UNITED THERAPEUTICS Corp
For the period ended Jun 26, 2026. Filed Apr 29, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 26, 2026 · Filed Apr 29, 2026
Contents
Compensation Program Design
2025 Compensation Program Design
Roles of Management, Compensation Committee, and Compensation Consultant
| Compensation CommitteeComposed entirely of independent directors, as defined by Rule 5605(a)(2) of the Nasdaq listing standards | •Reviews and oversees our compensation policies, plans, and programs and reviews and determines the compensation to be paid to our NEOs, with input and advice from its independent compensation consultant•Considers the input of our Chief Executive Officer in making compensation decisions related to our other NEOs•Meets as often as it determines necessary to carry out its duties and responsibilities through regularly scheduled meetings and, if necessary, special meetings•May also take certain actions by unanimous written consent |
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| Met five times in 2025 | |
| Management | Our CEO presents our Compensation Committee with performance assessments and compensation recommendations for each NEO, other than herself. Our Compensation Committee reviews these recommendations with its independent compensation consultant to assess whether they are reasonable compared with the market for executive talent and meets in executive session to discuss the performance of our CEO and our other NEOs and to determine their compensation. In addition, our Compensation Committee reviews proposed NEO incentive compensation with our CEO, and our Compensation Committee reviews CEO compensation with our Board (other than our CEO). |
| Independent Compensation Consultant | Our Compensation Committee has the authority to engage advisors to assist it in carrying out its responsibilities. In accordance with this authority, our Compensation Committee directly engaged Aon’s Human Capital Solutions practice, a division of Aon plc (Aon) as its compensation consultant during 2025 to provide advice to our Compensation Committee on all principal aspects of our executive and non-employee director compensation. This included base salaries, cash incentive awards, and long-term incentive awards for our executive officers.Aon performed the following tasks for our Compensation Committee in 2025, among others:•Reviewing and advising on the structure of our compensation arrangements for our Chief Executive Officer and our other NEOs•Reviewing and advising on the structure of our compensation arrangements for our non-employee directors•Providing recommendations regarding the composition of our peer group•Analyzing publicly available proxy data for companies within our peer group and survey data relating to executive compensation•Conducting pay and performance analyses relative to our peer group•Updating our Compensation Committee on industry trends and best practices with respect to executive long-term incentive compensation program design, including types of long-term incentive compensation awards, size of long-term incentive compensation grants, and aggregate long-term incentive compensation grant usage•Reviewing our equity incentive awards against our design/cost targets and against industry norms•Reviewing the Compensation Discussion and Analysis and other compensation-related disclosures in this Proxy Statement•Advising our Compensation Committee in connection with its risk assessment relating to our compensation programs |
| 2026 Proxy Statement | 45 |
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Preparing for shareholder engagement sessions•Working on special or ad hoc projects for, or at the request of, our Compensation Committee as they aroseIn the course of fulfilling these responsibilities, Aon regularly communicated with our Compensation Committee Chair outside of and prior to most Compensation Committee meetings. Our Compensation Committee regularly invites its independent compensation consultant to attend its meetings. In 2025, Aon representatives attended each of our Compensation Committee’s meetings.
Our Compensation Committee, in its discretion, may replace its independent compensation consultant or hire additional consultants at any time.
Assessment of Compensation Consultant Independence
Aon performed additional services during 2025, namely consulting services for non-executive employee compensation matters and broad-
based compensation survey data, and invoiced fees for these services totaling approximately$172,553. In addition, Aon affiliates (Aon plc
and its related entities) performed actuarial services relating to our SERP, insurance advisory services, and retirement plan advisory
services, along with risk management consulting and insurance brokerage services for United Therapeutics, for which we were invoiced
approximately$818,038 in 2025. Additional insurance premiums and related fees were paid to Aon plc and passed through to insurance
companies not affiliated with Aon plc. Our Compensation Committee approved these services anddetermined that they did not impair
Aon’s independence. The decision to engage Aon for these additional services was recommended by management, and our
Compensation Committee considered the independence of Aon in light of SEC rules regarding conflicts of interest involving compensation
consultants and Nasdaq listing standards regarding compensation consultant independence. Based on its review, our Compensation
Committee determined that Aon was independent, and that Aon’s work did not raise any conflicts of interest. In making the foregoing
determination, our Compensation Committee considered materials presented by management and Aon and the factors set forth in
Exchange Act Rule 10C-1. During 2025, Aon invoiced us$474,329 in fees for determining or recommending the amount and form of
compensation to our directors and executive officers. Additionally, Aon was engaged separately by our Nominating and Governance
Committee for consulting services, for which Aon invoiced us$78,761.
While our Compensation Committee considered its independent consultant’s recommendations in 2025, our Compensation Committee’s
decisions, including the specific amounts paid to our executive officers and directors, were its own and may reflect factors and
considerations in addition to the information and recommendations provided by its independent consultant.
Compensation Peer Group
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