Lantheus (LNTH) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

LANTHEUS HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 12, 2020

To Our Stockholders:

We cordially invite you to attend Lantheus Holdings, Inc.’s 2020 Annual Meeting of Stockholders, to be held on Thursday, April 23, 2020 at 11:00 a.m. (Eastern Time) at the Boston Marriott Burlington, located at One Burlington Mall Road, Burlington, Massachusetts 01803.

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 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,

Brian Markison

Chairman of the Board of Directors

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

We are holding our 2020 Annual Meeting of Stockholders for the following purposes, which are described in more detail in the proxy statement:

At the meeting, we will also transact any other business as may properly come before the meeting or any adjournment or postponement thereof. Only stockholders of record as of the close of business on February 24, 2020 will be entitled to attend and vote at the meeting.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. We are sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of paper copies of our proxy materials and our 2019 Annual Report on Form10-K. The Notice contains instructions on how to access those documents and how to cast your vote via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials and our Annual Report. This process allows us to provide our stockholders with the information they need on a timelier basis, while lowering the costs of printing and distributing our proxy materials and reducing the environmental impact.

Your vote is important. We encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend the meeting. The proxy statement includes instructions on how to vote, including by Internet and telephone. If you hold your shares through a brokerage firm, bank, broker-dealer or other similar organization, please follow their instructions.

By order of the Board of Directors,

Daniel M. Niedzwiecki

Vice President, Deputy General Counsel and Corporate Secretary

March 12, 2020

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of

Stockholders to be held on April 23, 2020.

The Lantheus Holdings, Inc. Proxy Statement and Annual Report are available at  http://www.proxydocs.com/lnth.

TABLE OF CONTENTS

PROXY STATEMENT

2020 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 23, 2020

GENERAL INFORMATION

The Board of Directors (the “Board”) is making this proxy statement available to you on the Internet, or at your request has delivered printed versions to you by mail, in connection with the solicitation of proxies by the Board for our 2020 Annual Meeting of Stockholders to be held on Thursday, April 23, 2020 at 11:00 a.m. (Eastern Time) at the Boston Marriott Burlington, located at One Burlington Mall Road, Burlington, Massachusetts 01803 USA, and any adjournment or postponement of that meeting (the “Annual Meeting”). If you requested printed versions of these materials by mail, those materials will also include a proxy card for the Annual Meeting.

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners as of the record date identified below. The mailing of the Notice to our stockholders is scheduled to begin on or about March 12, 2020.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON APRIL 23, 2020:

This Proxy Statement, the accompanying proxy card or voting instruction card and

our 2019 Annual Report on Form10-K are each available at http://www.proxydocs.com/lnth.

In this proxy statement, unless the context requires otherwise, the words “Lantheus,” “Company,” “we,” “us” and “our” refer to Lantheus Holdings, Inc. and its subsidiaries. The mailing address of our principal executive offices is Lantheus Holdings, Inc., 331 Treble Cove Road, North Billerica, MA 01862.

In this proxy statement, we indicate that certain materials are available on our Investor Relations website at http://investor.lantheus.com. The information on our website is not part of, and is not incorporated into, this proxy statement.

1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Below are answers to common questions stockholders may have about the Notice, this proxy statement, our Annual Report on Form10-K for the fiscal year ended December 31, 2019 and (if you request paper copies) a proxy card/voting instruction form (collectively, the “Proxy Materials”) and the Annual Meeting.

What am I voting on?

You are voting on the following proposals at the Annual Meeting:

Our amended and restated bylaws require that we receive advance notice of any proposals to be brought before the Annual Meeting by our stockholders. We have not received any such proposals, and we do not anticipate any other matters will come before the Annual Meeting. If any other matter properly comes before the Annual Meeting, the proxy holders appointed by the Board will have discretion to vote on those matters.

Am I voting on Lantheus’ proposed acquisition of Progenics Pharmaceuticals, Inc. at the Annual Meeting?

No, voting on the Company’s proposed acquisition (the “Progenics Acquisition”) of Progenics Pharmaceuticals, Inc. (“Progenics”) will occur at a separate, special meeting of the Company’s stockholders for which separate materials, including a joint proxy statement/prospectus, will be separately distributed to stockholders.

Who is soliciting my vote?

The Board of Directors of Lantheus Holdings, Inc. is soliciting your vote at the Annual Meeting.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote:

Who may vote at the meeting?

Holders of shares of our common stock (“Shares”) as of the close of business on February 24, 2020 (the “Record Date”) may vote at the Annual Meeting.

