UNITED THERAPEUTICS Corp
For the period ended Jun 26, 2026. Filed Apr 29, 2026.
View on SEC.govAbout this filing
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
PROXY VOTING ROADMAP
| 1 | Election of Directors |
| Our Board recommends a vote FOR each director nominee. | See page 11 |
Our Director Nominees
| Committee Membership | |||||
|---|---|---|---|---|---|
| Name and Primary Occupation · Age · DirectorSince | |||||
| Christopher Causey, M.B.A. | 63 | 2003 | • | ||
| Former Consultant and Healthcare Executive | |||||
| Richard Giltner | 62 | 2009 | • | ||
| Former Financial Executive at Société Générale | |||||
| Ray Kurzweil | 78 | 2002 | |||
| Chief AI Officer and Co-Founder, Beyond Imagination | |||||
| Jan Malcolm | 70 | 2024 | • | ||
| Former Commissioner of Health, State of Minnesota | |||||
| Linda Maxwell, M.D., M.B.A. | 52 | 2020 | • | • | |
| Surgeon Operating Partner, DCVC | |||||
| Nilda Mesa, J.D. | 66 | 2018 | • | • | |
| Former Adjunct Professor, Columbia University Former Director, NYC Mayor’s Office of Sustainability | |||||
| Judy Olian, Ph.D. | 74 | 2015 | • | ||
| President Emerita, Quinnipiac UniversityFormer Dean, UCLA Anderson School of Management | |||||
| Christopher Patusky, J.D., M.G.A. | 62 | 2002 | • | ||
| Founder, Patusky Associates, LLCVice Chair and Lead Independent Director, United Therapeutics | |||||
| Martine Rothblatt, Ph.D., J.D., M.B.A. | 71 | 1996 | |||
| Founder, Chairperson, and Chief Executive Officer, United TherapeuticsFounder, SiriusXM | |||||
| Louis Sullivan, M.D. | 92 | 2002 | • | ||
| President Emeritus, Morehouse School of MedicineFormer Secretary, U.S. Department of Health and Human Services | |||||
| Governor Tommy Thompson, J.D. | 84 | 2010 | • | ||
| Former Governor of WisconsinFormer Secretary, U.S. Department of Health and Human Services | |||||
| Kevin Tracey, M.D. | 68 | 2026 | |||
| President and CEO, Feinstein Institutes for Medical Research | |||||
| Chair | • | Member |
| 8 | United Therapeutics, a public benefit corporation |
Director Nominee Snapshot
Independence
Board Diversity
| 6directors | Public Company Board Experience (non-UT) | 4directors | Legal | 6directors | Science / Medicine |
| 9directors | Executive Management Experience | 6directors | Government / Regulatory Experience | 8directors | Healthcare Industry Experience |
| 11directors | Financial Acumen | 6directors | International | 9directors | Corporate Responsibility and Resilience |
Our Governance Best Practices
ü Over 91% independent director nominees
ü Lead Independent Director and fully independent Board committees
ü Annual election of all directors
ü Majority voting standard
ü Proxy access
ü Board refreshment and diversity of occupational and personal backgrounds and viewpoints
ü Oversight of strategy, risk, and priority corporate responsibility and resilience topics
ü Stock ownership guidelines applicable to directors and executive officers
| 2026 Proxy Statement | 9 |
|---|
| 2 | Advisory Resolution to Approve Executive Compensation |
| Our Board recommends a vote FOR this proposal. | See page 31 |
Executive Compensation Highlights
United Therapeutics has a strong pay-for-performance philosophy, as a substantial majority of pay for our Chief Executive Officer (CEO)
and other Named Executive Officers (NEOs) (as defined below under Compensation Discussion and Analysis—Our Named Executive
Officers) is performance-based and at-risk, based on individual and company performance.
Our executive compensation program is rooted in our pay-for-performance philosophy, supporting achievement of our short-, medium-, and
long-term objectives, and maintaining a synergistic connection with our PBC purpose of providing a brighter future for patients. Our pay-for-
performance philosophy is reflected in both our short-term and long-term incentive compensation programs, with 91.1% of our CEO’s pay
and 83.6% of pay for our other NEOs, on average, structured as performance-based compensation.
| Target Compensation Mix | ||||||
|---|---|---|---|---|---|---|
| Element · Form · CEO · Other NEOs · Metrics and Key Features | ||||||
| AnnualSalary | Fixed Cash | 8.9% | 16.4% | Established each year based on (1) individual performance, (2) overall company performance, (3) market rate, and (4) CEO input, for the other NEOs | ||
| CashIncentiveAwardProgram | Annual Performance-Based Plan | 11.1% | 13.2% | A mix of financial and operational targets, with a multiplier applicable to the financial components:Financial (50%)•Cash Profit Margin (25%)•Revenues (25%)Operational (50%)•Manufacturing (25%)•R&D (25%) | ||
| Long-TermIncentiveCompensation · 100% performance-based awards, with 3-year performance periods | ||||||
| Performance Stock Options (PSOs) | 40.0% | 35.2% | Performance Metric:•3-Year Cash Profit Margin | |||
| Performance Stock Units (PSUs) | 40.0% | 35.2% | Performance Metrics:•3-Year revenue growth objectives (50%)•R&D milestones (50%) | |||
| 10 | United Therapeutics, a public benefit corporation |
| Approval of the United Therapeutics Corporation 2026 Stock Incentive Plan (the Plan) | |
|---|---|
| Our Board recommends a vote FOR this proposal. | See page 64 |
| Ratification of the Appointment of Ernst & Young LLP as United Therapeutics Corporation’s Independent Registered Public Accounting Firm for 2026 | |
|---|---|
| Our Board recommends a vote FOR this proposal. | See page 72 |
The Audit Committee of our Board has appointed Ernst & Young LLP as our independent registered public accounting firm for the year
- We ask that our shareholders vote to ratify this appointment.
| 2026 Proxy Statement | 11 |
|---|
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