Lantheus Holdings, Inc DEF 14A, filed Mar 15, 2024

Lantheus Holdings, Inc. (LNTH)

DEF 14A 2024-03-15 For: 2024-04-25

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Added on June 12, 2026

About this DEF 14A

Lantheus Holdings, Inc filed this DEF 14A on March 15, 2024.

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☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


				Items of Business 1. The election of three Class III directors to our Board of Directors. 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 Shares reserved for issuance thereunder. 4. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
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 of Directors recommends that you vote: • “FOR” each director nominee included in Proposal 1 • “FOR” each of Proposals 2, 3 and 4 The full text of these proposals is set forth in the accompanying Proxy Statement. Registered shareholders 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 Annual Meeting and appointing a proxy under the heading “Questions and Answers about the Annual Meeting” on page 80 of the Proxy Statement. By order of the Board of Directors, Daniel M. Niedzwiecki Chief Administrative Officer, General Counsel and Corporate Secretary March 15, 2024
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
Mail • Mark, sign and date your proxy card • Fold and return your Proxy Card in the postage-paid envelope provided
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The mailing of the Notice of Internet Availability of Proxy Materials to our shareholders is scheduled to begin on or about March 15, 2024.



MATTERS TO BE VOTED UPON			1

WHO WE ARE			1

CORPORATE GOVERNANCE			2
Corporate Governance Practices			2
Board Structure			4
Leadership Structure			4
Director Independence			4
Committees of the Board			5
Board and Committee Evaluations and Self-Assessments			9
Codes of Conduct			9
Risk Oversight			9
Operating Our Business Sustainably and Responsibly			10
Environmental			11
Safety			13
Diversity, Culture and Community			13
Board Meetings			15
Director Attendance at Annual Meetings			15
Certain Relationships and Related Person Transactions			15

PROPOSAL 1: ELECTION OF DIRECTORS			16
Vote Required			16
Majority Voting for Uncontested Elections			16
Board of Directors’ Recommendation			16
Board Composition			17
Board Diversity and Tenure			17
Qualifications and Experience of Directors			18
Director Nomination Process; Process for Shareholders to Recommend Director Nominees			21
Communication with the Board of Directors			21
Director Nominee Biographies			22

DIRECTOR COMPENSATION			31
Elements of Director Compensation			31
Director Compensation			32

BENEFICIAL OWNERSHIP			33
Beneficial Ownership of Directors and Executive Officers			33
Delinquent Section 16(a) Reports			34

PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			35
Vote Required and Board of Directors’ Recommendation			35

EXECUTIVE COMPENSATION			36
Compensation Discussion and Analysis			36
Summary Compensation Table for Fiscal Years 2023, 2022 and 2021			55
Grants of Plan-Based Awards for Fiscal 2023			56
Outstanding Equity Awards at December 31, 2023			57
Option Exercises and Stock Vested for Fiscal 2023			59
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control			59
CEO Pay Ratio			61
Pay Versus Performance Disclosure			62
Executive Officers			66

PROPOSAL 3: AMENDMENT TO 2015 EQUITY INCENTIVE PLAN			68
Vote Required and Board of Directors’ Recommendation			76

PROPOSAL 4: RATIFICATION OF INDEPENDENT AUDITORS			77
Vote Required and Board of Directors’ Recommendation			77
Deloitte Fees			78
Audit Committee Pre-Approval Policies			78
Audit Committee Report			79

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			80

ADDITIONAL INFORMATION			84
Procedures for Submitting Shareholder Proposals			84
Appendix A: 2015 Equity Incentive Plan, as amended to date and as proposed to be amended.			A-1


Proposal	Required Approval	Board Recommendation	Page Reference

1. The election of three Class III directors to our Board of Directors. Mr. Brian Markison Mr. Gary Pruden Dr. James H. Thrall	A majority of the votes properly cast.	FOR each nominee	16

2. The approval, on an advisory basis, of the compensation paid to our named executive officers (commonly referred to as “say-on-pay”).	No vote is required for approval, as this is an advisory vote.	FOR	35

3. The approval of an amendment to the Lantheus Holdings, Inc. 2015 Equity Incentive Plan to increase the number of Shares reserved for issuance thereunder.	A majority of the votes properly cast.	FOR	68

4. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.	A majority of the votes properly cast.	FOR	77



Majority voting in uncontested elections of directors		In an uncontested election, a nominee for our Board of Directors will be elected only if a majority of the votes cast are in favor of such nominee’s election.

