee and the Board in overseeing our enterprise risk management in areas related to our scientific, technological, medical, regulatory and intellectual property matters. The Science and Technology Committee is currently comprised of |
Board and Committee Evaluations and Self-Assessments
Each year, our Board and each of its committees conduct formal evaluations and self-assessments to evaluate their performance and effectiveness and to examine what experience and skill sets, if any, would be desirable to add, whether through third-party experts or new directors. 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 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 and then discussed with that Committee and the Board.
Our Code of Conduct is 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 the non-employee directors on the Board. We also have a Supplemental Code of Conduct that is applicable to certain members of our management team involved in preparing financial statements and public disclosure. Our Code of Conduct and our Supplemental Code of Ethics are 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 2021.
The Company’s management is primarily responsible for the day-to-day management of the Company. However, the Board believes that oversight of risk management is one of its fundamental responsibilities and has delegated to its committees oversight and management of specific risks, on 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 information technology systems, processes and data, including physical security and cybersecurity. These responsibilities include reviewing and discussing with the Company’s management its policies and processes relating to risk assessment and risk management. The Compensation Committee is responsible for reviewing compensation-related risks and non-CEO senior management succession planning. The Nominating and Corporate Governance Committee is responsible for oversight of the Company’s corporate governance, CEO succession planning and ESG initiatives. The Finance and Strategy Committee is responsible for oversight of the Company’s capital structure, capital markets and, and transaction-related risks. The Science and Technology Committee is responsible for advising on scientific, technological, medical, regulatory and intellectual property risks related to the Company’s existing products, clinical development programs and business 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.
Lantheus 2022 Proxy Statement | Corporate Governance | 9 |
Oversight of Cybersecurity and Data Privacy Risks
With respect to cybersecurity risks, the Company has invested and continues to invest in new information and cybersecurity services and technologies and provides employee comprehensive 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.
Oversight of COVID-19 Risks
The risk landscape associated with the COVID-19 pandemic has been, and continues to be, discussed with the full Board as well as each of the Board committees, as appropriate. Over the course of 2021, management regularly updated our directors on the pandemic’s impacts to our employees, our business, our customers and our suppliers and the strategic, operational and financial risks associated with the pandemic. Discussions with the Board and committees have included, among other topics, business resilience and continuity, employee health and safety (such as remote working, vaccination requirements, and safe return to office guidelines), technology and cybersecurity, changing customer expectations, supporting our broader community, employee retention and recruitment and talent management. Management continues to report to the Board on its response to the pandemic and intends to identify new risks as they may arise in light of the continuing effects of the COVID-19 pandemic.
Operating Our Business Sustainably and Responsibly
We believe that preserving the environment, embracing diversity and inclusion, adhering to a strong culture of compliance and ethics, and supporting our communities, helps us operate our business sustainably, which benefits:
our loyal customers who use our products over the span of many years and who are an important competitive advantage,
our employees—many long-tenured—who embrace our well-paying jobs and inspiring corporate purpose and values and who are one of our greatest strengths,
our communities which support us, where we live, grow and give back, and
our stockholders for whom we continuously work to build long-term growth and value.
To operate our business sustainably, we must evaluate and potentially modify every aspect of our business, from the people that we hire, to the assets that we own and operate, to every process that we follow from our supply chains through our manufacturing facilities until our products are in our customers’ hands in order to ensure that we have a growing and resilient company, built to last.
Our Board, our management team and our employees are committed to continuously improving the sustainability of our business. In 2021, at the organizational level:
We developed a new Corporate Purpose and Values statement:
Corporate Purpose: Our passion is to Find, Fight and Follow disease to deliver better patient outcomes.
Values: Our Values are to:
¡ | Help people be their best |
¡ | Respect one another and act as one |
¡ | Own the solution and make it happen |
¡ | Learn, adapt and win |
¡ | Know someone’s health is in our hands |
We recruited Ms. Minnie Baylor-Henry to be a new member of our Board of Directors, as well as a member of our Compensation Committee and Science and Technology Committee. Ms. Baylor-Henry is our first director of color and our third female director. Our Board is now in full compliance with Nasdaq’s Board Diversity Rule, and women now constitute one third of our Board.
We established a cross-functional Sustainability Committee, chaired by our Chief Human Resources Officer and supported by key members of our management team. The Sustainability Committee provides oversight and guidance on those ESG-related strategies and initiatives that are aligned with the Board-approved strategic plan and that impact the long-term sustainability of our business. Among other things, this Committee will identify sustainability opportunities for evaluation and implementation, oversee the upgrade of our already robust data collection and analysis, and establish Company-wide and site-specific ESG key performance indicators to measure our success.
We continue to refresh our Board Committee charters, Corporate Governance Principles and Guidelines and Company policies and actions to address corporate sustainability, and we have added as agenda items for meetings of our full Board the topics of our sustainability initiatives, including those around ESG matters, cybersecurity, culture and stockholder activism.
Lantheus 2022 Proxy Statement | Corporate Governance | 10 |
We have adopted a proxy access Bylaw amendment to provide our stockholders with an effective and workable process that can be used if ever needed and that reinforces our Board of Directors’ accountability.
At an operational level, we have also made substantial strides in enhancing the sustainability of our business, in the areas of Environmental, Safety, and Diversity, Culture and Community.
In 2021, we made measurable improvements to reduce waste, energy consumption and greenhouse gas emissions. We also continued to identify ways to improve the accuracy of our data. We use the EPA ENERGY STAR Portfolio Manager® to track energy and water consumption together with greenhouse gas emissions. We plan to fully implement and utilize the industry benchmarking application of this tool in 2022 for our main operations in North Billerica, MA.
Below are charts showing, for the years 2018 through 2021 at our North Billerica facility, our annual water use, waste disposed and recycled, types of waste disposed or recycled, energy consumption, and greenhouse gas emissions, including trend analyses in the accompanying notes. Year-to-year comparisons over the four-year period are affected by the improving quality of our data collection over time, the impact of the COVID-19 pandemic on our business, including reduced site occupancy and changes in manufacturing activities during the pandemic, and the construction and testing of our new in-house facility to manufacture DEFINITY.
Water Use Notes:
2021 indoor water usage increased due to the operational start-up of our new in-house manufacturing facility.
2020 water usage decreased due to reduced site occupancy as a result of the COVID-19 pandemic.
2018-2019 total water usage increased slightly because of the construction of our new in-house manufacturing facility.
Lantheus 2022 Proxy Statement | Corporate Governance | 11 |
Waste Notes:
2021 waste reductions in trash, cardboard, paper, pallets and lead were offset by increased waste from construction, product labels and packaging.
2020 waste declined due to reduced site occupancy because of the COVID-19 pandemic.
2019 total waste generated increased due to improved tracking data.
In the graph on the right, Special Waste includes chemical, pharmaceutical, radiological and biological waste as well as lead.
Energy Data Notes: • Natural gas main use - reconditioning air and industrial steam • Electricity main use - cooling, chilled water and cyclotron • Diesel use for emergency generators | Greenhouse Gas Data Notes: • Direct Emissions: Natural Gas Combustion, Diesel Combustion • Indirect Emissions: Electricity Use • PFP gas use, Genesis (Definity) manufacturing start-up. • PFP has GHG warming potential of 8830. (1kg PFP = 8830 kg CO2e) • CO2e: Carbon Dioxide Equivalent |
Starting in December 2021, at our North Billerica facility we began to exclusively purchase renewable wind energy from the power grid, saving over 500 metric tons of CO2e emissions in just one month and reducing indirect CO2e emissions by greater than 99%. This will create an estimated savings in 2022 of approximately 4,000 metric tons of CO2e 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 or recycle electronic waste in accordance with federal and state regulations.
Our Supplier Code of Conduct, available on our website at https://www.lantheus.com/suppliersvendors/, 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; encouraging conservation; and providing appropriate audit rights.
As a manufacturer and distributor of radioactive and other pharmaceutical products, we remain acutely aware not only of the impact of our business on the environment, but also on of the impact of our business on the safety of our employees, customers, patients and neighbors.
Lantheus 2022 Proxy Statement | Corporate Governance | 12 |
We maintain a staff of twelve Environmental, Health and Safety professionals, including Health Physicists and Occupational Health providers, who design, implement and monitor safety policies and procedures to support risk reduction and accident prevention to protect our employees, customers, patients and neighbors, including tracking Occupational Safety and Health Administration reportable injuries and near misses.
We also have a strong quality culture and, in 2021, we had no significant adverse findings on inspections/audits and no recalls, and we have a strong historic record of regulatory compliance.
In 2021 and 2022, we have maintained our Pandemic Response Team to oversee appropriate precautions to minimize the spread of COVID-19 in our teams and communities, including continued remote work for all non-critical employees and contractors, continued restricted work-related travel and COVID-19 vaccine policies. Our Pandemic Response Team has developed plans for employees to safely return to our different facilities later in the year.
Diversity, Culture and Community
In addition to the important environmental and safety work we do to improve the sustainability of our business, we believe that embracing diversity and inclusion, adhering to a strong culture of compliance and ethics, and supporting our communities makes us an employer of choice in the competitive life sciences industry in which we operate. Doing so also enhances our employee satisfaction and retention, maintains trust and good will with our valued customers and the numerous regulatory authorities that oversee our business, and benefits our stockholders by creating a growing and resilient company, built to last.
Diversity
Research has repeatedly demonstrated that companies with diverse workforces are more innovative and perform better over time. We promote diversity at every level within our organization. In 2021, we initiated the sponsorship of two Employee Resource Groups, the Black Brown & Latino ERG and Women Leaders of Lantheus ERG, to create a stronger sense of community and to provide professional development opportunities for diverse employees. In addition, we host “fireside chats” for our employees exploring the personal experiences of diverse leaders. The talks have included one celebrating Women’s History Month in 2021 featuring our director Julie McHugh discussing her career as a woman in the life sciences industry, and one celebrating Black History Month in 2022 featuring Dr. Ivy Taylor discussing her life experiences, including as the first female Mayor of San Antonio, Texas and the first female President of Rust College, a Historically Black College in Mississippi.
In addition to our Board, which is now in full compliance with Nasdaq’s Board Diversity Rule, we have a female CEO, over half of our Vice Presidents and above are women, and approximately 46% of our employees are women. We continue to strive to improve our diversity and inclusion beyond gender, and we require recruiters working with us to present diverse candidates. We continually focus 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.
Our procurement team continually explores 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.