2

How many Shares may be voted at the Annual Meeting?

Only stockholders of record as of the close of business on the Record Date will be entitled to vote at the Annual Meeting. As of the close of business on the Record Date, there were 39,512,340 Shares entitled to vote at the Annual Meeting.

How many votes do I have?

Holders of our common stock are entitled to one vote for each Share held as of the Record Date. We do not have cumulative voting.

How will my Shares be counted as “present” at the Annual Meeting, and how many votes must be present to hold the Annual Meeting?

Your Shares are counted as “present” at the Annual Meeting if you attend the Annual Meeting and votein-person or if you properly return a proxy to vote your Shares by Internet, telephone or mail (as described below). In order for us to hold our Annual Meeting, holders of a majority of our outstanding Shares as of the Record Date must be present in person or by proxy at the Annual Meeting. This majority is referred to as a quorum. Abstentions and brokernon-votes will be counted as Shares present to determine whether a quorum exists to hold the Annual Meeting.

What vote is required for each proposal?

The following votes are required to approve each proposal:

Notwithstanding the voting requirements described above, our Board and its committees value the opinions of stockholders and will consider the results of these votes in making future decisions relating to director elections, executive compensation arrangements, frequency of future “say on pay” votes and retention of our independent auditor.

In particular, our Board has adopted a majority voting policy. If a director nominee does not receive votes affirmatively cast “FOR” his or her election in excess of 50% of the number of votes properly cast with respect to that nominee’s election, then that director will contingently tender his or her resignation, which the Board may, in its sole discretion, elect to accept.

3

How are abstentions and brokernon-votes counted?

Abstentions (that is, Shares present at the meeting in person or by proxy that are voted “ABSTAIN”) and brokernon-votes (explained below) are counted for the purpose of establishing the presence of a quorum, but are not counted as votes cast “FOR” or “AGAINST.”

What is the difference between a stockholder of record and a beneficial owner of Shares held in street name?

Stockholder of Record.If your Shares are registered directly in your name with our transfer agent, Computershare, then you are a “stockholder of record.”

Beneficial Owner of Shares Held in Street Name.If your Shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are a “beneficial owner of Shares” held in “street name.” In that case, the organization holding your account is considered the stockholder of record. As a beneficial owner, you have the right to direct the organization holding your account on how to vote the Shares you hold in your account.

How do stockholders of record vote?

There are four ways for stockholders of record to vote:

How do beneficial owners of Shares held in street name vote?

If you hold your Shares through a brokerage firm, bank, broker-dealer or other similar organization, please follow the instructions of the organization that holds your Shares.

Can I change my vote after submitting a proxy?

Stockholders of record may revoke their proxy before the Annual Meeting by delivering to Lantheus Holdings, Inc., 331 Treble Cove Road, North Billerica, MA 01862, Attention: Corporate Secretary, a written notice stating that a proxy is revoked, by signing and delivering a proxy bearing a later date, by voting again by Internet or by telephone, or by attending and voting in person at the Annual Meeting.

Street name stockholders who wish to change their votes should contact the organization that holds their Shares.

4

If I hold Shares in street name through a broker, can the broker vote my shares for me?

If you hold your Shares in street name and you do not vote, the broker or other organization holding your Shares can vote on certain “routine” proposals but cannot vote on other proposals, as follows:

What do I need to do if I want to attend the Annual Meeting?

You will need to provide evidence that you are a stockholder as of the Record Date. This can be a copy of your proxy card or a brokerage statement showing your Shares as of the Record Date. You should also bring photo identification. If you hold your Shares in street name and wish to vote in person at the meeting, you will need to contact the organization that holds your Shares in order to obtain a legal proxy from that organization.

Where can I find voting results?

We will file a Current Report on Form8-K with the SEC to report the final voting results from the Annual Meeting within four business days of the Annual Meeting.

I share an address with another stockholder. Why did we receive only one set of Proxy Materials?

Some banks, brokers and nominees may be participating in the practice of “householding” Proxy Materials. This means that only one copy of the Proxy Materials may be sent to multiple stockholders in your household. If you hold your Shares in street name and want to receive separate copies of the Proxy Materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact the bank, broker or other organization that holds your Shares.

Upon written or oral request, the Company will promptly deliver a separate copy of the Proxy Materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Proxy Materials, you can contact our Investor Relations department at978-671-8842 or ir@lantheus.com or by writing to Lantheus Holdings, Inc., 331 Treble Cove Road, North Billerica, MA 01862, Attention: Investor Relations.

What happens now that we are no longer an “emerging growth company”?