Proxy access right		Eligible shareholders may (subject to certain requirements) include their own qualified director nominees in our proxy materials.

Authority to call special meetings		Shareholders holding a majority of our outstanding shares of common stock (“Shares”) have the right to convene a special meeting.

No shareholder rights plan (“poison pill”)		We do not have a poison pill.

Independent Board		All of our directors are independent, except for our Chief Executive Officer (“CEO”) and our current Chair (who retired as CEO on March 1, 2024).

100% independent Board committees		Each of our Audit, Talent and Compensation, and Nominating and Corporate Governance committees consist solely of independent directors. Each committee operates under a written charter that is reviewed annually and updated when appropriate.



Strong Lead Independent Director of the Board, elected by the independent directors		In connection with our leadership transition, our Board appointed Julie McHugh as our Lead Independent Director of the Board. Ms. McHugh 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 or non-independent directors present.

Board and committee evaluations and self-assessments		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 chair of our Nominating and Corporate Governance Committee also conducts an individual interview with each director. The results are analyzed and discussed by the Nominating and Corporate Governance Committee and the full Board, and concrete actions are taken to enhance the Board’s overall performance and effectiveness.

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 corporate sustainability matters		Our Nominating and Corporate Governance Committee has primary Board responsibility for our corporate sustainability matters, including sustained value creation and environmental, social and governance (“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 in 2023, reallocated certain responsibilities across Board committees to ensure even more dedicated oversight of compliance and enterprise risk management program.

Active shareholder engagement		We regularly engage with our shareholders to better understand their perspectives in a variety of areas, and these discussions help ensure the Company’s interests remain well-aligned with those of our shareholders. Senior management, investor relations, and subject matter experts from the Company maintain regular dialogue with investors to gain their perspectives on current issues and priorities and to address any questions or concerns. Forums of engagement primarily include in-person events such as (sell side) (banking) organized healthcare conferences, roadshows, and headquarters tours and well as virtual calls with shareholders.



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 Ethics 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 2023.

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 his base salary; • each of our named executive officers (other than our CEO) and each other executive officer who is a Senior Vice President or above who reports to the CEO is required to hold Shares with a value equal to at least one times her or his base salary; and • each director is required to hold Shares having a value equal to five 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.


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 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.


Talent and Compensation Committee

Members Gary J. Pruden (Chair) Minnie Baylor-Henry Gérard Ber Julie McHugh James Thrall All Independent		The primary purpose of the Talent and Compensation Committee is to assist the Board in overseeing: • our strategy and practices relating to human capital management, including with respect to: recruitment, hiring, onboarding, management, development and retention; workplace environment and culture; employee engagement; diversity, equity, inclusion and belonging; and pay equity; • 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, including authorizing and granting awards under these plans; • the succession planning for senior management (other than the CEO); and • legal and regulatory compliance and risk with respect to employee compensation and certain employee-related matters, including the preparation of any related, required disclosures under SEC and Nasdaq rules. In 2023, we expanded the oversight responsibility (and intentionally renamed it the Talent and Compensation Committee) in order to address the importance of talent and culture to our organization. The Talent and Compensation Committee is currently comprised of Mr. Pruden, Ms. Baylor-Henry, Dr. Ber, Ms. McHugh and Dr. Thrall. Mr. Pruden serves as the Chairperson. The Board has affirmatively determined that each of the current members of the Talent and Compensation Committee meets the definition of “independent director” for purposes of serving on the Talent and Compensation Committee under SEC and Nasdaq rules. Pursuant to its charter, the Talent and Compensation Committee may delegate its responsibilities to a subcommittee so long as that subcommittee is solely comprised of one or more members of the Talent and Compensation Committee, and may, as permitted by law, delegate its responsibilities to management, employees and other persons. Talent and 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 Talent and Compensation Committee. None of the members of our Talent and Compensation Committee is an officer or employee of our Company, nor has any of them ever been an officer or employee of our Company.