Culture
We are committed to promoting a culture of ethics and compliance. Our Code of Conduct reflects our 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 covers anti-bribery/anti-corruption rules, confidentiality obligations, cybersecurity, and insider trading prohibitions, as well as specialized training in healthcare industry marketing practices.
We have a formal Ethics and Compliance Committee chaired by our Vice President of Internal Audit and Compliance (who reports directly to the Chairman of our Audit Committee) and which includes our Chief Financial Officer, Chief Human Resources Officer and General Counsel. Our Ethics and Compliance Committee develops, implements and oversees our ethics and compliance programs.
We have an externally administered whistleblower hotline and website, which allows for anonymous reporting and the Ethics and Compliance Committee oversees and responds to as issues may arise.
Our Supplier Code of Conduct 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, and providing appropriate audit rights.
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As part of the ongoing efforts to operate our business sustainably, we are expanding our internal training, professional development and employee engagement programs.
Community
We’ve had a long-standing relationship with Valley Collaborative, a local organization that provides employment and community-based support to individuals with disabilities. We support the Pheo Para Alliance, which is the longest-standing internationally recognized leader in advocacy for, and awareness of, pheochromocytoma and paraganglioma. We also support a number of other local organizations, including the Greater Boston Chamber of Commerce, Greater Lowell Chamber of Commerce and Somerset, and New Jersey County Business Partnership.
We have been the largest sponsor of United Way of Massachusetts Bay of Merrimack Valley in its Summer Experiences of Greater Lowell program, a relationship that has been in place for 26 years. We are also, are active participants in the American Heart Association Heart Walk and are a sponsor of the Boston 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 diagnosing and treating prostate cancer.
We also support and encourage our employees to participate in local organizations where we operate, as well as in their communities. These organizations include Billerica Partners for Education, Life Sciences Cares, Massachusetts Business Roundtable, Middlesex 3 Coalition and MassMEDIC.
In 2021, the Board held six meetings and acted by written consent in lieu of a meeting two times, the Audit Committee held four meetings, the Compensation Committee held five meetings, the Nominating and Corporate Governance Committee held six meetings, and the Science and Technology Committee held four meetings. The Finance and Strategy Committee was formed in December 2021 and did not hold any meetings in 2021. During 2021, 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. The non-employee directors of the Company meet in private executive session without management present at the end of most meetings of the Board. Under the Corporate Governance Guidelines and Principles adopted by the Board, the independent Chairperson of the Board presides at those private executive sessions, and those private executive sessions must occur no less frequently than twice per year.
Director Attendance at Annual Meetings
We have no formal policy with respect to director attendance at our annual meetings of stockholders, however, we encourage all directors to attend. All of our current directors who were then serving as directors of the Company virtually attended the 2021 Annual Meeting of Stockholders.
Certain Relationships and Related Person Transactions
Related Person Transactions
This section describes certain relationships and related person transactions between us or our subsidiaries, on the one hand, and our directors, director nominees, executive officers, holders of more than 5% of our voting securities and certain related persons of any of the foregoing, on the other hand, since January 1, 2021.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by applicable law, including indemnification of expenses, such as attorneys’ fees, judgments, penalties, fines and settlement amounts, actually and reasonably incurred by the director or executive officer in any action or proceeding, including, without limitation, all liability arising out of negligence or active or passive wrongdoing by that officer or director, in any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer, in each case, subject to certain exceptions. At present, we are not aware of any pending or threatened litigation or proceeding involving any of our directors, executive officers, employees or agents in which indemnification would be required or permitted. We believe these indemnification agreements are customary and necessary to attract and retain qualified persons as directors and executive officers.
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Policies for Approval of Related Person Transactions
We have a written policy relating to the approval of related person transactions pursuant to which the Audit Committee reviews and approves or ratifies all relationships and related person transactions between us and (i) our directors, director nominees and executive officers, (ii) any 5% record or beneficial owner of Shares or (iii) any immediate family member of any person specified in (i) or (ii) above. Management, under the oversight of the Audit Committee, is primarily responsible for the development and implementation of processes and controls to obtain information from our directors and executive officers with respect to related person transactions, and the Audit Committee is primarily responsible for determining, based on the facts and circumstances (which the potentially conflicted person must fully and affirmatively disclose), whether we have, or a related person has, a direct or indirect material interest in the transaction.
As set forth in our related person transaction policy, in the course of its review and approval or ratification of a related person transaction, the Audit Committee will consider:
the nature of the related person’s interest in the transaction;
the availability of other sources of comparable products or services;
the material terms of the transaction, including, without limitation, the amount and type of transaction; and
the importance of the transaction to us.
Any member of the Audit Committee who is a related person with respect to a transaction under review will not be permitted to participate in the approval or ratification of the transaction. However, that member of the Audit Committee will provide all material information concerning the transaction to the Audit Committee.
Lantheus 2022 Proxy Statement | PMT Insert | 15 |
Proposal 1: Election of directors
Our Board is currently comprised of nine directors, divided into three classes, designated as Class I, Class II and Class III. Each year, a different class of directors is elected at our annual meeting of stockholders. Each elected director holds office for a three-year term or until her or his successor is duly elected and qualified or until her or his earlier death, resignation, retirement, disqualification or removal.
This year, our Class I directors—Ms. Mary Anne Heino, Dr. Gérard Ber and Mr. Samuel Leno — will stand for election for a new three-year term. If elected, each of the nominees will hold office until our 2025 Annual Meeting of Stockholders and a successor is duly elected and qualified or until her or his earlier death, resignation, disqualification or removal.
The persons named as proxies will vote to elect each of the three Board nominees, unless a stockholder indicates that her or his 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 the heading “Director Nominee Biographies” and the criteria and diversity policy described under the heading “Board Diversity and Tenure.”
Under Delaware law and our 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, subject to our majority voting policy described under the heading “Majority Voting Policy.” 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.
Our 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” her or his election or re-election in excess of 50% of the number of votes used for purposes of establishing the presence of a quorum (a “Majority Vote”), that director will tender her or his resignation, 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 discretion, elect to accept.
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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:
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. The Board has adopted a formal diversity policy, a copy of which 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, ethnicity, culture, thought, geography, education and competencies, with the goal of having a Board that, 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 evaluations and self-assessments described above, in making its nomination recommendations.
The following chart summarizes certain self-identified personal characteristics of our directors, in accordance with Nasdaq Listing Rule 5605(f). Each term used in the table has the meaning given to it in the rule and related instructions.
Board Diversity Matrix (As of March 1, 2022) | ||||
| Female | Male | ||
Total Number of Directors | 9 | |||
Part I: Gender Identity |
|
| ||
Directors | 3 | 6 | ||
Part II: Demographic Background |
|
| ||
African American or Black | 1 | — | ||
White | 2 | 6 |
Directors who are Military Veterans: 2
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Qualifications and Experience of Directors
Each year, our Board and each of its committees conduct self-evaluations of their performance and effectiveness. The Nominating and Corporate Governance Committee recommends to the Board the methodology for those self-evaluations and oversees their administration. Each member of the Board completes a comprehensive questionnaire to assess that member’s own performance and effectiveness and skills and the performance and effectiveness of the Board and any 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 and then discussed with that Committee and the Board.
Functional Experience Outside Lantheus | Markison | Heino | Baylor- Henry | Ber | Leno | Mäusli | McHugh | Pruden | Thrall | |||||||||||||||||||||||||||
Director or Officer of Public Company An understanding of public company reporting responsibilities, investor relations, disclosure and other matters typically affecting public companies is important in navigating corporate governance issues appropriately. | X | X | X | X | X | X | X | X | ||||||||||||||||||||||||||||
Director of Life Sciences or Healthcare Company Knowledge of the life sciences and healthcare industries ensures effective oversight of our business and the development and execution of our long-term strategy. | X | X | X | X | X | X | X | X | ||||||||||||||||||||||||||||
C-Suite Leadership Experience in significant leadership positions (such as CEO, CFO, COO, CCO, CMO or similar positions) is valuable in overseeing our management’s performance. Directors with leadership experience also tend to demonstrate a practical understanding of organizations, strategy, risk management and corporate governance. | X | X | X | X | X | X | X | X | ||||||||||||||||||||||||||||
Strategy Development and Strategic Planning Experience defining and driving strategic direction and growth are helpful in formulating, and overseeing effective execution of, our short- and long-term business strategies. | X | X | X | X | X | X | X | X | X |
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Functional Experience Outside Lantheus | Markison | Heino | Baylor- Henry | Ber | Leno | Mäusli | McHugh | Pruden | Thrall | |||||||||||||||||||||||||||
Human Capital Management and Talent Development Experience in managing and developing people, their compensation, inclusion and diversity efforts, and succession planning is important in order to attract, develop, motivate and retain high-quality our senior management team and employees. | X | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||||
Corporate Finance and Capital Markets Experience in corporate finance and capital markets ensures Board oversight of our access to and effective management of capital and our capital structure. | X | X | X | X | X | |||||||||||||||||||||||||||||||
M&A and Business Development Experience in mergers and acquisitions enables the Board to oversee our management team’s due diligence, financial analysis and forecasting, negotiation and closing of strategic transactions, successful integration of businesses and assets, and synergy capture. | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||
Accounting and Financial Reporting Experience in technical accounting and financial reporting provides strong oversight of our financial performance, reporting obligations and internal controls. | X | X | X | |||||||||||||||||||||||||||||||||
Sales and Marketing Experience in the sales and marketing of drugs and medical devices and an understanding of the reimbursement environment is key in overseeing our management team’s commercialization plans and execution. | X | X | X | X | X | X |
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Functional Experience Outside Lantheus | Markison | Heino | Baylor- Henry | Ber | Leno | Mäusli | McHugh | Pruden | Thrall | |||||||||||||||||||||||||||
Manufacturing, Procurement and Supply Chain Management Experience in technical operations assists the Board in understanding the technology transfer, manufacturing, procurement and supply chain, vendor oversight and labor relations activities in which we are involved. | X | X | X | X | X | |||||||||||||||||||||||||||||||
Research and Clinical Development Scientific, medical and technological competencies allow the Board to provide input into, and oversight of, our research and clinical development and life cycle management activities. | X | X | X | X | X | |||||||||||||||||||||||||||||||
Legal, Regulatory, Compliance and Governmental Affairs Experience in understanding legal and regulatory obligations and risks, litigation and regulatory proceedings, and governmental and regulatory affairs facilitates the Board’s oversight of our compliance, compliance program, dispute resolution and governmental relations activities. | X | X | X | X | X | X | ||||||||||||||||||||||||||||||
Risk Assessment and Management The scale, scope, and complexity of our business raises a multitude of evolving and interdependent risks. Experience in effectively identifying, prioritizing and managing a broad spectrum of risks can help the Board appreciate, anticipate and oversee our enterprise risk management efforts. | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||
Corporate Governance and ESG Experience in environmental, social and governance matters will facilitate the long-term sustainability of our business and enable us to address the needs of our various stakeholders. | X | X | X | X | X | X | X |
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Functional Experience Outside Lantheus | Markison | Heino | Baylor- Henry | Ber | Leno | Mäusli | McHugh | Pruden | Thrall | |||||||||||||||||||||||||||
Intellectual Property Experience in the creation, prosecution, license, acquisition, defense and enforcement of intellectual property enables the Board to oversee our comprehensive patent and intellectual property portfolio. | X | X | X | |||||||||||||||||||||||||||||||||
Technology, Cybersecurity and Data Privacy Experience in developing the best tools to advance operations, addressing physical and cybersecurity concerns, and identifying new business opportunities and risks supports our information security investments and programs. | X | X | X | X | ||||||||||||||||||||||||||||||||
International Experience Experience in global operations will enable the Board to help management understand the different cultural, political, and regulatory requirements affecting our business activities. | X | X | X | X | X | X | X | X |
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Director Nomination Process; Process for Stockholders to Recommend Director Nominees
Each year, the Nominating and Corporate Governance Committee recommends, and the Board proposes, a slate of director nominees proposed for election at the annual meeting of stockholders. Stockholders may also nominate directors.
