Lantheus Holdings, Inc DEF 14A, filed Mar 21, 2025

Lantheus Holdings, Inc. (LNTH)

DEF 14A 2025-03-21 For: 2025-05-01

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Added on June 12, 2026

About this DEF 14A

Lantheus Holdings, Inc filed this DEF 14A on March 21, 2025.

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				Items of Business 1. The election of four Class I 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 ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. 4. The shareholder proposal regarding the declassification of our Board of Directors.
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 and 3 • No Recommendation on Proposal 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 21, 2025
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
QR Code • Select “Vote Now” • Have your Proxy Card ready • Follow the simple instructions to record your vote
The mailing of the Notice of Internet Availability of Proxy Materials to our shareholders is scheduled to begin on or about March 21, 2025.



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			5
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			10
Safety			13
Inclusion, 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
Majority Voting for Uncontested Elections			16
Vote Required and Board of Directors’ Recommendation			16
Board Composition			17
Board Diversity and Tenure			17
Qualifications and Experience of Directors			17
Director Nomination Process; Process for Shareholders to Recommend Director Nominees			21
Communication with the Board of Directors			21
Director Nominee Biographies			22

DIRECTOR COMPENSATION			33
Elements of Director Compensation			33
Director Compensation			34

BENEFICIAL OWNERSHIP			35
Beneficial Ownership of Directors and Executive Officers			35
Equity Compensation Plan Information			37
Delinquent Section 16(a) Reports			37

PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			38
Vote Required and Board of Directors’ Recommendation			38

EXECUTIVE COMPENSATION			39
Compensation Discussion and Analysis			39
Summary Compensation Table for Fiscal Years 2024, 2023 and 2022			60
Grants of Plan-Based Awards for Fiscal 2024			62
Outstanding Equity Awards at December 31, 2024			63
Option Exercises and Stock Vested for Fiscal 2024			65
Nonqualified Deferred Compensation Plans			65
Employment Agreements; Severance and Potential Payments Upon Termination or Change of Control			66
CEO Pay Ratio			68
Pay Versus Performance			69
Executive Officers and Executive Team			73

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			75
Vote Required and Board of Directors’ Recommendation			75
Deloitte Fees			76
Audit Committee Pre-Approval Policies			76
Audit Committee Report			77

PROPOSAL 4: SHAREHOLDER PROPOSAL REGARDING THE DECLASSIFICATION OF OUR BOARD OF DIRECTORS			78
Board of Directors’ Recommendation			79

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			80

ADDITIONAL INFORMATION			84
Procedures for Submitting Shareholder Proposals			84


Proposal⁽¹⁾	Required Approval	Board Recommendation	Page Reference

1. The election of four Class I directors to our Board of Directors. Ms. Mary Anne Heino Dr. Gérard Ber Ms. Julie Eastland Mr. Samuel Leno	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”).	A majority of the votes properly cast.	FOR	38

3. The ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025.	A majority of the votes properly cast.	FOR	75

4. The shareholder proposal regarding the declassification of our Board of Directors.	A majority of the votes properly cast.	NO RECOMMENDATION	78



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 of the Board (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 in 2024, 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 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 CEOs 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 sustained value creation, including enterprise risk management, corporate responsibility 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 has allocated certain responsibilities across Board committees to ensure even more dedicated oversight of compliance and enterprise risk management programs.

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- or banking-organized healthcare conferences, roadshows, and headquarters tours, as 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 2024.

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 six times his base salary; • each of our named executive officers (other than our CEO), each other executive officer who reports to the CEO and each other employee designated in advance by the Talent and Compensation Committee is required to hold Shares with a value equal to at least two times her or his 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.

Insider trading policy and procedures		Our Board has adopted an insider trading policy governing the purchase, sale, and other transactions in our securities by our directors, officers, employees and certain other covered persons. We believe our insider trading policy and related procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards.