Nominating and Corporate Governance Committee

Members Julie McHugh (Chair) Minnie Baylor-Henry 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 and Code of Conduct; • review the overall corporate governance of the Company and recommend to the Board improvements when necessary; • 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; • 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 corporate sustainability, including sustained value creation and ESG initiatives; and • assist the Board in overseeing our policies and procedures for the receipt of shareholder suggestions regarding Board compensation and recommendations of the Board. The Nominating and Corporate Governance Committee is currently comprised of Ms. McHugh, Ms. Baylor-Henry, 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.


Science and Technology Committee

Members Dr. James H. Thrall (Chair) Minnie Baylor-Henry Dr. Gérard Ber Mary Anne Heino		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 • oversee our enterprise risk management in areas related to our scientific, technological, medical, regulatory, intellectual property matters and product safety. The Science and Technology Committee is currently comprised of Dr. Thrall, Mss. Baylor-Henry and Heino, and Dr. Ber. Dr. Thrall serves as the Chairperson.


Lantheus 2024 Proxy Statement		Proposal 1: Election of Directors		16


Board Diversity Matrix (As of March 1, 2024)
	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


Functional Area		Subject Matter Expertise	Meaningful Experience

	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.	Markison Baylor-Henry Leno McHugh	Heino Ber Mäusli Pruden Thrall

	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.	Markison Baylor-Henry Ber Leno McHugh Thrall	Heino Mäusli Pruden

	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.	Heino Markison Baylor-Henry Ber Leno McHugh Pruden Thrall	Mäusli


Brian Markison
	Director since 2012 Member 64 years old Chief Executive Officer	Specific Expertise: Mr. Markison was chosen as a Director because of his strong commercial and operational management background and extensive experience in the pharmaceutical industry.
Brian Markison joined the Board in September 2012 and served as Chairperson from January 2013 until March 1, 2024, when he became our Chief Executive Officer. Mr. Markison is a seasoned executive with more than 40 years of operational, marketing, commercial development and sales experience with international pharmaceutical companies. He is currently a Director of RVL Pharmaceuticals plc (formerly known as Osmotica Pharmaceuticals plc), after serving as Executive Chairperson of one of its predecessor companies, Vertical/Trigen Holdings, LLC. Previously, he held the position of President and Chief Executive Officer and member of the Board of Directors of Fougera Pharmaceuticals Inc., a specialty pharmaceutical company in dermatology, prior to its sale to Sandoz, the generics division of Novartis AG. Before leading Fougera, Mr. Markison was Chairman and Chief Executive Officer of King Pharmaceuticals, which he joined as Chief Operating Officer in March 2004, and was promoted to President and Chief Executive Officer later that year and elected Chairman in 2007. Prior to joining King, Mr. Markison held various senior leadership positions at Bristol-Meyers Squibb, including President of Oncology, Virology and Oncology Therapeutics Network; President of Neuroscience, Infectious Disease and Dermatology; and Senior Vice President, Operational Excellence and Productivity. Mr. Markison formerly served on the Board of Directors of Cosette Pharmaceuticals, Immunomedics, and Alere, Inc. He is also a Director of the College of New Jersey. Mr. Markison holds a Bachelor of Science degree from Iona College.