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 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 Bylaws and other information reasonably requested by the Company within the timeframe described in our Bylaws under the heading “Additional Information—Procedures for Submitting Stockholder Proposals.”
Communication with the Board of Directors
Any stockholder or other interested party who would like to communicate with the Board or any of its committees, the independent directors as a group or any specific member or members of the Board should send those communications to Lantheus Holdings, Inc., 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, 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.
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Set forth below are the biographies for the Class I director nominees and each person whose term of office as a director will continue after the Annual Meeting.
Class I Directors for Election to a Three-Year Term Expiring at the 2025 Annual Meeting of Stockholders
Mary Anne Heino | ||||
| Director since 2015 62 years old President and | Specific Expertise: 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. | ||
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 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 WorldWide 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’s of Science in Nursing from the City University of New York and a Bachelor’s of Science in Biology from the State University of New York at Stony Brook. Ms. Heino currently serves on the Executive Committee of the Massachusetts Business Roundtable and the Board of MassMEDIC. |
Dr. Gérard Ber | ||||
| Director since 2020 Independent 64 years old Committees: Compensation Science and | Specific Expertise: Dr. Ber was chosen as a Director because of his commercial and operational management background and extensive experience with radiopharmaceutical products. | ||
Dr. Gérard Beris a Director and a member of the Compensation and Science and Technology Committees, serving on the Board since June 2020. Dr. Ber is also a member of the Board of Y-mAbs Therapeutics, Inc and Evergreen Theragnostics. He served on the Board of Directors of Progenics Pharmaceuticals, Inc. (“Progenics”) from November 2019 until its acquisition by the Company. Dr. Ber was also the Co-Founder and former Chief Operating Officer of Advanced Accelerator Applications S.A. from 2002 until its acquisition by Novartis AG in January 2018. He brings over 30 years of experience in molecular nuclear medicine, specifically including product development, production and commercialization of diagnostics and therapeutic products for several indications in various diseases. Dr. Ber received his Doctorat from the Université of Pharmacy of Grenoble France. |
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Samuel Leno | ||||
| Director since 2012 Independent 76 years old Committees: Audit Committee Nominating and Finance and Strategy | Specific Expertise: Mr. Leno was chosen as a Director because of his financial expertise and industry background. | ||
Samuel Lenois a Director and the Chairperson of the Audit Committee and a member of the Nominating and Corporate Governance and Finance and Strategy Committees, serving on the Board since May 2012. Mr. Leno is a strategic executive with more than 40 years of experience with complex multinational companies. He most recently held the positions of Executive Vice President and Chief Operations Officer at Boston Scientific. He previously served as Executive Vice President, Finance and Information Systems and Chief Financial Officer. He retired from Boston Scientific in December 2011. Prior to joining Boston Scientific, Mr. Leno served as Executive Vice President, Finance and Corporate Services and Chief Financial Officer at Zimmer Holdings, Inc. and Chief Financial Officer positions at Arrow Electronics, Inc., Corporate Express, Inc. and Coram Healthcare. Previously, he held a variety of senior financial positions at Baxter International, Inc. and American Hospital Supply Corporation. He was the Chairman of the Board of Directors and of the Audit Committee of Zest Anchors, Inc. He previously served on the Boards of Directors and the Audit Committees of Omnicare and TomoTherapy, Inc. and 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. |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 24 |
Class II Directors Continuing in Office until the 2023 Annual Meeting of Stockholders
Minnie Baylor-Henry | ||||
| Director since2022 Independent 59years old Committees: Compensation Science and | Specific Expertise: Mr. Baylor-Henry was chosen as a Director because of her regulatory and legal background and extensive experience in the pharmaceutical industry. | ||
Minnie Baylor-Henry is a Director and a member of the Compensation and the Science and Technology Committees, serving on the Board of Directors since March 2022. Since 2015, Ms. Baylor-Henry has served as the President of B-Henry & Associates, a consulting firm focused on providing regulatory and compliance strategy services to life sciences companies. Prior to assuming her current role, she was the Worldwide Vice-President for Regulatory Affairs for J & J’s Medical Devices & Diagnostics business where she was directly responsible for coordinating the regulatory strategy for the approval of a wide portfolio of products globally. Prior to that Ms. Baylor-Henry was a National Director for Regulatory & Capital Markets Consulting at Deloitte & Touche. From 1991-1999, she worked at the U.S. Food & Drug Administration (“FDA”) where she served in many roles, most notably, FDA’s National Health Fraud Coordinator and, within the Center for Drugs, as the Director of the Division of Drug Marketing, Advertising, and Communications. In addition, Ms. Baylor-Henry is a former President & Board Chair of the Drug Information Association and of the Food and Drug Law Institute. Ms. Baylor-Henry is currently an independent director of Apyx Medical, Paratek Pharmaceuticals and scPharmaceuticals. Ms. Baylor-Henry is also a member of the Board of Directors of several not-for-profit companies, including Mass Eye & Ear Hospital, and Dress for Success Boston. Ms. Baylor-Henry received her Pharmacy degree from Howard University’s College of Pharmacy and her law degree from Catholic University’s Columbus School of Law. |
Heinz Mäusli | ||||
| Director since2020 Independent 59 years old Committees: Audit Committee Nominating and Finance and | Specific Expertise: Mr. Mäusli was chosen as a Director because of his financial and legal background and extensive experience with radiopharmaceutical products. | ||
Heinz Mäusli is a Director and a member of the Audit, Nominating and Corporate Governance and Finance and Strategy Committees, serving on the Board of Directors since June 2020. He is also a member of the Board of Directors of Inventiva SA. He served on the Board of Directors and as the Chairperson of the Audit Committee of Progenics from November 2019 until its acquisition by the Company. Mr. Mäusli is the former Chief Financial Officer of Advanced Accelerator Applications S.A., where he worked from 2003 to July 2018, 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 received a Master’s of Business Administration from Columbia University and a Lic. Oec. from University of St.Gallen, Switzerland. |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 25 |
Julie McHugh | ||||
| Director since2017 Independent 57years old Committees: Nominating and Compensation | Specific Expertise: Ms. McHugh was chosen as a Director because of her strong commercial and operational management background and extensive experience in the pharmaceutical industry. | ||
Julie McHugh is a Director and the Chairperson of the Nominating and Corporate Governance Committee and a member of the 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., from 2010 to 2013, 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 Virology business unit of 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 of 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. |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 26 |
Class III Directors Continuing in Office until the 2024 Annual Meeting of Stockholders
Brian Markison | ||||
| Director since 2012 Chairman Independent 62years old Committees: Finance and Strategy Science and Technology Committee | Specific Expertise: Mr. Markison was chosen as a Director because of his strong commercial and operational management background and extensive experience in the pharmaceutical industry. | ||
Brian Markison is the Non-Executive Chairman of the Board, the Chairperson of the Finance and Strategy Committee, and a member of the Science and Technology 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 Chief Executive Officer and a Director of RVL Pharmaceuticals plc (formerly known as Osmotica Pharmaceuticals plc), 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 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. |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 27 |
Gary Pruden | ||||
| Director since2018 Independent 60years old Committees: Compensation Committee (Chair) Audit Committee Finance and Strategy Committee | Specific Expertise: Mr. Pruden was selected as a Director because of his strong financial, operational management, international and regulatory background and his extensive experience in the global pharmaceutical industry. | ||
Gary J. Pruden is a Director, Chairperson of the Compensation Committee and a member of the Audit and Finance and Strategy Committees, serving on the Board since February 2018. Mr. Pruden has over 30 years of experience in the global healthcare industry. Most recently, Mr. Pruden held a number of senior commercial leadership positions across both the medical device and pharmaceutical sectors of J&J from 1985 until 2017. In April 2016, Mr. Pruden was appointed as a member of the Executive Committee of 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, Compensation Committee, and Nominating and Corporate Governance 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. |
Dr. James H. Thrall | ||||
| Director since 2018 Independent 78 years old Committees: Science & Nominating & | Specific Expertise: Dr. Thrall was chosen as a Director because of his extensive experience in nuclear medicine and radiology, including in connection with imaging modalities and the development and use of innovative new technologies, including artificial intelligence. | ||
Dr. James H. Thrall is a Director, the Chairperson of the Science and Technology Committee and a member of the Nominating and Corporate Governance 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. |
Lantheus 2022 Proxy Statement | Director Compensation | 28 |
The Compensation Committee engages Pearl Meyer to review the Company’s non-employee director compensation program approximately every other year, with the most recent review occurring at the beginning of 2021. 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 benchmarking 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, an increase in the annual fee and annual equity grants for the Board and certain committees as reflected in the table below.
Consistent with this benchmarking exercise, the Board adopted the following plan for annual compensation applicable to each of our non-employee directors. The annual compensation is a combination of cash (paid quarterly in advance and prorated for partial periods of service) for services as a director and, as applicable, a Board committee member, together with equity. In 2021, we changed the timing of our annual grant of equity to our non-employee directors to align with the timing of our Annual Meeting and the term of service of each non-employee director.