As of December 31, 2019, we are no longer an “emerging growth company,” as defined in the JOBS Act. As such, we are required to seek an advisory vote on “say on pay” as well as an advisory vote on the frequency of our “say on pay” vote and provide more detailed disclosure relating to our executive compensation program. We are, however, exempt from the CEO pay ratio disclosure requirements in this 2020 proxy statement as a result of the one-year phase in period for former emerging growth companies.

5

Who is paying for this proxy solicitation?

The Company is paying the costs of the solicitation of proxies. Members of the Board, officers and employees and, potentially, Innisfree M&A Incorporated, a third party proxy solicitor, may solicit proxies by mail, telephone, fax, email or in person. We will not pay directors, officers or employees any extra amounts for soliciting proxies. If we decide to retain a third party proxy solicitor, we would not expect to pay it more than $15,000 for any proxy solicitation services it renders. We may, upon request, reimburse brokerage firms, banks or similar entities representing street name holders for their expenses in forwarding Proxy Materials to their customers who are street name holders and obtaining their voting instructions. If you choose to access the Proxy Materials or vote over the Internet, you are responsible for any Internet access charges that you may incur.

Who should I contact if I have additional questions?

You can contact our Investor Relations department at978-671-8842 or ir@lantheus.com or by writing to Lantheus Holdings, Inc., 331 Treble Cove Road, North Billerica, MA 01862, Attention: Investor Relations. Stockholders who hold their Shares in street name should contact the organization that holds their Shares for additional information on how to vote.

6

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board is currently comprised of ten directors. In accordance with our Amended and Restated Certificate of Incorporation (our “Charter”), our Board consists of three classes: Class I, Class II and Class III, with terms expiring in 2020 (for Class II), 2021 (for Class III) and 2022 (for Class I). Mr. James Clemmer, Ms. Julie McHugh and Dr. Frederick Robertson are the Class II directors whose terms expire at the Annual Meeting. Our Board has nominated, and stockholders are being asked to elect, Ms. Julie McHugh and Dr. Frederick Robertson for three-year terms expiring at our 2023 Annual Meeting of Stockholders. If elected, each of the nominees will hold office until our 2023 Annual Meeting of Stockholders and a successor is duly elected and qualified or until her or his earlier death, resignation or removal.

Our Board has decided to reduce its size from ten directors to nine directors, as of the earlier of the Annual Meeting or the closing of the Progenics Acquisition, and to further reduce the size of the Board to eight members prior to the date of the Company’s 2021 annual meeting of stockholders (the “Board Restructuring”). In connection with this decision, Mr. James Clemmer, a current Class II director, agreed not to be re-nominated and will be stepping down from his Board and committee roles, effective as of the earlier of the Annual Meeting or the closing of the Progenics Acquisition. Mr. Clemmer’s departure is not due to a disagreement with the Company, the Board or management on any matter relating to the Company’s operations, policies or practices.

The persons named as proxies will vote to elect each of these two nominees, unless a stockholder indicates that his or her Shares should be withheld with respect to any one or more of these nominees.

In the event that any nominee for director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current Board to fill the vacancy. We do not expect that any of the nominees will be unavailable or will decline to serve.

In determining that each director should be nominated for election, the Board considered her or his service, business experience, prior directorships, qualifications, attributes and skills described in the biography set forth below under “Corporate Governance—Executive Officers and Directors” and the criteria and diversity policy described under “Director Nomination Process and Diversity Policy.”

Vote Required

Under Delaware law and our amended and restated bylaws, if a quorum exists at the meeting, the affirmative vote of a plurality of the votes cast at the meeting is required for the election of Class II directors, subject to our majority voting policy described under “Majority Voting Policy.” This means that the two nominees receiving the largest number of “FOR” votes will be elected as Class II directors. We do not have cumulative voting.

Majority Voting Policy

Our Board has adopted a majority voting policy, providing that in the case of an uncontested election of directors in which a director nominee does not receive votes affirmatively cast “FOR” his or her election orre-election in excess of 50% of the number of votes cast with respect to that nominee’s election orre-election (a “Majority Vote”), that director will tender his or her resignation, with the resignation expressly stating that it is contingent upon the acceptance of the resignation by the Board in accordance with the majority voting policy, which the Board may, in its discretion, elect to accept.

Board of Directors’ Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT

YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES IN THIS PROPOSAL 1,

AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH NOMINEES,

UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

7

CORPORATE GOVERNANCE

Executive Officers and Directors

The following table sets forth information regarding our current executive officers and directors, including their ages as of the date of this proxy statement.