Samuel Leno
	Director since 2012 Independent 78 years old Committees: Audit Committee (Chair) Nominating and Corporate Governance Committee Finance and Strategy Committee	Specific Expertise: Mr. Leno was chosen as a Director because of his financial expertise and industry background.
Samuel Leno is a Director and the Chairperson of the Audit Committee and a member of the Nominating and Corporate Governance and Finance and Strategy Committees, serving on the Board since May 2012. Mr. Leno is a strategic executive with more than 40 years of experience with complex multinational companies. He most recently held the positions of Executive Vice President and Chief Operations Officer at Boston Scientific. He previously served as Executive Vice President, Finance and Information Systems and Chief Financial Officer. He retired from Boston Scientific in December 2011. Prior to joining Boston Scientific, Mr. Leno served as Executive Vice President, Finance and Corporate Services and Chief Financial Officer at Zimmer Holdings, Inc. and Chief Financial Officer positions at Arrow Electronics, Inc., Corporate Express, Inc. and Coram Healthcare. Previously, he held a variety of senior financial positions at Baxter International, Inc. and American Hospital Supply Corporation. He currently serves on the Board of Directors of GCM Manufacturing and Chairs its Audit Committee. He was the Chairperson of the Board of Directors and of the Audit Committee of Zest Anchors, Inc. He previously served on the Boards of Directors and the Audit Committees of Omnicare and TomoTherapy, Inc. and served on the Board of Directors of Endotronix, Inc. Mr. Leno served as a Lieutenant in the United States Navy and is a Vietnam veteran. He holds a Bachelor of Science in Accounting from Northern Illinois University and a Master of Business Administration from Roosevelt University.


Minnie Baylor-Henry
	Director since 2022 Independent 76 years old Committees: Nominating and Corporate Governance Committee Talent and Compensation Committee Science and Technology Committee	Specific Expertise: Ms. Baylor-Henry was chosen as a Director because of her regulatory and legal background and extensive experience in the pharmaceutical industry.
Minnie Baylor-Henry is a Director and a member of the Nominating and Corporate Governance, Talent and Compensation and the Science and Technology Committees, serving on the Board of Directors since March 2022. Since 2015, Ms. Baylor-Henry has served as the President of B-Henry & Associates, a consulting firm focused on providing regulatory and compliance strategy services to life sciences companies. Prior to assuming her current role, she was the Worldwide Vice President for Regulatory Affairs for Johnson & Johnson’s Medical Devices & Diagnostics business where she was directly responsible for coordinating the regulatory strategy for the approval of a wide portfolio of products globally. Prior to that Ms. Baylor-Henry was a National Director for Regulatory & Capital Markets Consulting at Deloitte & Touche. From 1991-1999, she worked at the U.S. Food and Drug Administration (the “FDA”) where she served in many roles, most notably, FDA’s National Health Fraud Coordinator and, within the Center for Drugs, as the Director of the Division of Drug Marketing, Advertising, and Communications. In addition, Ms. Baylor-Henry is a former President & Board Chair of the Drug Information Association and of the Food and Drug Law Institute. Ms. Baylor-Henry is currently an independent director of Apyx Medical, Paratek Pharmaceuticals and scPharmaceuticals. Ms. Baylor-Henry is also a member of the Board of Directors of several not-for-profit companies, including Mass Eye & Ear Hospital, Howard University and Dress for Success Boston. Ms. Baylor-Henry received her Pharmacy degree from Howard University’s College of Pharmacy and her law degree from Catholic University’s Columbus School of Law.