Elements of Director Compensation
Each independent director receives annual compensation in the form of an annual cash retainer and an annual equity retainer as noted below:
Board / Committee | Chair | Member | Grant Date Fair Value of Annual Equity Grant | |||||||||
Board of Directors | $117,500 | $55,000 | $155,000 | |||||||||
Audit Committee | $25,000 | $10,000 | — | |||||||||
Compensation Committee | $20,000 | $7,500 | — | |||||||||
Nominating and Corporate Governance Committee | $15,000 | $5,000 | — | |||||||||
Finance and Strategy Committee(1) | $7,500 | $5,000 | — | |||||||||
Science and Technology Committee | $7,500 | $5,000 | — |
(1) | The Finance and Strategy Committee was reconstituted in December 2021. |
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.
The following table shows the compensation paid to the individuals who served as our non-employee directors in 2021:
Name(1) | Fees Earned or Paid in Cash | Stock Awards(2) | Total | |||||||||
Brian Markison(3) | $120,875 | $180,816 | $301,691 | |||||||||
Gérard Ber(4) | $63,438 | $180,816 | $244,254 | |||||||||
Samuel Leno(5) | $81,750 | $180,816 | $262,566 | |||||||||
Heinz Mäusli(6) | $69,188 | $180,816 | $250,004 | |||||||||
Julie McHugh(7) | $73,438 | $180,816 | $254,254 | |||||||||
Gary Pruden(8) | $79,313 | $180,816 | $260,129 | |||||||||
Dr. James Thrall(9) | $71,750 | $180,816 | $252,566 | |||||||||
Dr. Frederick Robertson(10) | $35,000 | $25,833 | $60,833 |
Lantheus 2022 Proxy Statement | Director Compensation | 29 |
(1) | Ms. Heino does not receive any additional compensation for her service as a director and is not listed in the table above. For information regarding Ms. Heino’s 2021 compensation, see the Summary Compensation Table below. Ms. Baylor-Henry joined the Board in March 2022. |
(2) | The amounts in the stock awards column reflect the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, of RSUs granted in 2021, excluding the effect of estimated forfeitures. The aggregate grant date fair value of RSUs is measured based on the closing fair market value of a share of our common stock on the date of grant, multiplied by the number of Shares subject to the award granted. This grant date fair value does not necessarily correspond to the actual value that will ultimately be realized by each director, which will likely vary based on a number of factors, including our financial performance, stock price fluctuations and applicable vesting. The assumptions used in the valuation of stock-based awards are discussed in Note 16 in our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2021. |
(3) | On May 10, 2021, Mr. Markison was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Mr. Markison held 8,513 unvested RSUs. |
(4) | On May 10, 2021, Dr. Ber was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Dr. Ber held 8,513 unvested RSUs. |
(5) | On May 10, 2021, Mr. Leno was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Mr. Leno held 8,513 unvested RSUs. |
(6) | On May 10, 2021, Mr. Mäusli was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Mr. Mäusli held 8,513 unvested RSUs. |
(7) | On May 10, 2021, Ms. McHugh was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Ms. McHugh held 8,513 unvested RSUs. |
(8) | On May 10, 2021, Mr. Pruden was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Mr. Pruden held 8,513 unvested RSUs. |
(9) | On May 10, 2021, Dr. Thrall was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Dr. Thrall held 8,513 unvested RSUs. |
(10) | On April 28, 2021, Mr. Robertson was granted 1,139 RSUs as his pro rata portion of his regular director grant. Mr. Robertson did not stand for re-election as indicated in our Definitive Proxy for 2021. |
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 restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance-based vesting (“PSAs”) and performance-based restricted stock units (“PSUs”) granted in or after 2019. Our non-employee directors are required to comply with the Stock Ownership and Retention Guidelines within five years of when the Stock Ownership and Retention Guidelines first apply to them. As of December 31, 2021, each of our directors had either already achieved the requirements under the Guidelines or was within the five-year period to comply.
In addition, all directors are subject to the prohibitions on transacting in Company securities described under the heading “Short Term Trading, Hedging and Pledging Prohibition.”
Lantheus 2022 Proxy Statement | Beneficial Ownership | 30 |
Beneficial Ownership of Directors and Executive Officers
The following table sets forth information regarding the beneficial ownership of our common stock held by (i) each of our directors, (ii) each of our named executive officers, (iii) our directors and executive officers as a group and (iv) each person known to us to beneficially own more than 5% of our common stock. For our directors and officers, except as otherwise indicated in the footnotes below, the information is as of the record date, March 1, 2022. For other stockholders who own more than 5% of our common stock, the information is as of the most recent Schedule 13G filed by each of those stockholders with the SEC.
Beneficial ownership of Shares is determined under rules of the SEC and generally includes any Shares over which a person exercises sole or shared voting or investment power. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all Shares shown as beneficially owned by them.
Percentage of beneficial ownership is calculated in part based on 68,115,114 Shares outstanding as of March 1, 2022. Shares subject to RSAs or RSUs that are currently vested or that will vest within 60 days of March 1, 2022, and stock options currently exercisable or exercisable within 60 days of the date of this proxy statement, are deemed to be outstanding and beneficially owned by the person holding those RSAs, RSUs and options for the purposes of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person.
Unless otherwise indicated, the address for each holder listed below is c/o Lantheus Holdings, Inc., 331 Treble Cove Road, North Billerica, MA 01862.
Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percentage Ownership | ||||||
Directors and Named Executive Officers |
|
|
|
|
|
| ||
Brian Markison(1) | 98,188 | * | ||||||
Mary Anne Heino(2) | 515,331 | * | ||||||
Minnie Baylor-Henry(3) | 0 | * | ||||||
Gérard Ber(4) | 40,768 | * | ||||||
Samuel Leno(5) | 74,655 | * | ||||||
Heinz Mäusli(6) | 33,692 | * | ||||||
Julie McHugh(7) | 23,057 | * | ||||||
Gary Pruden(8) | 20,252 | * | ||||||
Dr. James Thrall(9) | 19,867 | * | ||||||
Robert J. Marshall Jr.(10) | 33,081 | * | ||||||
Paul Blanchfield(11) | 24,069 | * | ||||||
Etienne Montagut(12) | 31,108 | * | ||||||
Daniel Niedzwiecki(13) | 32,834 | * | ||||||
John Bolla(14) | 15,594 | * | ||||||
Dr. Istvan Molnar(15) | 6,067 | * | ||||||
All Directors and Executive Officers as a Group (16 persons)(16) | 1,064,800 | 1.6% | ||||||
5% Stockholders |
|
|
|
|
|
| ||
BlackRock, Inc.(17) | 10,675,397 | 15.7% | ||||||
The Vanguard Group, Inc.(18) | 4,319,814 | 6.4% |
* | Represents beneficial ownership of less than 1% of our outstanding Shares. |
(1) | Includes 58,913 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 8,513 unvested RSUs held by Mr. Markison. |
(2) | Includes 44,484 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 234,596 unvested RSUs and PSUs held by Ms. Heino. |
(3) | Does not include 517 unvested RSUs held by Ms. Baylor-Henry. |
Lantheus 2022 Proxy Statement | Beneficial Ownership | 31 |
(4) | Includes 17,481 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 8,513 unvested RSUs held by Mr. Ber. |
(5) | Includes 33,871 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 8,513 unvested RSUs held by Mr. Leno. |
(6) | Includes 17,481 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 8,513 unvested RSUs held by Mr. Mäusli. |
(7) | Does not include 8,513 unvested RSUs held by Ms. McHugh. |
(8) | Does not include 8,513 unvested RSUs held by Mr. Pruden. |
(9) | Does not include 8,513 unvested RSUs held by Mr. Thrall. |
(10) | Does not include 83,952 unvested RSAs, RSUs and PSUs held by Mr. Marshall. |
(11) | Does not include 37,851 unvested RSUs and PSUs held by Mr. Blanchfield. |
(12) | Does not include 58,417 unvested RSAs, RSUs and PSUs held by Mr. Montagut. |
(13) | Includes 2,846 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 29,890 unvested RSUs and PSUs held by Mr. Niedzwiecki. |
(14) | Mr. Bolla’s employment with Lantheus ended August 6, 2021. The amount represents his holdings as of his separation date. Mr. Bolla forfeited all of |
(15) | Dr. Molnar’s employment with Lantheus ended October 13, 2021. The amount represents his holdings as of his separation date. Dr. Molnar forfeited all of his unvested RSUs and PSUs upon his separation from the Company. |
(16) | Includes 213,244 Shares issuable upon exercise of outstanding options that were exercisable within the |
(17) | Based solely on Amendment No. 1 to Schedule 13G filed on January 27, 2022 by BlackRock, Inc. In that filing, BlackRock, Inc. reports sole voting power with respect to 10,545,495 Shares and sole dispositive power with respect to 10,675,397 Shares, and lists its address as 55 E. 52nd Street, New York, New York 10055. |
(18) | Based solely on the |
Lantheus 2022 Proxy Statement | Proposal 2: Advisory Vote to | 32 |
Proposal 2: Advisory vote to approve 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.”
Vote Required and Board of Directors’ Recommendation
Although the “say-on-pay” vote we are asking you to cast is non-binding, the Compensation Committee and the Board value the views of our stockholders and will consider the outcome of the vote when determining future compensation arrangements for our 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 2023 Annual Meeting of Stockholders.
Lantheus 2022 Proxy Statement | Executive Compensation | 33 |
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 2021 and provides our stockholders with an explanation of our executive compensation program, the decisions made by our Compensation Committee during 2021 relating to that program and other relevant information.