Brian Markison is theNon-Executive Chairman of the Board and Chair of the Financing and Strategy Committee. Mr. Markison joined the Board in September 2012 and was elevated to Chairman in January 2013. Mr. Markison has been a Healthcare Industry Executive for Avista Capital Partners since September 2012. Mr. Markison is a seasoned executive with more than 30 years of operational, marketing, commercial development and sales experience with international pharmaceutical companies. He is currently the Chairman of the Board and Chief Executive Officer of Osmotica Holdings, S.C.Sp., after serving as Executive Chairman 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 also serves on the Board of Directors of National Spine Centers LLC, on the Board of Directors of Braeburn Pharmaceuticals, and on the Board of Directors of Cosette Pharmaceuticals. He is also a Director of the College of New Jersey. Mr. Markison holds a Bachelor of Science degree from Iona College. Mr. Markison was chosen as a Director because of his strong commercial and operational management background and extensive experience in the pharmaceutical industry.

8

Mary Anne Heino has served as our President and Chief Executive Officer and as a Director since August 2015. She previously served as our Chief Operating Officer, a position she held from March 2015 until August 2015, and as our Chief Commercial Officer, a position she held from April 2013 (when she joined the Company) until March 2015. Ms. Heino brings 30 years of diverse pharmaceutical industry experience to the Board. Prior to joining Lantheus, Ms. Heino led Angelini Labopharm LLC and Labopharm USA in the roles of President and Senior Vice President of World Wide Sales and Marketing from February 2007 to March 2012. From May 2000 until February 2007, Ms. Heino served in numerous capacities at Centocor, Inc., a Johnson & Johnson (“J&J”) company. Ms. Heino began her professional career with Janssen Pharmaceutica, another J&J company, in June 1989 and worked her way up to the role of Field Sales Director in 1999. Ms. Heino received her Master in Business Administration from the Stern School of Business at New York University. She earned a Bachelor of Science in Nursing from the City University of New York and a Bachelor of Science in Biology from the State University of New York at Stony Brook. Ms. Heino currently serves on the Executive Committee of the Massachusetts Business Roundtable and the Board of MassMEDIC. Ms. Heino was chosen as a Director because of her role as President and Chief Executive Officer, which gives her an extensive understanding of our business and operations, and because of her strong commercial experience in the pharmaceutical industry.

James C. Clemmer is a Director and a member of the Audit Committee and the Compensation Committee, serving on the Board since July 2015. He is a seasoned industry executive with more than 25 years of operational, manufacturing, marketing and business development experience with global healthcare product companies. Mr. Clemmer is President, Chief Executive Officer and a Director of AngioDynamics, Inc., a medical device manufacturer based in Latham, New York. He previously served as President of the Medical Supplies segment at Covidien plc, directing strategic andday-to-day operations for global business divisions that collectively manufactured 23 different product categories. In addition, Mr. Clemmer managed global manufacturing, research and development, operational excellence, business development and all other functions associated with the Medical Supplies business. Mr. Clemmer is a graduate of the Massachusetts College of Liberal Arts. Mr. Clemmer served as a trustee to the college and as Interim President. Mr. Clemmer was chosen as a Director because of his strong commercial and operational management background and extensive experience in the healthcare industry.

Samuel Leno is a Director and the Chairperson of the Audit Committee and member of the Financing and Strategy Committee, 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 and as Chairman of the Audit Committee of GCM Holding Corp. He was the Chairman of the Board of Directors and of the Audit Committee of Zest Dental Solutions until it was acquired in 2018. He also 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. Mr. Leno was chosen as a Director because of his financial expertise and industry background.

Julie McHughis a Director and the Chairperson of the Compensation Committee, serving on the Board since January 2017. Ms. McHugh brings over 30 years of experience in the pharmaceutical, biotech and medical devices industries. She recently 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 Chairman for the worldwide

9

virology business unit of J&J, and prior to that, she was President of Centocor, Inc., a J&J 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 on the Board of Directors and as a member of the Nominating and Governance Committee and Audit Committee of Aerie Pharmaceuticals, Inc., as Chairperson of the Board of Directors and as a member of the Nominating and Governance Committee and Audit Committee of Ironwood Pharmaceuticals, Inc., on the Board of Directors of New Xellia Group A/S and on the Board of Directors and as Chairperson of the Nominating and Governance Committee of Trevena Pharmaceuticals, Inc. Ms. McHugh also serves as a member of the Strategic Advisor 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, 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. Ms. McHugh was chosen as a Director because of her strong commercial and operational management background and extensive experience in the pharmaceutical industry.