Heinz Mäusli
	Director since 2020 Independent 61 years old Committees: Audit Committee Nominating and Corporate Governance Committee Finance and Strategy Committee	Specific Expertise: Mr. Mäusli was chosen as a Director because of his financial and legal background and extensive experience with radiopharmaceutical products.
Heinz Mäusli is a Director and a member of the Audit, Nominating and Corporate Governance and Finance and Strategy Committees, serving on the Board of Directors since June 2020. He is also a member of the Board of Directors of Inventiva SA. He served on the Board of Directors and as the Chairperson of the Audit Committee of Progenics Pharmaceuticals, Inc. (“Progenics”) from November 2019 until its acquisition by the Company. Mr. Mäusli is the former Chief Financial Officer of Advanced Accelerator Applications S.A., where he worked from 2003 to 2018 when the company was acquired by Novartis. Mr. Mäusli previously worked as a management consultant for a number of strategy projects in both Europe and the United States for Accenture and Gemini Consulting, as well as independently. He brings more than 15 years of experience in the molecular nuclear medicine industry, as well as significant management and executive experience. Mr. Mäusli received a Master’s of Business Administration from Columbia University and a Lic. oec. from University of St.Gallen, Switzerland.


Julie McHugh
	Director since 2017 Independent 59 years old Committees: Nominating and Corporate Governance Committee (Chair) Talent and Compensation Committee	Specific Expertise: Ms. McHugh was chosen as a Director because of her strong commercial and operational management background and extensive experience in the pharmaceutical industry.
Julie McHugh is a Director and the Chairperson of the Nominating and Corporate Governance Committee and a member of the Talent and Compensation Committee, serving on the Board since January 2017. Ms. McHugh brings over 35 years of experience in the pharmaceutical, biotech and medical devices industries. She served as Chief Operating Officer of Endo Health Solutions, Inc., where she was responsible for the specialty pharmaceutical and generic drug businesses. Prior to that, Ms. McHugh was CEO of Nora Therapeutics, Inc., a venture capital backed biotech startup company focused on developing novel therapies for the treatment of infertility disorders. Previously, she served as Company Group Chairperson for the Worldwide Virology business unit of Johnson & Johnson, and prior to that, she was President of Centocor, Inc., a Johnson & Johnson subsidiary. In this role, Ms. McHugh oversaw the development and launches of several products, including Remicade^® (infliximab), Prezista^® (darunavir) and Intelence^® (etravirine). Prior to joining Centocor, Ms. McHugh led the marketing communications for gastrointestinal drug Prilosec^® (omeprazole) at Astra-Merck Inc. Ms. McHugh currently serves as Chairperson of the Board of Directors and as a member of the Nominating and Governance Committee and Audit Committee of Ironwood Pharmaceuticals, Inc. and on the Board of Directors of New Xellia Group A/S. Ms. McHugh also serves as a member of the Senior Advisory Board for HealthCare Royalty Partners. She previously served on the Board of Directors of the Biotechnology Industry Organization, the New England Healthcare Institute, the Pennsylvania Biotechnology Association, Evelo Biosciences Inc., Aerie Pharmaceuticals Inc., Trevena Pharmaceuticals, EPIRUS Pharmaceuticals, Inc. and ViroPharma Inc. Ms. McHugh received a Master of Business Administration from St. Joseph’s University and a Bachelor of Science from Pennsylvania State University.



Board / Committee	Chair/Lead Independent Director⁽¹⁾		Member		Grant Date Fair Value of Annual Equity Grant⁽²⁾
Board of Directors		$117,500/$95,000		$55,000		$400,000

Audit Committee⁽³⁾		$25,000		$12,500		—

Talent and Compensation Committee⁽⁴⁾		$20,000		$10,000		—

Nominating and Corporate Governance Committee⁽⁵⁾		$15,000		$7,500		—

Finance and Strategy Committee⁽⁵⁾		$15,000		$7,500		—

Science and Technology Committee⁽⁵⁾		$15,000		$7,500		—



Name⁽¹⁾	Fees Earned or Paid in Cash		Stock Awards⁽²⁾		Option Awards⁽³⁾		Total
Brian Markison⁽⁴⁾		$139,194		$199,953		$199,965		$539,112