Our NEOs for the year ended December 31, 2021 were:
NEO | Title | |
Mary Anne Heino | President & Chief Executive Officer | |
Robert J. Marshall, Jr. | Chief Financial Officer and Treasurer | |
Paul M. Blanchfield | Chief Commercial Officer | |
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. |
Lantheus 2022 Proxy Statement | Corporate Governance | 7 |
Nominating and Corporate Governance Committee | ||
Members Julie McHugh (Chair) Samuel Leno Heinz Mäusli Dr. James H. Thrall All Independent | 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 • oversee succession planning for the CEO; • oversee our ESG and sustainability 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
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. | |
Finance and Strategy Committee
Members Brian Markison (Chair) Samuel Leno Heinz Mäusli Gary Pruden All Independent | The primary purpose of the Finance and Strategy Committee is to: • oversee and make recommendations to the Board about the strategic plan of the Company; • review and make recommendations to the Board about strategic transactions; • oversee the financing activities of the Company; and • review and make recommendations to the Board about the financing plans, strategies and instruments of the Company. The Finance and Strategy Committee is currently comprised of Messrs. Markison, Leno, Mäusli and Pruden. Mr. Markison serves as the Chairperson. |
Lantheus 2022 Proxy Statement | Corporate Governance | 8 |
Science and Technology Committee
Members Dr. James H. Thrall (Chair) Minnie Baylor-Henry Dr. Gérard Ber Brian Markison All Independent | The primary purpose of the Science and Technology Committee is to: • advise on scientific, technological, medical, regulatory and intellectual property matters, including with respect to the Company’s strategic plan and material business development opportunities; • monitor and evaluate issues, developments and trends related to the Company’s scientific, technological, medical, regulatory and intellectual property matters; • advise on our intellectual property portfolio and strategy, including through potential collaborations and acquisitions; and • assist the Audit Committee and the Board in overseeing our enterprise risk management in areas related to our scientific, technological, medical, regulatory and The Science and |
Board and Committee Evaluations and Self-Assessments
Each year, our Board and each of its committees conduct formal evaluations and self-assessments to evaluate their performance and effectiveness and to examine what experience and skill sets, if any, would be desirable to add, whether through third-party experts or new directors. 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 and then discussed with that Committee and the Board.
Our Code of Conduct is 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 the non-employee directors on the Board. We also have a Supplemental Code of Conduct that is applicable to certain members of our management team involved in preparing financial statements and public disclosure. Our Code of Conduct and our Supplemental Code of Ethics are 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 2021.
The Company’s management is primarily responsible for the day-to-day management of the Company. However, the Board believes that oversight of risk management is one of its fundamental responsibilities and has delegated to its committees oversight and management of specific risks, on 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 information technology systems, processes and data, including physical security and cybersecurity. These responsibilities include reviewing and discussing with the Company’s management its policies and processes relating to risk assessment and risk management. The Compensation Committee is responsible for reviewing compensation-related risks and non-CEO senior management succession planning. The Nominating and Corporate Governance Committee is responsible for oversight of the Company’s corporate governance, CEO succession planning and ESG initiatives. The Finance and Strategy Committee is responsible for oversight of the Company’s capital structure, capital markets and, and transaction-related risks. The Science and Technology Committee is responsible for advising on scientific, technological, medical, regulatory and intellectual property risks related to the Company’s existing products, clinical development programs and business 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.
Lantheus 2022 Proxy Statement | Corporate Governance | 9 |
Oversight of Cybersecurity and Data Privacy Risks
With respect to cybersecurity risks, the Company has invested and continues to invest in new information and cybersecurity services and technologies and provides employee comprehensive 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.
Oversight of COVID-19 Risks
The risk landscape associated with the COVID-19 pandemic has been, and continues to be, discussed with the full Board as well as each of the Board committees, as appropriate. Over the course of 2021, management regularly updated our directors on the pandemic’s impacts to our employees, our business, our customers and our suppliers and the strategic, operational and financial risks associated with the pandemic. Discussions with the Board and committees have included, among other topics, business resilience and continuity, employee health and safety (such as remote working, vaccination requirements, and safe return to office guidelines), technology and cybersecurity, changing customer expectations, supporting our broader community, employee retention and recruitment and talent management. Management continues to report to the Board on its response to the pandemic and intends to identify new risks as they may arise in light of the continuing effects of the COVID-19 pandemic.
Operating Our Business Sustainably and Responsibly
We believe that preserving the environment, embracing diversity and inclusion, adhering to a strong culture of compliance and ethics, and supporting our communities, helps us operate our business sustainably, which benefits:
our loyal customers who use our products over the span of many years and who are an important competitive advantage,
our employees—many long-tenured—who embrace our well-paying jobs and inspiring corporate purpose and values and who are one of our greatest strengths,
our communities which support us, where we live, grow and give back, and
our stockholders for whom we continuously work to build long-term growth and value.
To operate our business sustainably, we must evaluate and potentially modify every aspect of our business, from the people that we hire, to the assets that we own and operate, to every process that we follow from our supply chains through our manufacturing facilities until our products are in our customers’ hands in order to ensure that we have a growing and resilient company, built to last.
Our Board, our management team and our employees are committed to continuously improving the sustainability of our business. In 2021, at the organizational level:
We developed a new Corporate Purpose and Values statement:
Corporate Purpose: Our passion is to Find, Fight and Follow disease to deliver better patient outcomes.
Values: Our Values are to:
¡ | Help people be their best |
¡ | Respect one another and act as one |
¡ | Own the solution and make it happen |
¡ | Learn, adapt and win |
¡ | Know someone’s health is in our hands |
We recruited Ms. Minnie Baylor-Henry to be a new member of our Board of Directors, as well as a member of our Compensation Committee and Science and Technology Committee. Ms. Baylor-Henry is our first director of color and our third female director. Our Board is now in full compliance with Nasdaq’s Board Diversity Rule, and women now constitute one third of our Board.
We established a cross-functional Sustainability Committee, chaired by our Chief Human Resources Officer and supported by key members of our management team. The Sustainability Committee provides oversight and guidance on those ESG-related strategies and initiatives that are aligned with the Board-approved strategic plan and that impact the long-term sustainability of our business. Among other things, this Committee will identify sustainability opportunities for evaluation and implementation, oversee the upgrade of our already robust data collection and analysis, and establish Company-wide and site-specific ESG key performance indicators to measure our success.
We continue to refresh our Board Committee charters, Corporate Governance Principles and Guidelines and Company policies and actions to address corporate sustainability, and we have added as agenda items for meetings of our full Board the topics of our sustainability initiatives, including those around ESG matters, cybersecurity, culture and stockholder activism.
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We have adopted a proxy access Bylaw amendment to provide our stockholders with an effective and workable process that can be used if ever needed and that reinforces our Board of Directors’ accountability.
At an operational level, we have also made substantial strides in enhancing the sustainability of our business, in the areas of Environmental, Safety, and Diversity, Culture and Community.
In 2021, we made measurable improvements to reduce waste, energy consumption and greenhouse gas emissions. We also continued to identify ways to improve the accuracy of our data. We use the EPA ENERGY STAR Portfolio Manager® to track energy and water consumption together with greenhouse gas emissions. We plan to fully implement and utilize the industry benchmarking application of this tool in 2022 for our main operations in North Billerica, MA.
Below are charts showing, for the years 2018 through 2021 at our North Billerica facility, our annual water use, waste disposed and recycled, types of waste disposed or recycled, energy consumption, and greenhouse gas emissions, including trend analyses in the accompanying notes. Year-to-year comparisons over the four-year period are affected by the improving quality of our data collection over time, the impact of the COVID-19 pandemic on our business, including reduced site occupancy and changes in manufacturing activities during the pandemic, and the construction and testing of our new in-house facility to manufacture DEFINITY.
Water Use Notes:
2021 indoor water usage increased due to the operational start-up of our new in-house manufacturing facility.
2020 water usage decreased due to reduced site occupancy as a result of the COVID-19 pandemic.
2018-2019 total water usage increased slightly because of the construction of our new in-house manufacturing facility.
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Waste Notes:
2021 waste reductions in trash, cardboard, paper, pallets and lead were offset by increased waste from construction, product labels and packaging.
2020 waste declined due to reduced site occupancy because of the COVID-19 pandemic.
2019 total waste generated increased due to improved tracking data.
In the graph on the right, Special Waste includes chemical, pharmaceutical, radiological and biological waste as well as lead.
Energy Data Notes: • Natural gas main use - reconditioning air and industrial steam • Electricity main use - cooling, chilled water and cyclotron • Diesel use for emergency generators | Greenhouse Gas Data Notes: • Direct Emissions: Natural Gas Combustion, Diesel Combustion • Indirect Emissions: Electricity Use • PFP gas use, Genesis (Definity) manufacturing start-up. • PFP has GHG warming potential of 8830. (1kg PFP = 8830 kg CO2e) • CO2e: Carbon Dioxide Equivalent |
Starting in December 2021, at our North Billerica facility we began to exclusively purchase renewable wind energy from the power grid, saving over 500 metric tons of CO2e emissions in just one month and reducing indirect CO2e emissions by greater than 99%. This will create an estimated savings in 2022 of approximately 4,000 metric tons of CO2e 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 or recycle electronic waste in accordance with federal and state regulations.
Our Supplier Code of Conduct, available on our website at https://www.lantheus.com/suppliersvendors/, 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; encouraging conservation; and providing appropriate audit rights.
As a manufacturer and distributor of radioactive and other pharmaceutical products, we remain acutely aware not only of the impact of our business on the environment, but also on of the impact of our business on the safety of our employees, customers, patients and neighbors.
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We maintain a staff of twelve Environmental, Health and Safety professionals, including Health Physicists and Occupational Health providers, who design, implement and monitor safety policies and procedures to support risk reduction and accident prevention to protect our employees, customers, patients and neighbors, including tracking Occupational Safety and Health Administration reportable injuries and near misses.
We also have a strong quality culture and, in 2021, we had no significant adverse findings on inspections/audits and no recalls, and we have a strong historic record of regulatory compliance.
In 2021 and 2022, we have maintained our Pandemic Response Team to oversee appropriate precautions to minimize the spread of COVID-19 in our teams and communities, including continued remote work for all non-critical employees and contractors, continued restricted work-related travel and COVID-19 vaccine policies. Our Pandemic Response Team has developed plans for employees to safely return to our different facilities later in the year.
Diversity, Culture and Community
In addition to the important environmental and safety work we do to improve the sustainability of our business, we believe that embracing diversity and inclusion, adhering to a strong culture of compliance and ethics, and supporting our communities makes us an employer of choice in the competitive life sciences industry in which we operate. Doing so also enhances our employee satisfaction and retention, maintains trust and good will with our valued customers and the numerous regulatory authorities that oversee our business, and benefits our stockholders by creating a growing and resilient company, built to last.
