Lantheus Holdings Inc
For the period ended Apr 25, 2024. Filed Mar 15, 2024.
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Apr 25, 2024 · Filed Mar 15, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Lantheus 2024 Proxy Statement
Dear Shareholder
We cordially invite you to attend Lantheus Holdings, Inc.’s 2024 Annual Meeting of Shareholders, to be held on Thursday, April 25, 2024 at 10:30 a.m. (Eastern Time) in the Franklin Room at The Langham, Boston, 250 Franklin St, Boston, MA 02110, United States. The meeting will also be hosted in virtual format via the Internet. You will be able to attend the meeting virtually and vote and submit questions by visiting and registering at www.proxydocs.com/LNTH.
The Notice of Internet Availability of Proxy Materials and the Proxy Statement that follow describe the business to be conducted at the meeting.
Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting, whether or not you plan to attend the meeting. On behalf of the Board of Directors, thank you for your continued investment in our company.
Sincerely,
Mary Anne Heino
Chair of the Board of Directors
Lantheus 2024 Proxy Statement
March 15, 2024 Dear Valued Stockholder, We are pleased to report that 2023 marked another exceptional year for Lantheus! As the leading radiopharmaceutical-focused company, we achieved robust commercial and operational success and leveraged our extensive expertise to further advance and expand our pipeline to ensure the sustained delivery of shareholder value. These achievements are deeply intertwined with our Purpose to Find, Fight and Follow disease, which drives every aspect of our work to deliver better patient outcomes. Reflecting on the milestones, challenges and successes of the past year, we extend our deepest appreciation for your ongoing commitment to Lantheus and set our sights on the promising horizon of 2024. EXECUTING ON OUR STRATEGY We take pride in the fact that our products were utilized to impact the lives of over 6 million patients and their families in 2023. In the past year, Lantheus has achieved remarkable financial milestones, reaching revenue of $1.3 billion, marking an impressive 39% increase from the previous year. This growth is attributed to the exceptional performance of PYLARIFY, the most utilized PSMA PET imaging agent in the U.S., which saw net sales surge to $851 million, a 60% increase from 2022. DEFINITY, another cornerstone of our success, contributed $280 million in net sales, reflecting an incredible 14% increase over 2022. Adding to our momentum is our promising pipeline of products that span diagnostics and therapeutics, which represent our commitment to advancing healthcare solutions and expanding our reach across diverse disease states. In total, these growth drivers present opportunities for us to launch products in markets with multi-billion-dollar potential and continue Lantheus' long-term success and market impact. GROWING AND DIVERSIFYING OUR PORTFOLIO Over the last year, we have expanded our pipeline with multiple product candidates that, along with our existing products, are strategically positioned in significant markets. This includes serving the 3 million individuals living with prostate cancer and potentially the more than 6 million adults aged 65 and older suffering from Alzheimer's disease.
Lantheus 2024 Proxy Statement
Our flagship product, PYLARIFY, stands as a market leader with the potential to reach a billion dollars in sales in 2024. This success is not only a result of its clinical and commercial value but also a reflection of our operational excellence and adaptability to market dynamics. Additionally, in the last quarter of 2023, we reported positive topline Phase 3 SPLASH results for PNT2002 in the treatment of metastatic castration-resistant prostate cancer (mCRPC). We also progressed PNT2003, our somatostatin-receptor targeted radioligand therapy with no-carrier added lutetium for GEP-NETs, by filing with the FDA our Abbreviated New Drug Application (ANDA). We are excited about the prospect of commercializing this important radio equivalent to LUTATHERA(R) and a potential launch in 2026. In our pursuit of diversification and innovation, the acquisition of MK-6240 in 2023 further strengthens our portfolio. This investigational F-18 based tau PET tracer holds immense potential in transforming Alzheimer's disease staging and patient selection for treatment, aligning with our forward-looking approach to healthcare solutions. OPERATING OUR BUSINESS RESPONSIBLY Beyond our financial success, Lantheus remains committed to social responsibility and community engagement. Notably, we have proudly extended our renewable wind energy contract through 2024, resulting in a remarkable avoidance of 99% of our indirect greenhouse gas emissions from electricity at our North Billerica site. We take pride in our ongoing support for various local charities and initiatives, such as the American Heart Association Boston Heart Walk and our Annual Golf Tournament in collaboration with the Prostate Cancer Foundation. These efforts exemplify our dedication to making a positive impact as a responsible corporate citizen. At Lantheus, we recognize our employees as the cornerstone of our success, and we are unwavering in our commitment to foster a culture that champions growth, inclusivity and well-being. We are dedicated to nurturing a culture that places patients at the heart, prioritizes diversity, equity and inclusion, and supports the overall wellness of our team. As we move forward, we remain focused on our social responsibility, enriching the lives of our employees and positively impacting our communities. DRIVING SUSTAINABLE SHAREHOLDER VALUE In our pursuit of sustained success, we're committed to enhancing patients' lives and dedicated to excellence and innovation. Proactively, we are addressing the potential transitional pass-through expiration of PYLARIFY by taking strategic steps to continue our market leader position through brand awareness, partnerships with key customers, and support of CMS and Congressional approaches to mitigate the impact and support PYLARIFY's long-term growth. Simultaneously, our exploration of PYLARIFY's clinical utility in diverse patient populations, exemplified by the MIRROR study, underscores our commitment to accuracy in prostate cancer detection and management. DEFINITY, maintaining solid momentum, owes its years of success to clinical and commercial value, backed by operational excellence. As we increase the share of DEFINITY produced at our Lantheus facility, we ensure supply chain redundancy, improved flexibility and cost reduction, reinforcing the brand's success.
Lantheus 2024 Proxy Statement
As we continue through 2024, we express gratitude to the Lantheus employees, Board of Directors, and stockholders. Your support fuels our determination to uphold our values, drive innovation and Go Further for patients. Sincerely, Mary Anne Heino Chair of the Board Brian Markison Chief Executive Officer Reflecting on my nine-year tenure as CEO, I'm proud of Lantheus' remarkable growth and transformation, which has guided us to the position of being the leading radiopharmaceutical-focused company. As I transition to Chair of the Board, I'm confident that Brian is the right leader to elevate Lantheus even further. In Brian, we have an experienced executive who intimately understands our company, our strategy and our industry. His involvement to date ensures a seamless continuation of driving forward the great work we have done. My heartfelt thanks to the entire Lantheus team for their dedication. I eagerly anticipate contributing to our future success from my new role.
Lantheus 2024 Proxy Statement
Notice of Annual Meeting of Shareholders
| 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 |
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| 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 | |
| The mailing of the Notice of Internet Availability of Proxy Materials to our shareholders is scheduled to begin on or about March 15, 2024. | |
| Lantheus 2024 Proxy Statement | Table of Contents |
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| MATTERS TO BE VOTED UPON | 1 |
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| 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 |
| Lantheus 2024 Proxy Statement | Matters To Be Voted Upon | 1 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.