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) Julie Eastland Heinz Mäusli Gary J. Pruden All Independent		The primary purpose of the Audit Committee is to assist our 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 and Ms. Eastland. Mr. Leno serves as the Chair. 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, Ms. Eastland and Mr. Mäusli each 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. 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 Dr. Gérard Ber Julie McHugh Dr. James H. Thrall All Independent		The primary purpose of the Talent and Compensation Committee is to assist our 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, which is within the purview of the Nominating and Corporate Governance Committee); 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 the committee 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 Chair. 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; • oversee 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 sustained value creation, including enterprise risk management, corporate responsibility 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 Chair. 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.


Lantheus 2025 Proxy Statement		Proposal 1: Election of Directors		16


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 Eastland Leno McHugh Morrow	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 Eastland Leno McHugh Pruden Thrall	Heino Mäusli Morrow

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

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

	Human Capital Management and Talent Development Experience in managing and developing people, their compensation, compliant 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.	Markison Heino Baylor-Henry Ber Eastland Leno McHugh Morrow Thrall	Mäusli Pruden



Board / Committee	Chair (Cash)			Lead Independent Director (Cash)		Member (Cash)			Grant Date Fair Value of Annual Equity Grant

Board of Directors		$125,000	⁽¹⁾		$95,000		$60,000	⁽²⁾		$400,000

Audit Committee		$25,000			—		$12,500			—

Talent and Compensation Committee		$20,000			—		$10,000			—

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

Science and Technology Committee		$15,000			—		$7,500			—



Name⁽¹⁾	Fees Earned or Paid in Cash		Stock Awards⁽²⁾		Option Awards⁽³⁾		Total
Minnie Baylor-Henry⁽⁴⁾		$83,417	$	199,997	$	199,992	$	483,406

Dr. Gérard Ber⁽⁵⁾		$75,917	$	199,997	$	199,992	$	475,906

Julie Eastland⁽⁶⁾		$18,125	$	133,263	$	133,294	$	284,682

Samuel Leno⁽⁷⁾		$94,667	$	199,997	$	199,992	$	494,656

Heinz Mäusli⁽⁸⁾		$82,167	$	199,997	$	199,992	$	482,156

Julie McHugh⁽⁹⁾		$83,417	$	199,997	$	199,992	$	483,406

Gary J. Pruden⁽¹⁰⁾		$94,667	$	199,997	$	199,992	$	494,656

Dr. James H. Thrall⁽¹¹⁾		$90,917	$	199,997	$	199,992	$	490,906



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

Brian A. Markison⁽¹⁾		68,434		*

Mary Anne Heino⁽²⁾		671,699		*

Minnie Baylor-Henry⁽³⁾		12,591		*

Dr. Gérard Ber⁽⁴⁾		43,933		*

Julie Eastland⁽⁵⁾		—		*

Samuel Leno⁽⁶⁾		61,735		*

Heinz Mäusli⁽⁷⁾		28,571		*

Julie McHugh⁽⁸⁾		33,848		*

Dr. Phuong Khanh (P.K.) Morrow⁽⁹⁾		—		*

Gary J. Pruden⁽¹⁰⁾		28,293		*

Dr. James H. Thrall⁽¹¹⁾		38,438		*

Robert J. Marshall Jr.⁽¹²⁾		98,597		*

Paul M. Blanchfield⁽¹³⁾		88,389		*

Daniel M. Niedzwiecki⁽¹⁴⁾		70,124		*

Amanda M. Morgan⁽¹⁵⁾		11,390		*

Dr. Jean-Claude Provost⁽¹⁶⁾		13,586		*

Etienne Montagut⁽¹⁷⁾		84,877		*

All Directors and Executive Officers as a Group (15 persons)⁽¹⁸⁾		1,256,042		2.0	%

5% Shareholders

BlackRock, Inc.⁽¹⁹⁾		8,600,964		12.6	%

The Vanguard Group, Inc.⁽²⁰⁾		6,973,141		10.2	%

Janus Henderson Group PLC⁽²¹⁾		6,198,689		9.1	%

Entities affiliated with Farallon Partners, L.L.C.⁽²²⁾		5,316,227		7.8	%



Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
		(a)⁽¹⁾		(b)⁽²⁾		(c)

Equity compensation plans approved by security holders⁽³⁾		3,173,280		$47.00		3,907,606	⁽⁴⁾