Diversity
Research has repeatedly demonstrated that companies with diverse workforces are more innovative and perform better over time. We promote diversity at every level within our organization. In 2021, we initiated the sponsorship of two Employee Resource Groups, the Black Brown & Latino ERG and Women Leaders of Lantheus ERG, to create a stronger sense of community and to provide professional development opportunities for diverse employees. In addition, we host “fireside chats” for our employees exploring the personal experiences of diverse leaders. The talks have included one celebrating Women’s History Month in 2021 featuring our director Julie McHugh discussing her career as a woman in the life sciences industry, and one celebrating Black History Month in 2022 featuring Dr. Ivy Taylor discussing her life experiences, including as the first female Mayor of San Antonio, Texas and the first female President of Rust College, a Historically Black College in Mississippi.
In addition to our Board, which is now in full compliance with Nasdaq’s Board Diversity Rule, we have a female CEO, over half of our Vice Presidents and above are women, and approximately 46% of our employees are women. We continue to strive to improve our diversity and inclusion beyond gender, and we require recruiters working with us to present diverse candidates. We continually focus 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.
Our procurement team continually explores 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.
Culture
We are committed to promoting a culture of ethics and compliance. Our Code of Conduct reflects our 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 covers anti-bribery/anti-corruption rules, confidentiality obligations, cybersecurity, and insider trading prohibitions, as well as specialized training in healthcare industry marketing practices.
We have a formal Ethics and Compliance Committee chaired by our Vice President of Internal Audit and Compliance (who reports directly to the Chairman of our Audit Committee) and which includes our Chief Financial Officer, Chief Human Resources Officer and General Counsel. Our Ethics and Compliance Committee develops, implements and oversees our ethics and compliance programs.
We have an externally administered whistleblower hotline and website, which allows for anonymous reporting and the Ethics and Compliance Committee oversees and responds to as issues may arise.
Our Supplier Code of Conduct 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, and providing appropriate audit rights.
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As part of the ongoing efforts to operate our business sustainably, we are expanding our internal training, professional development and employee engagement programs.
Community
We’ve had a long-standing relationship with Valley Collaborative, a local organization that provides employment and community-based support to individuals with disabilities. We support the Pheo Para Alliance, which is the longest-standing internationally recognized leader in advocacy for, and awareness of, pheochromocytoma and paraganglioma. We also support a number of other local organizations, including the Greater Boston Chamber of Commerce, Greater Lowell Chamber of Commerce and Somerset, and New Jersey County Business Partnership.
We have been the largest sponsor of United Way of Massachusetts Bay of Merrimack Valley in its Summer Experiences of Greater Lowell program, a relationship that has been in place for 26 years. We are also, are active participants in the American Heart Association Heart Walk and are a sponsor of the Boston 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 diagnosing and treating prostate cancer.
We also support and encourage our employees to participate in local organizations where we operate, as well as in their communities. These organizations include Billerica Partners for Education, Life Sciences Cares, Massachusetts Business Roundtable, Middlesex 3 Coalition and MassMEDIC.
In 2021, the Board held six meetings and acted by written consent in lieu of a meeting two times, the Audit Committee held four meetings, the Compensation Committee held five meetings, the Nominating and Corporate Governance Committee held six meetings, and the Science and Technology Committee held four meetings. The Finance and Strategy Committee was formed in December 2021 and did not hold any meetings in 2021. During 2021, 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. The non-employee directors of the Company meet in private executive session without management present at the end of most meetings of the Board. Under the Corporate Governance Guidelines and Principles adopted by the Board, the independent Chairperson of the Board presides at those private executive sessions, and those private executive sessions must occur no less frequently than twice per year.
Director Attendance at Annual Meetings
We have no formal policy with respect to director attendance at our annual meetings of stockholders, however, we encourage all directors to attend. All of our current directors who were then serving as directors of the Company virtually attended the 2021 Annual Meeting of Stockholders.
Certain Relationships and Related Person Transactions
Related Person Transactions
This section describes certain relationships and related person transactions between us or our subsidiaries, on the one hand, and our directors, director nominees, executive officers, holders of more than 5% of our voting securities and certain related persons of any of the foregoing, on the other hand, since January 1, 2021.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by applicable law, including indemnification of expenses, such as attorneys’ fees, judgments, penalties, fines and settlement amounts, actually and reasonably incurred by the director or executive officer in any action or proceeding, including, without limitation, all liability arising out of negligence or active or passive wrongdoing by that officer or director, in any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer, in each case, subject to certain exceptions. At present, we are not aware of any pending or threatened litigation or proceeding involving any of our directors, executive officers, employees or agents in which indemnification would be required or permitted. We believe these indemnification agreements are customary and necessary to attract and retain qualified persons as directors and executive officers.
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Policies for Approval of Related Person Transactions
We have a written policy relating to the approval of related person transactions pursuant to which the Audit Committee reviews and approves or ratifies all relationships and related person transactions between us and (i) our directors, director nominees and executive officers, (ii) any 5% record or beneficial owner of Shares or (iii) any immediate family member of any person specified in (i) or (ii) above. Management, under the oversight of the Audit Committee, is primarily responsible for the development and implementation of processes and controls to obtain information from our directors and executive officers with respect to related person transactions, and the Audit Committee is primarily responsible for determining, based on the facts and circumstances (which the potentially conflicted person must fully and affirmatively disclose), whether we have, or a related person has, a direct or indirect material interest in the transaction.
As set forth in our related person transaction policy, in the course of its review and approval or ratification of a related person transaction, the Audit Committee will consider:
the nature of the related person’s interest in the transaction;
the availability of other sources of comparable products or services;
the material terms of the transaction, including, without limitation, the amount and type of transaction; and
the importance of the transaction to us.
Any member of the Audit Committee who is a related person with respect to a transaction under review will not be permitted to participate in the approval or ratification of the transaction. However, that member of the Audit Committee will provide all material information concerning the transaction to the Audit Committee.
Lantheus 2022 Proxy Statement | PMT Insert | 15 |
Proposal 1: Election of directors
Our Board is currently comprised of nine directors, divided into three classes, designated as Class I, Class II and Class III. Each year, a different class of directors is elected at our annual meeting of stockholders. Each elected director holds office for a three-year term or until her or his successor is duly elected and qualified or until her or his earlier death, resignation, retirement, disqualification or removal.
This year, our Class I directors—Ms. Mary Anne Heino, Dr. Gérard Ber and Mr. Samuel Leno — will stand for election for a new three-year term. If elected, each of the nominees will hold office until our 2025 Annual Meeting of Stockholders and a successor is duly elected and qualified or until her or his earlier death, resignation, disqualification or removal.
The persons named as proxies will vote to elect each of the three Board nominees, unless a stockholder indicates that her or his 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 the heading “Director Nominee Biographies” and the criteria and diversity policy described under the heading “Board Diversity and Tenure.”
Under Delaware law and our 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, subject to our majority voting policy described under the heading “Majority Voting Policy.” 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.
Our 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” her or his election or re-election in excess of 50% of the number of votes used for purposes of establishing the presence of a quorum (a “Majority Vote”), that director will tender her or his resignation, 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 discretion, elect to accept.
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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:
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. The Board has adopted a formal diversity policy, a copy of which 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, ethnicity, culture, thought, geography, education and competencies, with the goal of having a Board that, 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 evaluations and self-assessments described above, in making its nomination recommendations.
The following chart summarizes certain self-identified personal characteristics of our directors, in accordance with Nasdaq Listing Rule 5605(f). Each term used in the table has the meaning given to it in the rule and related instructions.
Board Diversity Matrix (As of March 1, 2022) | ||||
| Female | Male | ||
Total Number of Directors | 9 | |||
Part I: Gender Identity |
|
| ||
Directors | 3 | 6 | ||
Part II: Demographic Background |
|
| ||
African American or Black | 1 | — | ||
White | 2 | 6 |
Directors who are Military Veterans: 2
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Qualifications and Experience of Directors
Each year, our Board and each of its committees conduct self-evaluations of their performance and effectiveness. The Nominating and Corporate Governance Committee recommends to the Board the methodology for those self-evaluations and oversees their administration. Each member of the Board completes a comprehensive questionnaire to assess that member’s own performance and effectiveness and skills and the performance and effectiveness of the Board and any 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 and then discussed with that Committee and the Board.