Gary J. Prudenis a Director and a member of the Audit Committee and the Financing and Strategy Committee, serving on the Board since February 2018. Mr. Pruden has over 30 years of experience in the global healthcare industry. Most recently, Mr. Pruden held a number of senior commercial leadership positions across both the medical device and pharmaceutical sectors of J&J from 1985 until 2017. In April 2016, Mr. Pruden was appointed as a member of the Executive Committee of J&J, where his official title was Executive Vice President, Worldwide Chairman, Medical Devices. Prior to that, he held roles of increasing responsibility within J&J, serving as Worldwide Chairman in the Medical Devices division from 2015 to 2016, as Worldwide Chairman of Global Surgery Group from 2012 to 2015, as Company Group Chairman of Ethicon, Inc. from 2009 to 2012, as Worldwide President of Ethicon, Inc., a J&J subsidiary, from 2006 to 2009, and as President of the J&J subsidiary, Janssen-Ortho Inc. in Canada, from 2004 to 2006. Mr. Pruden has also served in several capacities, including Chairman of Technology & Regulatory Committee and Executive Committee Member, with the Advanced Medical Technology Association, a medical device trade association. Mr. Pruden currently serves on the Board of Directors and as a member of the Audit Committee and Compensation Committee of Motus GI Holdings, Inc. Mr. Pruden received his Bachelor of Science in Finance at Rider University, where he later served on the Board of Trustees from 2011 until 2015. Mr. Pruden was selected as a Director because of his strong financial, operational management, international and regulatory background and his extensive experience in the global pharmaceutical industry.

Kenneth J. Pucelis a Director and a member of the Compensation Committee, serving on the Board since February 2018. Mr. Pucel has been an Executive Vice President of Global Operations, Engineering & Lean, at Polaris Industries Inc. since December 1, 2014. There, Mr. Pucel is responsible for Polaris manufacturing operations, including production, quality and safety, supply chain, and logistics for Polaris. He is also responsible for Research and Development for PolarisOff-Road,On-Road, Commercial, Government and Defense vehicles, as well as for Polaris’ IT and Services organization. Previously, Mr. Pucel was with Boston Scientific, a global provider of medical solutions, where he held positions of increasing responsibility, most recently as Executive Vice President of Global Operations, Quality, Technology and Corporate Research from 2012 through 2014, and as a member of Boston Scientific’s Executive Committee from 2004 through 2014. Mr. Pucel holds a Bachelor of Science in Mechanical Engineering with a focus on Biomedical Engineering from the University of Minnesota. Mr. Pucel was selected as a Director because of his strong operational management background and extensive experience in manufacturing, supply chains, distribution and product development.

Dr. Frederick Robertson is a Director and a member of the Audit Committee and the Chairperson of the Nominating and Corporate Governance Committee, serving on the Board since March 2016. Dr. Robertson has been a Venture Partner at Baird Capital since 2011 and retired from the Anesthesiology Faculty at the University of Wisconsin School of Medicine and Public Health in 2018. Previously, Dr. Robertson held the role of Chief

10

Executive Officer and Director of TomoTherapy Inc. before that company was acquired in 2011. Prior to joining TomoTherapy, Dr. Robertson served in a variety of roles in the medical field, including President and Chief Executive Officer of GE Marquette Medical Systems and later as Chief Clinical Officer of GE Medical Systems, as well as management positions with Marquette Medical Systems, including President and Chief Executive Officer. He serves on the Board of Directors of the University of Wisconsin Foundation, the Morgridge Institute for Research, Alpha Source, Inc. and Zurex Pharma, Inc. Dr. Robertson is a National Association of Corporate Directors Board Leadership fellow, received his Master of Business Administration from San Diego State University and earned his M.D. from University of Wisconsin Medical School. Dr. Robertson was chosen as a Director because of his extensive experience as a physician and as an executive, board member and investor in companies across the healthcare industry.