Equity compensation plans not approved by security holders		—		N/A		—

Totals		3,173,280		$47.00		3,907,606



NEO		Title

Brian A. Markison⁽¹⁾		Chief Executive Officer

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

Paul M. Blanchfield		President

Amanda M. Morgan⁽²⁾		Chief Commercial Officer

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

Dr. Jean-Claude Provost⁽³⁾		Chief Science Officer

Mary Anne Heino⁽⁴⁾		Former Chief Executive Officer

Etienne Montagut⁽⁵⁾		Former Chief Business Officer


Area		Highlights

Base Salary		• Approved adjustments to our NEOs’ base salaries, except for Mr. Markison, in early 2024, which were implemented on March 25, 2024. Mr. Markison’s base salary was established in January 2024 upon his appointment as our Executive Chairman and was maintained at the same level upon his appointment as our CEO in March 2024.

Executive Bonus Plan		• At the beginning of fiscal year 2024, approved the design of the 2024 Executive Bonus Plan (as described in detail under the heading “2024 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 2024, 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 certain events that occurred during 2024 that were not anticipated when the original performance levels were established (i.e., the acquisition of Meilleur Technologies, Inc. and in-licensing deals). The adjustments resulted in a minor increase in payout levels for all our NEOs compared to the payout levels that would have been attained with the original performance levels. • In early 2025, 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, excluding Ms. Heino and Mr. Montagut, under the 2024 Executive Bonus Plan was 124% of target.


Area		Highlights

Equity Compensation		• Granted annual equity awards to our NEOs, except for Mr. Markison (as described below), in March 2024 consisting of 50% PSUs, 25% RSUs, and 25% stock options. Pursuant to the terms of Mr. Markison’s employment agreement, his initial equity award granted upon hire consisted of 50% PSUs and 50% RSUs. Beginning in 2025, Mr. Markison’s annual equity award will consist of the same mix as provided to our other executive officers. • We continued to use relative Total Shareholder Return (“rTSR”) against the S&P 400 Health Care Index as the sole metric to measure performance under the 2024 PSUs. • We increased equity award values for certain of our NEOs in 2024 in consideration of our strong performance and continued growth in 2023, as well as our market positioning relative to our peer group. • For the PSU awards granted in 2022, we certified our three-year rTSR performance against the S&P 600 Health Care Index, which resulted in the vesting of 200% of the target number of Shares subject to those PSU awards. • For the PSUs awarded in March 2025, which are based 100% on rTSR performance, the payout level will be capped at the target level of performance if our absolute Total Shareholder Return (“TSR”) is negative during the performance period.

Executive Benefits		• Adopted the Lantheus Nonqualified Deferred Compensation Plan (the “LDCP”) in July 2024 to provide key employees, including our NEOs, an additional opportunity for personal financial planning. See the Nonqualified Deferred Compensation Plans section of this Proxy Statement for more information about the LDCP. • Adopted financial advisory services and executive physical health programs in 2024 in which key executives, including our NEOs, are eligible to participate. See the Perquisites and Other Benefits section of this Proxy Statement for more information about these two programs. • In addition to the benefits listed above, our NEOs are also eligible to participate in other retirement, welfare, and employee-benefit programs that are available to all of our eligible employees.

Stock Ownership Guidelines		• Following a review of market practices, and to further enhance the alignment of our executive officers’ and shareholders’ interests, we increased our stock ownership guidelines from 3x to 6x base salary for our CEO and from 1x to 2x base salary for our other executive officers. See the Stock Ownership and Retention Guidelines section of this Proxy Statement for more information.