Functional Experience Outside Lantheus | Markison | Heino | Baylor- Henry | Ber | Leno | Mäusli | McHugh | Pruden | Thrall | |||||||||||||||||||||||||||
Director or Officer of Public Company An understanding of public company reporting responsibilities, investor relations, disclosure and other matters typically affecting public companies is important in navigating corporate governance issues appropriately. | X | X | X | X | X | X | X | X | ||||||||||||||||||||||||||||
Director of Life Sciences or Healthcare Company Knowledge of the life sciences and healthcare industries ensures effective oversight of our business and the development and execution of our long-term strategy. | X | X | X | X | X | X | X | X | ||||||||||||||||||||||||||||
C-Suite Leadership Experience in significant leadership positions (such as CEO, CFO, COO, CCO, CMO or similar positions) is valuable in overseeing our management’s performance. Directors with leadership experience also tend to demonstrate a practical understanding of organizations, strategy, risk management and corporate governance. | X | X | X | X | X | X | X | X | ||||||||||||||||||||||||||||
Strategy Development and Strategic Planning Experience defining and driving strategic direction and growth are helpful in formulating, and overseeing effective execution of, our short- and long-term business strategies. | X | X | X | X | X | X | X | X | X |
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Functional Experience Outside Lantheus | Markison | Heino | Baylor- Henry | Ber | Leno | Mäusli | McHugh | Pruden | Thrall | |||||||||||||||||||||||||||
Human Capital Management and Talent Development Experience in managing and developing people, their compensation, inclusion and diversity efforts, and succession planning is important in order to attract, develop, motivate and retain high-quality our senior management team and employees. | X | X | X | X | X | X | X | X | X | |||||||||||||||||||||||||||
Corporate Finance and Capital Markets Experience in corporate finance and capital markets ensures Board oversight of our access to and effective management of capital and our capital structure. | X | X | X | X | X | |||||||||||||||||||||||||||||||
M&A and Business Development Experience in mergers and acquisitions enables the Board to oversee our management team’s due diligence, financial analysis and forecasting, negotiation and closing of strategic transactions, successful integration of businesses and assets, and synergy capture. | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||
Accounting and Financial Reporting Experience in technical accounting and financial reporting provides strong oversight of our financial performance, reporting obligations and internal controls. | X | X | X | |||||||||||||||||||||||||||||||||
Sales and Marketing Experience in the sales and marketing of drugs and medical devices and an understanding of the reimbursement environment is key in overseeing our management team’s commercialization plans and execution. | X | X | X | X | X | X |
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Functional Experience Outside Lantheus | Markison | Heino | Baylor- Henry | Ber | Leno | Mäusli | McHugh | Pruden | Thrall | |||||||||||||||||||||||||||
Manufacturing, Procurement and Supply Chain Management Experience in technical operations assists the Board in understanding the technology transfer, manufacturing, procurement and supply chain, vendor oversight and labor relations activities in which we are involved. | X | X | X | X | X | |||||||||||||||||||||||||||||||
Research and Clinical Development Scientific, medical and technological competencies allow the Board to provide input into, and oversight of, our research and clinical development and life cycle management activities. | X | X | X | X | X | |||||||||||||||||||||||||||||||
Legal, Regulatory, Compliance and Governmental Affairs Experience in understanding legal and regulatory obligations and risks, litigation and regulatory proceedings, and governmental and regulatory affairs facilitates the Board’s oversight of our compliance, compliance program, dispute resolution and governmental relations activities. | X | X | X | X | X | X | ||||||||||||||||||||||||||||||
Risk Assessment and Management The scale, scope, and complexity of our business raises a multitude of evolving and interdependent risks. Experience in effectively identifying, prioritizing and managing a broad spectrum of risks can help the Board appreciate, anticipate and oversee our enterprise risk management efforts. | X | X | X | X | X | X | X | |||||||||||||||||||||||||||||
Corporate Governance and ESG Experience in environmental, social and governance matters will facilitate the long-term sustainability of our business and enable us to address the needs of our various stakeholders. | X | X | X | X | X | X | X |
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Functional Experience Outside Lantheus | Markison | Heino | Baylor- Henry | Ber | Leno | Mäusli | McHugh | Pruden | Thrall | |||||||||||||||||||||||||||
Intellectual Property Experience in the creation, prosecution, license, acquisition, defense and enforcement of intellectual property enables the Board to oversee our comprehensive patent and intellectual property portfolio. | X | X | X | |||||||||||||||||||||||||||||||||
Technology, Cybersecurity and Data Privacy Experience in developing the best tools to advance operations, addressing physical and cybersecurity concerns, and identifying new business opportunities and risks supports our information security investments and programs. | X | X | X | X | ||||||||||||||||||||||||||||||||
International Experience Experience in global operations will enable the Board to help management understand the different cultural, political, and regulatory requirements affecting our business activities. | X | X | X | X | X | X | X | X |
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Director Nomination Process; Process for Stockholders to Recommend Director Nominees
Each year, the Nominating and Corporate Governance Committee recommends, and the Board proposes, a slate of director nominees proposed for election at the annual meeting of stockholders. Stockholders may also nominate directors.
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 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 Bylaws and other information reasonably requested by the Company within the timeframe described in our Bylaws under the heading “Additional Information—Procedures for Submitting Stockholder Proposals.”
Communication with the Board of Directors
Any stockholder or other interested party who would like to communicate with the Board or any of its committees, the independent directors as a group or any specific member or members of the Board should send those communications to Lantheus Holdings, Inc., 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, 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.
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Set forth below are the biographies for the Class I director nominees and each person whose term of office as a director will continue after the Annual Meeting.
Class I Directors for Election to a Three-Year Term Expiring at the 2025 Annual Meeting of Stockholders
Mary Anne Heino | ||||
| Director since 2015 62 years old President and | Specific Expertise: 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. | ||
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 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 WorldWide 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’s of Science in Nursing from the City University of New York and a Bachelor’s of Science in Biology from the State University of New York at Stony Brook. Ms. Heino currently serves on the Executive Committee of the Massachusetts Business Roundtable and the Board of MassMEDIC. |
Dr. Gérard Ber | ||||
| Director since 2020 Independent 64 years old Committees: Compensation Science and | Specific Expertise: Dr. Ber was chosen as a Director because of his commercial and operational management background and extensive experience with radiopharmaceutical products. | ||
Dr. Gérard Beris a Director and a member of the Compensation and Science and Technology Committees, serving on the Board since June 2020. Dr. Ber is also a member of the Board of Y-mAbs Therapeutics, Inc and Evergreen Theragnostics. He served on the Board of Directors of Progenics Pharmaceuticals, Inc. (“Progenics”) from November 2019 until its acquisition by the Company. Dr. Ber was also the Co-Founder and former Chief Operating Officer of Advanced Accelerator Applications S.A. from 2002 until its acquisition by Novartis AG in January 2018. He brings over 30 years of experience in molecular nuclear medicine, specifically including product development, production and commercialization of diagnostics and therapeutic products for several indications in various diseases. Dr. Ber received his Doctorat from the Université of Pharmacy of Grenoble France. |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 23 |
Samuel Leno | ||||
| Director since 2012 Independent 76 years old Committees: Audit Committee Nominating and Finance and Strategy | Specific Expertise: Mr. Leno was chosen as a Director because of his financial expertise and industry background. | ||
Samuel Lenois a Director and the Chairperson of the Audit Committee and a member of the Nominating and Corporate Governance and Finance and Strategy Committees, serving on the Board since May 2012. Mr. Leno is a strategic executive with more than 40 years of experience with complex multinational companies. He most recently held the positions of Executive Vice President and Chief Operations Officer at Boston Scientific. He previously served as Executive Vice President, Finance and Information Systems and Chief Financial Officer. He retired from Boston Scientific in December 2011. Prior to joining Boston Scientific, Mr. Leno served as Executive Vice President, Finance and Corporate Services and Chief Financial Officer at Zimmer Holdings, Inc. and Chief Financial Officer positions at Arrow Electronics, Inc., Corporate Express, Inc. and Coram Healthcare. Previously, he held a variety of senior financial positions at Baxter International, Inc. and American Hospital Supply Corporation. He was the Chairman of the Board of Directors and of the Audit Committee of Zest Anchors, Inc. He previously served on the Boards of Directors and the Audit Committees of Omnicare and TomoTherapy, Inc. and 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. |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 24 |
Class II Directors Continuing in Office until the 2023 Annual Meeting of Stockholders
Minnie Baylor-Henry | ||||
| Director since2022 Independent 59years old Committees: Compensation Science and | Specific Expertise: Mr. Baylor-Henry was chosen as a Director because of her regulatory and legal background and extensive experience in the pharmaceutical industry. | ||
Minnie Baylor-Henry is a Director and a member of the Compensation and the Science and Technology Committees, serving on the Board of Directors since March 2022. Since 2015, Ms. Baylor-Henry has served as the President of B-Henry & Associates, a consulting firm focused on providing regulatory and compliance strategy services to life sciences companies. Prior to assuming her current role, she was the Worldwide Vice-President for Regulatory Affairs for J & J’s Medical Devices & Diagnostics business where she was directly responsible for coordinating the regulatory strategy for the approval of a wide portfolio of products globally. Prior to that Ms. Baylor-Henry was a National Director for Regulatory & Capital Markets Consulting at Deloitte & Touche. From 1991-1999, she worked at the U.S. Food & Drug Administration (“FDA”) where she served in many roles, most notably, FDA’s National Health Fraud Coordinator and, within the Center for Drugs, as the Director of the Division of Drug Marketing, Advertising, and Communications. In addition, Ms. Baylor-Henry is a former President & Board Chair of the Drug Information Association and of the Food and Drug Law Institute. Ms. Baylor-Henry is currently an independent director of Apyx Medical, Paratek Pharmaceuticals and scPharmaceuticals. Ms. Baylor-Henry is also a member of the Board of Directors of several not-for-profit companies, including Mass Eye & Ear Hospital, and Dress for Success Boston. Ms. Baylor-Henry received her Pharmacy degree from Howard University’s College of Pharmacy and her law degree from Catholic University’s Columbus School of Law. |
Heinz Mäusli | ||||
| Director since2020 Independent 59 years old Committees: Audit Committee Nominating and Finance and | Specific Expertise: Mr. Mäusli was chosen as a Director because of his financial and legal background and extensive experience with radiopharmaceutical products. | ||
Heinz Mäusli is a Director and a member of the Audit, Nominating and Corporate Governance and Finance and Strategy Committees, serving on the Board of Directors since June 2020. He is also a member of the Board of Directors of Inventiva SA. He served on the Board of Directors and as the Chairperson of the Audit Committee of Progenics from November 2019 until its acquisition by the Company. Mr. Mäusli is the former Chief Financial Officer of Advanced Accelerator Applications S.A., where he worked from 2003 to July 2018, 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 received a Master’s of Business Administration from Columbia University and a Lic. Oec. from University of St.Gallen, Switzerland. |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 25 |
Julie McHugh | ||||
| Director since2017 Independent 57years old Committees: Nominating and Compensation | Specific Expertise: Ms. McHugh was chosen as a Director because of her strong commercial and operational management background and extensive experience in the pharmaceutical industry. | ||
Julie McHugh is a Director and the Chairperson of the Nominating and Corporate Governance Committee and a member of the 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., from 2010 to 2013, 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 Virology business unit of 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 of 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. |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 26 |
Class III Directors Continuing in Office until the 2024 Annual Meeting of Stockholders
Brian Markison | ||||
| Director since 2012 Chairman Independent 62years old Committees: Finance and Strategy Science and Technology Committee | Specific Expertise: Mr. Markison was chosen as a Director because of his strong commercial and operational management background and extensive experience in the pharmaceutical industry. | ||
Brian Markison is the Non-Executive Chairman of the Board, the Chairperson of the Finance and Strategy Committee, and a member of the Science and Technology Committee. |
Lantheus 2022 Proxy Statement | Proposal 1: Appointment of Directors | 27 |
Gary Pruden | ||||
| Director since2018 Independent 60years old Committees: Compensation Committee (Chair) Audit Committee Finance and Strategy Committee | Specific Expertise: Mr. Pruden was selected as a Director because of his strong financial, operational management, international and regulatory background and his extensive experience in the global pharmaceutical industry. | ||
Gary J. Pruden is a Director, Chairperson of the Compensation Committee and a member of the Audit and Finance and Strategy Committees, serving on the Board since February 2018. Mr. Pruden has over 30 years of experience in the global healthcare industry. Most recently, Mr. Pruden held a number of senior commercial leadership positions across both the medical device and pharmaceutical sectors of J&J from 1985 until 2017. In April 2016, Mr. Pruden was appointed as a member of the Executive Committee of 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
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Dr. James H. Thrall | ||||
| Director since 2018 Independent 78 years old Committees: Science & Nominating & | Specific Expertise: Dr. Thrall was chosen as a Director because of his extensive experience in nuclear medicine and radiology, including in connection with imaging modalities and the | ||
Dr. James H. Thrall is a
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Lantheus 2022 Proxy Statement | Director Compensation | 28 |
The Compensation Committee engages Pearl Meyer to review the Company’s non-employee director compensation program approximately every other year, with the most recent review occurring at the beginning of 2021. 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 benchmarking 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, an increase in the annual fee and annual equity grants for the Board and certain committees as reflected in the table below.