Dr. Derace Schafferis a Director and a member of the Compensation Committee and the Nominating and Corporate Governance Committee, serving on the Board since March 2016. Dr. Schaffer is the founder and Chief Executive Officer of The Lan Group, a venture capital firm specializing in healthcare and high technology investments. He has also been a Clinical Professor of Radiology at both the University of Rochester Medical College as well as the Weill Cornell Medical College. Additionally, he serves as a member of the Board of Directors of private companies Medical Tracking Solutions, Inc., Partners Imaging, National Spine Centers LLC and Catalyst OrthoScience LLC. Previously, Dr. Schaffer served as Vice Chairman and Chief Executive Officer of Healthcare Acquisition Corp. from April 2005 to August 2007. He has served as Chairman of several healthcare companies, including Radiologix, Inc., of which he was the founder. Prior to that, he served as Chief Executive Officer and Chairman of Ide Imaging Group, P.C. from 1980 to 2001. Dr. Schaffer held the role of director on many healthcare boards of directors, including several health systems, and has been a founder of more than two dozen companies, both public and private, over the past 30 years. Dr. Schaffer received his postgraduate radiology training at Harvard Medical School and Massachusetts General Hospital, where he served as Chief Resident, and is a member of the Alpha Omega Alpha Honor Medical Society. Dr. Schaffer was chosen as a Director because of his extensive experience as a radiologist and physician and as a serial entrepreneur, founder, executive, board member and investor in companies across the healthcare industry.

Dr. James H. Thrallis a Director and a member of the Nominating and Corporate Governance Committee, serving on the Board since February 2018. Dr. Thrall currently holds the Distinguished Juan M. Taveras Professorship of Radiology at Harvard Medical School, having also served as Chairman of the Department of Radiology at the Massachusetts General Hospital from 1988 until 2013. Previously, Dr. Thrall served as Chairman of Radiology at the Henry Ford Hospital between 1983 and 1988, where he also served as a Physician Trustee and held the position of Vice Chairman of the Board of Governors of the Henry Ford Medical Staff. Dr. Thrall is a member of the National Academy of Medicine and has served in leadership and board of directors positions at many U.S. and international medical and professional societies. Dr. Thrall received his M.D. from the University of Michigan in 1968 and trained in Radiology and Nuclear Medicine at the Walter Reed Army Medical Center, Washington, D.C. Dr. Thrall returned to the University of Michigan in 1975 and was promoted to Professor in 1981. Dr. Thrall was chosen as a Director because of his extensive experience in nuclear medicine and radiology, including in connection with imaging modalities and the development and use of innovative new technologies, including artificial intelligence.

Robert J. Marshall, Jr. joined Lantheus as Chief Financial Officer and Treasurer in September 2018. Mr. Marshall brings to the Company more than 30 years of finance experience, including in mergers and acquisitions, capital markets and investor relations. Prior to joining Lantheus, Mr. Marshall spent 16 years with Zimmer Biomet Holdings, Inc., a global medical device company with a leading position in musculoskeletal health. He held various senior leadership roles, including Vice President, Investor Relations and Corporate Treasurer, and most recently as Vice President, Americas Finance, for the U.S., Canadian and Latin American commercial markets. Prior to Zimmer Biomet, Mr. Marshall was employed with Brown & Williamson Tobacco, a subsidiary of British American Tobacco, p.l.c., in Louisville, Kentucky, where he held several positions of increasing responsibility. Mr. Marshall holds a Master of Business Administration from Indiana University, South Bend, and a Bachelor of Business Administration in Finance from the University of Notre Dame. He also holds the CFA designation.

11

John Bollahas served as our Chief Operations Officer since March 2019, having joined Lantheus as Senior Vice President of Technical Operations in May 2018. In this role, he is responsible for leading the company’s supply chain, manufacturing, operations, engineering and facilities functions. He brings to the role more than 23 years of diverse supply chain, operations and manufacturing experience in the pharmaceutical industry. Prior to joining Lantheus, Mr. Bolla spent 20 years at GlaxoSmithKline plc (“GSK”), a global branded pharmaceutical company. He held various senior leadership roles, including Vice President, Supply Chain, North America, where he was responsible for leading all manufacturing, supply planning, logistics and distribution for GSK’s largest global market. He also held senior roles as Vice President and Site General Manager for a large GSK manufacturing facility in the U.S., as well as Vice President and Global Head of External Supply and Global Contract Manufacturing. He has also served in multiple senior Procurement leadership roles at GSK. Mr. Bolla holds a Bachelor of Science in Business Administration/Accounting from The University of Central Florida.

Paul Blanchfield joined Lantheus as Chief Commercial Officer in January 2019. Prior to Lantheus, Mr. Blanchfield served as the Head of the U.S. Immunology Business Unit at Takeda Pharmaceutical Co., managing a multi-billion dollar P&L covering multiple rare diseases products. Prior to his time at Takeda, Mr. Blanchfield served in several different roles at Shire Plc across almost 6 years, including as the Head of U.S. Immunology, General Manager of Nordic-Baltics, Head of Corporate Strategy, and Chief of Staff to the CEO. In his time at Shire, Mr. Blanchfield launched multiple products, worked across nine different countries, oversaw a restructuring to increase commercial focus and reduce costs, and led efforts in M&A, corporate defense, integration, and long-term corporate and portfolio strategy. Prior to his time at Shire, Mr. Blanchfield worked at McKinsey & Company for 5 years, where he focused on health care, marketing, and sales. Mr. Blanchfield earned an MBA / MA in Education from Stanford University and an AB in Economics from Duke University.