	Pay Element	Payment Form	Description/Objectives	Timing

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

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

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



Screening Criteria		Description

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

Size		1/3x to 3x Lantheus’ trailing 12 months revenue and market capitalization and fewer than 10,000 employees

Other		Prioritized companies with similar size and valuation characteristics and considered (i) companies with a focus in diagnostics, imaging, injectable products, and/or oncology indications, (ii) companies with a Massachusetts headquarters, (iii) companies considered peers by shareholder advisory firms, and (iv) companies that are frequent peers of our peers



Peer Group Statistics	Revenue		Market Capitalization
75^th Percentile		$ 2,492M		$14,179M
50^th Percentile		$ 1,565M		$ 8,323M
25^th Percentile		$ 936M		$ 6,608M
Lantheus		$ 1,366M		$ 8,568M



NEO	Base Salary at December 31, 2023		Base Salary at December 31, 2024		% Change
Brian A. Markison⁽¹⁾		N/A		$950,000		N/A
Robert J. Marshall, Jr.		$650,000		$676,000		4.0	%
Paul M. Blanchfield		$650,000		$676,000		4.0	%
Amanda M. Morgan⁽²⁾		$450,000		$525,015		16.7	%
Daniel M. Niedzwiecki		$540,000		$561,600		4.0	%
Dr. Jean-Claude Provost⁽³⁾		$540,000		$556,200		3.0	%
Mary Anne Heino⁽⁴⁾		$886,000		N/A		N/A
Etienne Montagut⁽⁵⁾		$575,000		N/A		N/A



NEO⁽¹⁾	Base Salary at December 31, 2024		Target Bonus (% Salary)			Target Bonus
Brian A. Markison		$950,000		100	%		$950,000
Robert J. Marshall, Jr.		$676,000		75	%		$507,000
Paul M. Blanchfield		$676,000		60	%		$405,600
Amanda M. Morgan		$525,015		50	%		$262,508
Daniel M. Niedzwiecki		$561,600		50	%		$280,800
Dr. Jean-Claude Provost		$556,200		50	%		$278,100



Performance Metric	Weighting			Threshold Performance (50% Payout)		Target Performance (100% Payout)		Maximum Performance (150% Payout)
Net Revenue⁽²⁾		40	%		$1,319M		$1,465M		$1,612M
Bonus EPS⁽³⁾		30	%		$5.02		$5.91		$6.79


Strategic Objective	Achievement	Rating

Grow PSMA PET market and strengthen PYLARIFY brand leadership	• Delivered full year PYLARIFY revenue above targeted amount.	Exceeded expectations
	• PYLARIFY revenue market share slightly below targeted percentage.	Below expectations
	• Activated additional PMFs, bringing our total up to 62 activated sites as of December 31, 2024.	Achieved expectations
	• Achieved our targeted batch efficiency doses per batch for PYLARIFY.	Achieved expectations
	• On track with respect to our Process Performance Qualification (PPQ) timeline.	Achieved expectations
	• CMS implemented its final rule that created separate payment for radiodiagnostics in 2025; we entered into strategic partnerships with a vast majority of our hospital and free-standing imaging business.	Exceeded expectations

Solidify our Cardiology Franchise	• Delivered full year DEFINITY revenue above targeted amount.	Exceeded expectations
Solidify our Cardiology Franchise	• Increased DEFINITY dose market share in the United States.	Exceeded expectations
	• Received FDA approval of our sNDA for the use of DEFINITY in pediatric patients with suboptimal echocardiograms in March 2024, and we subsequently launched DEFINITY for such use.	Achieved expectations
	• Progressed the automation of our manufacturing on time and at the budgeted cost.	Achieved expectations

Progress PNT2002 clinical plan and prepare for future new drug application (“NDA”) submission	• Progressed manufacturing and test method qualifications for PNT2002.	Achieved expectations
	• Announced the second interim analysis for SPLASH, which performed at 75% of protocol pre-specified overall survival events demonstrated results for both rPFS and OS that did not materially change from our previous interim analysis at 46% of pre-specified OS events in 2023.	Below expectations
	• Planned meeting with FDA to discuss path forward based on results of interim analyses.	Below expectations

Expand our pipeline via lifecycle management, strategic transactions, and Biomarker Solutions	• Executed on a series of in-licensing deals, including TROP2, LRRC15, and RM2, to expand our early-stage oncology portfolio.	Exceeded expectations
	• Acquired Meilleur Technologies Inc. in June 2024, including the biomarker NAV-4694.	Exceeded expectations
	• Progressed PYLARIFY lifecycle management efforts.	Achieved expectations
	• Held a pre-NDA meeting with the FDA for MK-6240.	Exceeded expectations
	• Signed multiple collaboration deals with pharmaceutical companies and have progressed additional potential transactions with respect to our Biomarkers Solutions business.	Achieved expectations
	• Progressed two major transactions that were signed in January 2025, including negotiations and diligence.	Exceeded expectations