Minnie Baylor-Henry⁽⁵⁾		$77,972		$199,953		$199,965		$475,890

Gérard Ber⁽⁶⁾		$70,889		$199,953		$199,965		$470,807

Samuel Leno⁽⁷⁾		$93,389		$199,953		$199,965		$493,307

Heinz Mäusli⁽⁸⁾		$80,083		$199,953		$199,965		$480,001

Julie McHugh⁽⁹⁾		$79,194		$199,953		$199,965		$479,112

Gary Pruden⁽¹⁰⁾		$93,389		$199,953		$199,965		$493,307

Dr. James Thrall⁽¹¹⁾		$83,472		$199,953		$199,965		$483,390



Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned		Percentage Ownership
Directors and Named Executive Officers

Mary Anne Heino⁽¹⁾		737,807		1.1	%

Brian Markison⁽²⁾		53,974		*

Minnie Baylor-Henry⁽³⁾		4,068		*

Gérard Ber⁽⁴⁾		52,072		*

Samuel Leno⁽⁵⁾		73,212		*

Heinz Mäusli⁽⁶⁾		46,273		*

Julie McHugh⁽⁷⁾		28,358		*

Gary Pruden⁽⁸⁾		32,833		*

Dr. James Thrall⁽⁹⁾		32,448		*

Robert J. Marshall Jr.⁽¹⁰⁾		113,664		*

Paul Blanchfield⁽¹¹⁾		78,802		*

Daniel M. Niedzwiecki⁽¹²⁾		45,896		*

Jean-Claude Provost, M.D.⁽¹³⁾		9,459		*

All Directors and Executive Officers as a Group (15 persons)⁽¹⁴⁾		1,431,559		2.1	%

5% Shareholders

BlackRock, Inc.⁽¹⁵⁾		8,600,964		12.5	%

The Vanguard Group, Inc.⁽¹⁶⁾		6,973,141		10.2	%

Janus Henderson Group PLC⁽¹⁷⁾		3,962,606		5.8	%



NEO		Title

Mary Anne Heino⁽¹⁾		Chief Executive Officer

Robert J. Marshall, Jr.		Chief Financial Officer and Treasurer

Paul M. Blanchfield⁽¹⁾		President

Daniel M. Niedzwiecki⁽²⁾		Chief Administrative Officer, General Counsel and Corporate Secretary

Jean-Claude Provost, MD⁽³⁾		Chief Medical Officer


Compensation Area		Highlights

Base Salary		• Approved merit-based adjustments to base salary in early 2023 in the normal course of our compensation cycle. The adjustments were implemented on March 25, 2023. • Certain executives received mid-year salary adjustments based on promotions, role changes, and/or review of additional relevant market data.

2023 Executive Bonus Plan		• At the beginning of fiscal year 2023, approved the design of the 2023 Executive Bonus Plan (as described in detail under the heading “2023 Executive Bonus Plan” below) that: ^¡ utilized financial metrics consisting of Net Revenue and Bonus EPS, as well as certain strategic objectives; and ^¡ established individual performance objectives for each NEO. • In December 2023, the Talent and Compensation Committee approved minor adjustments to the threshold, target, and maximum performance levels for Net Revenue and Bonus EPS to account for the impact of two transactions that occurred during 2023 that were not anticipated when the original performance levels were established. The adjustments resulted in a minor decrease in payout levels for all our NEOs compared to the payout levels that would have been attained with the original performance levels. • In early 2024, the Talent and Compensation Committee reviewed our performance against our corporate metrics and strategic objectives, and each NEO’s performance against their individual performance objectives. Following the Talent and Compensation Committee’s certification of results, our average payout to each NEO under the 2023 Executive Bonus Plan was 151% of target.