Dr. Istvan Molnar joined Lantheus as Chief Medical Officer in January 2019. Dr. Molnar is an oncologist with over 12 years of experience in the pharmaceutical industry and the development of early-,mid- and late-stage oncology drugs. Most recently, Dr. Molnar served as Chief Medical Officer of Fusion Pharmaceuticals, a clinical-stage biopharmaceutical company developing targeted alpha-particle radiotherapeutics for the treatment of cancer. Previously, he served as Vice President of Development at Merrimack Pharmaceuticals for 3 years, where he was responsible for development in the liposomal franchise. Prior to his role at Merrimack, Dr. Molnar worked at Bayer HealthCare for almost 7 years, serving in several roles, including Deputy Director of Global Medical Affairs, Director of Global Medical Affairs, Director of Clinical Development/Global Clinical Lead. Before starting his career in the pharmaceutical industry, Dr. Molnar practiced medicine as an internist for 3 years. After completing his fellowship in hematology and oncology at the Wake Forest University School of Medicine, Dr. Molnar became an Assistant Professor at the University, focusing on the care of patients with hematological malignancies for 5 years. Dr. Molnar earned his MD from Semmelweis Medical School in Budapest and achieved board certification in the United States in internal medicine, hematology and oncology.

Michael P. Duffy has served as our Senior Vice President, Law and Public Policy since 2018, as our Senior Vice President, Strategy and Business Development from October 2015 to 2018 and as our General Counsel since January 2008. From 2002 to 2008, he served as Senior Vice President, General Counsel and Secretary of Point Therapeutics, Inc., a Boston-based biopharmaceutical company. Between 1999 and 2001, Mr. Duffy served as Senior Vice President, General Counsel and Secretary of Digital Broadband Communications, Inc., a competitive local exchange carrier. From 1996 to 1999, Mr. Duffy served as Senior Vice President, General Counsel and Secretary of ETC w/tci, asub-portfolio of TCI Ventures, Inc./Liberty Media Corporation. Mr. Duffy began his legal career with the law firm Ropes & Gray and holds law degrees from the University of Pennsylvania and Oxford University and a Bachelor of Arts degree in History of Science from Harvard College. From 2013 to 2015, Mr. Duffy also served as the Chairman of the Board of Directors of CORAR, the Council on Radionuclides and Radiopharmaceuticals, Inc., a trade association for the radiopharmaceutical industry, and currently serves as a director of that organization.

Etienne Montagut joined Lantheus as Senior Vice President, Corporate Development in September 2018. Mr. Montagut brings to the Company more than 20 years of commercial, portfolio management and business

12

development and licensing experience. Prior to joining Lantheus, Mr. Montagut spent the last six years with GE Healthcare, part of the General Electric family of companies, and a leading provider of medical imaging, monitoring, biomanufacturing, and cell and gene therapy technologies. He held various senior leadership roles at GE Healthcare, including General Manager, Global SPECT Portfolio & Director of Cardiology, Executive, Global Product Leader SPECT Neurology & Cardiology, and most recently as Executive, General Manager Molecular Imaging Greater China. Prior to GE Healthcare, from 2000 to 2012, Mr. Montagut worked at Ipsen, a global specialty-driven biopharmaceutical group focused on innovation and specialty care. While at Ipsen, Mr. Montagut held both commercial and corporate positions, including Corporate Commercial Development, Business Development & Licensing and Portfolio Management. Mr. Montagut holds a Master of Business Administration from Imperial College, London, and a Master of Business Intelligence from EGE in Paris.

Carol Walker has served as our Senior Vice President, Quality since April 2018, having previously served as our as our Vice President, Quality since February 2015. Ms. Walker brings more than 30 years of industry experience in quality and medical technology primarily in the medical device area. Prior to joining Lantheus, Ms. Walker served as Vice President of Quality for Intelligent Medical Devices, Inc. from 2012 to 2015. Previously she held a number of successive Quality management roles at Siemens Healthcare Diagnostics (formerly Bayer Healthcare Diagnostics), including Vice President, Quality Assurance from 2007 to 2011 and Director, Quality Assurance from 2001 to 2007. Ms. Walker received a Bachelor of Science degree in Medical Technology from the Rochester Institute of Technology.