Performance Metric	Weighting			Target Performance			Actual Performance			Payout as % of Target			Weighted Payout %
Net Revenue		40	%		$1,465M			$1,533M			123	%		49.4	%
Bonus EPS		30	%		$5.91			$6.17			115	%		34.4	%
Strategic Component		30	%		100	%		118	%		118	%		35.4	%
Corporate Performance Factor:														119.2	%


NEO	Individual Performance Factor			Talent and Compensation Committee Recognized Achievements

Brian A. Markison		105	%	• Successfully transitioned as CEO, effectively articulating and driving company strategy to optimize shareholder value. • Enhanced and prioritized M&A efforts that align to long-term strategy and pipeline including global rights to Life Molecular’s RM2 and acquisition of Meilleur Technologies, Inc. • Continued to drive performance of PYLARIFY and DEFINITY while ensuring the organization effectively leveraged resources to meet shareholder returns with achievement against our financial goals. • Focused on driving a performance-based culture.

Robert J. Marshall, Jr.		105	%	• Provided strong financial management of Lantheus’ capital structure and balance sheet. • Continued leadership over ERP implementation, managing stabilization period and navigating system optimization. • Attracted key talent for critical roles within the Finance organization.

Paul M. Blanchfield		105	%	• Successfully supported CEO transition collaborating with new CEO to manage long-term strategy and day-to-day operations. • Continued uptake of responsibilities in role, including coaching the Chief Commercial Officer in expanded role and navigating the Chief Medical Officer transition. • Worked to build bridges across the organization with peers and outside his remit, balancing strategic perspective, listening, and desired outcomes.


NEO	Base Salary at December 31, 2024			Target Bonus %				Corporate Performance Factor				Individual Performance Factor				Resulting Payout
Brian A. Markison		$950,000	x		100	%	x		119.2	%	x		105	%	=		$1,189,020
Robert J. Marshall, Jr.		$676,000	x		75	%	x		119.2	%	x		105	%	=		$634,561
Paul M. Blanchfield		$676,000	x		60	%	x		119.2	%	x		105	%	=		$507,649
Amanda M. Morgan		$525,015	x		50	%	x		119.2	%	x		105	%	=		$328,554
Daniel M. Niedzwiecki		$561,600	x		50	%	x		119.2	%	x		105	%	=		$351,449
Dr. Jean-Claude Provost		$556,200	x		50	%	x		119.2	%	x		100	%	=		$331,495



Lantheus 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%



NEO	PSUs⁽¹⁾		RSUs		Stock Options		2024 Total LTI Value
Brian A. Markison⁽²⁾		$4,250,000		$4,250,000		—		$8,500,000
Robert J. Marshall, Jr.		$1,575,000		$787,500		$787,500		$3,150,000
Paul M. Blanchfield		$1,575,000		$787,500		$787,500		$3,150,000
Amanda M. Morgan		$750,000		$375,000		$375,000		$1,500,000
Daniel M. Niedzwiecki		$1,312,500		$656,250		$656,250		$2,625,000
Dr. Jean-Claude Provost⁽³⁾		$800,000		$400,000		$400,000		$1,600,000
Etienne Montagut		$1,350,000		$675,000		$675,000		$2,700,000



Name	Target PSUs Awarded		Resulting Share Payout
Robert J. Marshall, Jr.		17,274		34,548
Paul M. Blanchfield		13,769		27,538
Daniel M. Niedzwiecki		10,514		21,028
Mary Anne Heino		50,070		100,140
Etienne Montagut		11,896		23,792



Role	Stock Ownership Required as a Multiple of Salary
Chief Executive Officer		6x
Other Executive Officers		2x



Name	Grant date		Number of securities underlying the award		Exercise price of the award ($/Sh)			Grant date fair value of the award (1) ($)			Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information