Consistent with this benchmarking exercise, the Board adopted the following plan for annual compensation applicable to each of our non-employee directors. The annual compensation is a combination of cash (paid quarterly in advance and prorated for partial periods of service) for services as a director and, as applicable, a Board committee member, together with equity. In 2021, we changed the timing of our annual grant of equity to our non-employee directors to align with the timing of our Annual Meeting and the term of service of each non-employee director.
Elements of Director Compensation
Each independent director receives annual compensation in the form of an annual cash retainer and an annual equity retainer as noted below:
Board / Committee | Chair | Member | Grant Date Fair Value of Annual Equity Grant | |||||||||
Board of Directors | $117,500 | $55,000 | $155,000 | |||||||||
Audit Committee | $25,000 | $10,000 | — | |||||||||
Compensation Committee | $20,000 | $7,500 | — | |||||||||
Nominating and Corporate Governance Committee | $15,000 | $5,000 | — | |||||||||
Finance and Strategy Committee(1) | $7,500 | $5,000 | — | |||||||||
Science and Technology Committee | $7,500 | $5,000 | — |
(1) | The Finance and Strategy Committee was reconstituted in December 2021. |
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.
The following table shows the compensation paid to the individuals who served as our non-employee directors in 2021:
Name(1) | Fees Earned or Paid in Cash | Stock Awards(2) | Total | |||||||||
Brian Markison(3) | $120,875 | $180,816 | $301,691 | |||||||||
Gérard Ber(4) | $63,438 | $180,816 | $244,254 | |||||||||
Samuel Leno(5) | $81,750 | $180,816 | $262,566 | |||||||||
Heinz Mäusli(6) | $69,188 | $180,816 | $250,004 | |||||||||
Julie McHugh(7) | $73,438 | $180,816 | $254,254 | |||||||||
Gary Pruden(8) | $79,313 | $180,816 | $260,129 | |||||||||
Dr. James Thrall(9) | $71,750 | $180,816 | $252,566 | |||||||||
Dr. Frederick Robertson(10) | $35,000 | $25,833 | $60,833 |
Lantheus 2022 Proxy Statement | Director Compensation | 29 |
(1) | Ms. Heino does not receive any additional compensation for her service as a director and is not listed in the table above. For information regarding Ms. Heino’s 2021 compensation, see the Summary Compensation Table below. Ms. Baylor-Henry joined the Board |
(2) | The amounts in the stock awards column reflect the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, of |
(3) | On May 10, 2021, Mr. Markison was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Mr. Markison held 8,513 unvested RSUs. |
(4) | On May 10, 2021, Dr. Ber was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Dr. Ber held 8,513 unvested RSUs. |
(5) | On May 10, 2021, Mr. Leno was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Mr. Leno held 8,513 unvested RSUs. |
(6) | On May 10, 2021, Mr. Mäusli was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Mr. Mäusli held 8,513 unvested RSUs. |
(7) | On May 10, 2021, Ms. McHugh was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Ms. McHugh held 8,513 unvested RSUs. |
(8) | On May 10, 2021, Mr. Pruden was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Mr. Pruden held 8,513 unvested RSUs. |
(9) | On May 10, 2021, Dr. Thrall was granted 8,513 RSUs as his regular annual director grant. As of December 31, 2021, Dr. Thrall held 8,513 unvested RSUs. |
(10) | On April 28, 2021, Mr. Robertson was granted 1,139 RSUs as his pro rata portion of his regular director grant. Mr. Robertson did not stand for re-election as indicated in our Definitive Proxy for 2021. |
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 restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance-based vesting (“PSAs”) and performance-based restricted stock units (“PSUs”) granted in or after 2019. Our non-employee directors are required to comply with the Stock Ownership and Retention Guidelines within five years of when the Stock Ownership and Retention Guidelines first apply to them. As of December 31, 2021, each of our directors had either already achieved the requirements under the Guidelines or was within the five-year period to comply.
In addition, all directors are subject to the prohibitions on transacting in Company securities described under the heading “Short Term Trading, Hedging and Pledging Prohibition.”
Lantheus 2022 Proxy Statement | Beneficial Ownership | 30 |
Beneficial Ownership of Directors and Executive Officers
The following table sets forth information regarding the beneficial ownership of our common stock held by (i) each of our directors, (ii) each of our named executive officers, (iii) our directors and executive officers as a group and (iv) each person known to us to beneficially own more than 5% of our common stock. For our directors and officers, except as otherwise indicated in the footnotes below, the information is as of the record date, March 1, 2022. For other stockholders who own more than 5% of our common stock, the information is as of the most recent Schedule 13G filed by each of those stockholders with the SEC.
Beneficial ownership of Shares is determined under rules of the SEC and generally includes any Shares over which a person exercises sole or shared voting or investment power. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all Shares shown as beneficially owned by them.
Percentage of beneficial ownership is calculated in part based on 68,115,114 Shares outstanding as of March 1, 2022. Shares subject to RSAs or RSUs that are currently vested or that will vest within 60 days of March 1, 2022, and stock options currently exercisable or exercisable within 60 days of the date of this proxy statement, are deemed to be outstanding and beneficially owned by the person holding those RSAs, RSUs and options for the purposes of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person.
Unless otherwise indicated, the address for each holder listed below is c/o Lantheus Holdings, Inc., 331 Treble Cove Road, North Billerica, MA 01862.
Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percentage Ownership | ||||||
Directors and Named Executive Officers |
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Brian Markison(1) | 98,188 | * | ||||||
Mary Anne Heino(2) | 515,331 | * | ||||||
Minnie Baylor-Henry(3) | 0 | * | ||||||
Gérard Ber(4) | 40,768 | * | ||||||
Samuel Leno(5) | 74,655 | * | ||||||
Heinz Mäusli(6) | 33,692 | * | ||||||
Julie McHugh(7) | 23,057 | * | ||||||
Gary Pruden(8) | 20,252 | * | ||||||
Dr. James Thrall(9) | 19,867 | * | ||||||
Robert J. Marshall Jr.(10) | 33,081 | * | ||||||
Paul Blanchfield(11) | 24,069 | * | ||||||
Etienne Montagut(12) | 31,108 | * | ||||||
Daniel Niedzwiecki(13) | 32,834 | * | ||||||
John Bolla(14) | 15,594 | * | ||||||
Dr. Istvan Molnar(15) | 6,067 | * | ||||||
All Directors and Executive Officers as a Group (16 persons)(16) | 1,064,800 | 1.6% | ||||||
5% Stockholders |
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|
|
|
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BlackRock, Inc.(17) | 10,675,397 | 15.7% | ||||||
The Vanguard Group, Inc.(18) | 4,319,814 | 6.4% |
* | Represents beneficial ownership of less than 1% of our outstanding Shares. |
(1) | Includes 58,913 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 8,513 unvested RSUs held by Mr. Markison. |
(2) | Includes 44,484 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 234,596 unvested RSUs and PSUs held by Ms. Heino. |
(3) | Does not include 517 unvested RSUs held by Ms. Baylor-Henry. |
Lantheus 2022 Proxy Statement | Beneficial Ownership | 31 |
(4) | Includes 17,481 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 8,513 unvested RSUs held by Mr. Ber. |
(5) | Includes 33,871 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 8,513 unvested RSUs held by Mr. Leno. |
(6) | Includes 17,481 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 8,513 unvested RSUs held by Mr. Mäusli. |
(7) | Does not include 8,513 unvested RSUs held by Ms. McHugh. |
(8) | Does not include 8,513 unvested RSUs held by Mr. Pruden. |
(9) | Does not include 8,513 unvested RSUs held by Mr. Thrall. |
(10) | Does not include 83,952 unvested RSAs, RSUs and PSUs held by Mr. Marshall. |
(11) | Does not include 37,851 unvested RSUs and PSUs held by Mr. Blanchfield. |
(12) | Does not include 58,417 unvested RSAs, RSUs and PSUs held by Mr. Montagut. |
(13) | Includes 2,846 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 29,890 unvested RSUs and PSUs held by Mr. Niedzwiecki. |
(14) | Mr. Bolla’s employment with Lantheus ended August 6, 2021. The amount represents his holdings as of his separation date. Mr. Bolla forfeited all of his unvested RSUs and PSUs upon his separation from the Company. |
(15) | Dr. Molnar’s employment with Lantheus ended October 13, 2021. The amount represents his holdings as of his separation date. Dr. Molnar forfeited all of his unvested RSUs and PSUs upon his separation from the Company. |
(16) | Includes 213,244 Shares issuable upon exercise of outstanding options that were exercisable within the 60-day period following March 1, 2022. Does not include 585,698 unvested RSAs, RSUs and PSUs held by our directors and executive officers as a |
(17) | Based solely on Amendment No. 1 to
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(18) | Based solely on the |
Mary Anne Heino, President and Chief
Lantheus 2022 Proxy Statement | Proposal 2: Advisory Vote to Approve Executive | 32 |
Proposal 2: Advisory vote to approve 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.”
Vote Required and Board of Directors’ Recommendation
Although the “say-on-pay” vote we are asking you to cast is non-binding, the Compensation Committee and the Board value the views of our stockholders and will consider the outcome of the vote when determining future compensation arrangements for our 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 2023 Annual Meeting of Stockholders.
Lantheus 2022 Proxy Statement | Executive Compensation | 33 |
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 2021 and provides our stockholders with an explanation of our executive compensation program, the decisions made by our Compensation Committee during 2021 relating to that program and other relevant information.
Our NEOs for the year ended December 31, 2021 were:
NEO | Title | |
Mary Anne Heino | President & Chief Executive Officer | |
Robert J. Marshall, Jr. | Chief Financial
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Paul M. Blanchfield | Chief Commercial Officer | |
Etienne Montagut | Chief Business Officer | |
Daniel Niedzwiecki(1) | Senior Vice President,
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John Bolla(2) | Former Chief Operations Officer | |
Dr. Istvan Molnar(3) | Former Chief Medical |