Equity Compensation for Fiscal Year 2023		• Granted annual equity awards to our NEOs in March 2023 consisting of 50% PSUs, 25% RSUs, and 25% stock options. • We increased the target equity awards for our NEOs in 2023 in consideration of our strong performance and significant growth in 2022, as well as our market positioning relative to our peer group. • Changed the relative Total Shareholder Return (“rTSR”) comparator group for purposes of measuring PSU performance to the S&P 400 Health Care Index to reflect the Company’s shift from the S&P 600 Health Care Index to the S&P 400 Health Care Index during fiscal year 2022. • For the PSU awards granted in 2021, we certified our three-year rTSR performance against the S&P 600 Health Care Index, which resulted in the vesting of 200% of the target number of Shares subject to those PSU awards.


	Pay Element	Payment Form	Description/Objectives	Timing

Fixed	Base Salary	Cash	Fixed amount to attract and retain executive talent needed to achieve our Company objectives and strategy.	Initial base salaries are set at the time of hire and adjustments to base salaries are typically made in the first quarter of each year. The Talent and Compensation Committee may also adjust base salaries at any point during the year as it determines appropriate.

Variable	Executive Bonus Plan	Cash	Performance-based compensation used to motivate and reward individuals to achieve pre-established Company goals and promote individual performance.	Measured and paid out on an annual basis. Goals are typically set in the first 90 days of the year, and payouts are made upon completion of the year, determination of results, and Talent and Compensation Committee approval of payouts.

Variable	Long-Term Incentives	Equity	Variable incentive compensation consisting of a mix of time-based and performance-based equity awards. Promotes performance, supports retention, and creates shareholder alignment.	Generally granted at the time of hire or promotion, and annually following the close of the previous fiscal year.



Screening Criteria		Description

Industry		U.S.-based publicly traded companies in the commercial biotechnology, pharmaceutical, healthcare supplies, and life science tools and services sectors

Size		1/3x to 3x Lantheus’ trailing 12 months revenue and enterprise value

Other		Prioritized companies with similar size and valuation characteristics and considered companies with (i) a focus in diagnostics, imaging, injectable products, and/or oncology indications, and (ii) Massachusetts headquarters.



Peer Group Statistics	Revenue		Market Capitalization
75^th Percentile		$ 1,902M		$10,671M
50^th Percentile		$ 1,123M		$ 7,398M
25^th Percentile		$ 723M		$ 5,572M
Lantheus Holdings, Inc.		$1,027M		$ 6,322M



NEO	Base Salary at December 31, 2022		Base Salary at December 31, 2023		% Change
Mary Anne Heino⁽¹⁾		$840,048		$886,000		5.5	%
Robert J. Marshall, Jr.⁽²⁾		$507,411		$650,000		28.1	%
Paul M. Blanchfield⁽³⁾		$508,000		$650,000		28.0	%
Daniel M. Niedzwiecki⁽⁴⁾		$490,000		$540,000		10.2	%
Jean-Claude Provost, MD⁽⁵⁾		N/A		$540,000		N/A



NEO	Base Salary at December 31, 2023		Target Bonus (% Salary)			Target Bonus
Mary Anne Heino		$886,000		100	%		$886,000
Robert J. Marshall, Jr.⁽¹⁾		$650,000		75	%		$487,500
Paul M. Blanchfield		$650,000		60	%		$390,000
Daniel M. Niedzwiecki		$540,000		50	%		$270,000
Jean-Claude Provost, MD		$540,000		50	%		$270,000



Performance Metric	Weighting			Threshold Performance (50% Payout)		Target Performance (100% Payout)		Maximum Performance (150% Payout)
Net Revenue⁽²⁾		40	%		$1,083M		$1,203M		$1,324M
Bonus EPS⁽³⁾		30	%		$4.19		$4.66		$5.12


Weight	Strategic Objective	Achievement	Rating

10%	Position ‘PSMA PET with PYLARIFY’ as the standard of care in the U.S. prostate cancer community	• We maintained revenue growth and market leadership amidst new and increased competition.	Exceeded expectations
		• We increased brand awareness of “PSMA-PET with PYLARIFY”.	Achieved expectations
		• We continued to expand our Pharma Solutions business by entering into additional partnerships, including those incorporating the use of PYLARIFY.	Exceeded expectations
		• Our Digital Solutions team entered into additional customer contracts and delivered a new release for aPROMISE in September 2023 potentially providing additional support for therapeutic trials.	Achieved expectations