Mary Anne Heino		5/9/2024		4,853		$	75.90		$	199,992		1.9	%


Name Position	Year		Salary ($)		Bonus⁽¹⁾ ($)		Stock Awards⁽²⁾($)		Option Awards⁽³⁾ ($)		Non-Equity Incentive Plan Compensation⁽⁴⁾ ($)		All Other Compensation⁽⁵⁾ ($)		Total ($)

Brian A. Markison		2024		$855,000		—		$11,106,152		—		$1,189,020		$250,525		$13,400,697
Chief Executive Officer

Robert J. Marshall, Jr.		2024		$669,000		—		$3,328,227		$787,483		$634,561		$15,525		$5,434,796
Chief Financial Officer and Treasurer		2023		$569,836		—		$2,528,846		$495,933		$718,575		$12,821		$4,326,011
Chief Financial Officer and Treasurer		2022		$496,246		$50,000		$2,068,648		$431,224		$502,337		$11,164		$3,559,619

Paul M. Blanchfield		2024		$669,000		—		$3,328,227		$787,483		$507,649		$15,525		$5,307,884
President		2023		$614,500		—		$3,379,211		$749,918		$548,730		$12,881		$5,305,240
		2022		$468,624		—		$1,875,739		$570,615		$480,060		$13,725		$3,408,763

Amanda M. Morgan⁽⁶⁾		2024		$504,819		—		$1,584,833		$374,975		$328,554		$15,525		$2,808,706
Chief Commercial Officer

Daniel M. Niedzwiecki Chief Administrative Officer, General Counsel and Corporate Secretary		2024		$555,785		—		$2,773,526		$656,224		$351,449		$15,348		$4,352,332
		2023		$527,500		—		$1,795,647		$399,990		$379,890		$12,701		$3,115,728
		2022		$446,495		$50,000		$1,259,104		$262,476		$363,825		$11,611		$2,393,512

Dr. Jean-Claude Provost⁽⁷⁾		2024		$548,526		—		$2,190,556		$399,997		$331,495		$14,769		$3,485,343
Chief Science Officer		2023		$540,000		—		$1,777,514		$399,993		$361,800		—		$3,079,307

Mary Anne Heino⁽⁸⁾ Former Chief Executive Officer		2024		$255,577		—		—		—		—		$532,019		$787,596
		2023		$873,628		—		$8,332,445		$1,874,997		$1,484,050		$13,725		$12,578,845
		2022		$833,035		—		$5,996,133		$1,249,974		$1,386,079		$14,224		$9,479,445

Etienne Montagut⁽⁹⁾ Former Chief Business Officer		2024		$281,308		—		$2,852,754		$674,991		—		$13,266		$3,822,319
		2023		$459,075		—		$1,517,716		$341,515		$554,760		$13,725		$2,886,791
		2022		$386,573		$100,000		$1,424,605		$296,979		$288,853		$13,725		$2,510,736


Name	Grant Date		Units Granted (#)		Grant Date Fair Value ($)		Maximum Grant Date Fair Value ($)

Brian A. Markison
PSUs		3/1/2024		65,748		$6,856,201		$13,712,404

Robert J. Marshall, Jr.
PSUs		3/1/2024		24,365		$2,540,782		$5,081,564
PSUs		3/2/2023		13,522		$1,707,964		$3,415,928
PSUs		3/3/2022		17,274		$1,637,402		$3,274,804

Amanda M. Morgan
PSUs		3/1/2024		11,602		$1,209,857		$2,419,714

Paul M. Blanchfield
PSUs		3/1/2024		24,365		$2,540,782		$5,081,564
PSUs		4/17/2023		5,643		$912,925		$1,825,850
PSUs		3/2/2023		13,589		$1,716,427		$3,432,854
PSUs		3/3/2022		13,769		$1,305,164		$2,610,328

Daniel M. Niedzwiecki
PSUs		3/1/2024		20,304		$2,117,301		$4,234,602
PSUs		4/17/2023		2,201		$356,078		$712,156
PSUs		3/2/2023		8,231		$1,039,658		$2,079,316
PSUs		3/3/2022		10,514		$996,622		$1,993,244