10%	Increase utilization of ultrasound enhancing agents while navigating near-term market dynamics	• We continued to educate on the appropriate use of ultrasound enhancing agents for suboptimal echocardiograms and grew the use of DEFINITY within target accounts.	Exceeded expectations
		• We provided appropriate training programs on the proper use of DEFINITY.	Achieved expectations

10%	Execute and integrate strategic transactions in line with portfolio objectives	• We established technical operations, clinical development and commercial cross-functional teams with POINT Biopharma Global Inc. and progressed our PNT2002 and PNT2003 programs.	Achieved expectations
		• We announced positive topline results for SPLASH, in which we met the primary endpoint.	Achieved expectations
		• The FDA accepted our ANDA for PNT2003 and we achieved what we believe to be first to file status for that ANDA.	Achieved expectations
		• We acquired and integrated Cerveau, including completing all technical transfer work, within our target timeframe and budget, and MK-6240 delivered approximately $22 million in revenue in fiscal year 2023.	Exceeded expectations

Total: 30%		Resulting Payout (% of Target)	120%



Performance Metric	Weighting			Target Performance			Actual Performance			Payout as % of Target			Weighted Payout %
Net Revenue		40	%		$1,203M			$1,280M			106	%		53	%
Bonus EPS		30	%		$4.66			$5.67			122	%		45	%
Strategic Component		30	%		100	%		120	%		120	%		36	%
Corporate Performance Factor:														134	%


NEO	Individual Performance Factor			Talent and Compensation Committee Recognized Achievements

Mary Anne Heino		125	%	• Steered the organization to meet shareholder returns with achievement against our financial targets. • Optimized product sales with increased revenue and enhanced manufacturing for our lead products, PYLARIFY and DEFINITY. • Focused on culture and the employee experience resulting in significant increase to employee engagement while significantly reducing employee turnover. • Modernized the technology stack to enable sustainable business growth for the future.

Robert J. Marshall, Jr.		110	%	• Oversaw another strong year of strategic financial management of our capital structure and balance sheet. • Provided executive leadership over the highly complex and successfully executed ERP conversion. • Elevated the Compliance and Internal Audit functions in their corporate oversight with excellent employee engagement.

Paul M. Blanchfield		105	%	• Incorporated a rapid uptake of responsibilities in President role with attention to team building throughout his expanded organization. • Provided strong leadership over expansion of PYLARIFY team with attention to minimizing disruption. • Demonstrated excellent analytical skills routinely applied to business decision making.

Daniel M. Niedzwiecki		105	%	• Elevated the Legal Team from service function to strategic partner throughout the organization. • Attracted key talent for critical roles. • Assumed leadership of human resources function and has continually executed a plan to re-shape the organizational structure to better meet our current and future needs.


NEO	Base Salary at December 31, 2023			Target Bonus %				Corporate Performance Factor				Individual Performance Factor				Resulting Payout
Mary Anne Heino		$886,000	x		100	%	x		134	%	x		125	%	=		$1,484,050
Robert J. Marshall, Jr.		$650,000	x		75	%	x		134	%	x		110	%	=		$718,575
Paul M. Blanchfield		$650,000	x		60	%	x		134	%	x		105	%	=		$548,730
Daniel M. Niedzwiecki		$540,000	x		50	%	x		134	%	x		105	%	=		$379,890
Jean-Claude Provost, MD		$540,000	x		50	%	x		134	%	x		100	%	=		$361,800



Company’s rTSR Performance		Payout as a Percentage of Target
75^th Percentile and Above (maximum)		200%
50^th Percentile (target)		100%
25^th Percentile (threshold)		50%
Below 25^th Percentile		0%