Board of Directors and Committees

The Board is responsible for overseeing the management of our business and is currently comprised of ten directors, each of whom is elected to serve in his or her position until his or her next election and until his or her successors are duly elected and qualified.

Our Charter divides the Board into three classes, with one class being elected at each Annual Meeting of Stockholders. Each director serves a three-year term, with terms staggered according to class.

The current members of the Board and the committees of the Board, each director’s class, date of Board appointment and the term of appointment are shown in the table below:

Board of Directors and Committee Meetings; Annual Meeting Attendance

In 2019, the Board held seventeen meetings and acted by written consent in lieu of a meeting one time, the Audit Committee held seven meetings, the Compensation Committee held five meetings, the Nominating and

13

Corporate Governance Committee held four meetings and the Finance and Strategy Committee held eight meetings. During 2019, each director attended at least 75% of the total number of meetings held by the Board and those of its committees on which that director served, except for Mr. Clemmer, who had, on a couple of occasions, a conflicting schedule of board of directors and committee meetings for the public company at which he serves as a director and chief executive officer. Thenon-employee directors of the Company meet in executive session without management present at the end of most meetings of the Board. Under the Corporate Governance Guidelines and Principles adopted by the Board, the independent Chairperson of the Board presides at those executive sessions, and those executive sessions must occur no less frequently than twice per year.

We have no formal policy with respect to director attendance at our Annual Meetings of Stockholders, however, we encourage all directors to attend. All but one of our then-serving directors attended the 2019 Annual Meeting of Stockholders.

Director Independence

Nine out of ten members of the Board are independent directors. In addition, the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are each comprised entirely of directors meeting the requirements of the Sarbanes-Oxley Act and the Nasdaq audit, compensation and nominating and corporate governance committee independence requirements, as applicable.

The Board has reviewed its composition, the composition of its committees and the independence of each director and considered whether any director has a material relationship with the Company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. The Board has affirmatively determined that each of Messrs. Markison, Clemmer, Leno, Pruden and Pucel, Ms. McHugh and Drs. Robertson, Schaffer and Thrall is an “independent director” under the Nasdaq rules and Exchange Act Rule10A-3(b)(1) and that none of those directors has relationships with the Company that would interfere with that director’s exercise of independent judgment in carrying out his or her responsibilities as a director of the Company.

Board of Directors Leadership Structure and Over-Boarding Policy

Under our Corporate Governance Guidelines and Principles, the Board currently requires the separation of the offices of the Chairperson of the Board and the Company’s Chief Executive Officer (“CEO”). The Board periodically reviews its leadership structure and may make changes in the future.

Also under our Corporate Governance Guidelines and Principles, the Board currently prohibits a director from serving on more than five total public company boards (including our Board) and, if the director is the chief executive officer of a public company, then he or she may serve on no more than two other public company boards (other than his or her own).

Our written Corporate Governance Guidelines and Principles adopted by the Board are available in the Corporate Governance section of our Investor Relations website at http://investor.lantheus.com.

Board of Directors Role in Risk Oversight

The Company’s management is primarily responsible for theday-to-day management of the Company. However, the Board believes that oversight of risk management is one of its fundamental responsibilities and has delegated to its committees oversight and management of specific risks, which those committees report to the Board. The Audit Committee is primarily responsible for oversight of the quality and integrity of the Company’s financial reporting process, internal controls over financial reporting, compliance programs, enterprise risk management and information technology systems, processes and data, including physical security and cybersecurity. The Compensation Committee is responsible for reviewing compensation-related

14

risks and non-CEO senior management succession planning. The Nominating and Corporate Governance Committee is responsible for oversight of CEO succession planning, the Company’s corporate governance and environmental, social and governance initiatives. The Financing and Strategy Committee is responsible for oversight of the Company’s capital structure and transactional-related risks. Management regularly reports to the Board and its committees on the risks that the Company may face and the steps that management is taking to mitigate those risks.

The Audit Committee is also responsible for reviewing and discussing with our management our policies and processes relating to risk assessment and risk management. With respect to cybersecurity risks, the Company has invested and continues to invest in new information and cybersecurity services and technologies and provides employee awareness training around phishing, malware and other cybersecurity risks, all in a manner reasonably intended to protect the Company against cybersecurity risks and security breaches.

Board of Directors Committees

The Board has the authority to appoint committees to perform certain management and administrative functions. Currently, the Board has four committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Financing and Strategy Committee. The Board has adopted written charter for each committee, copies of which are available on the Corporate Governance section of our Investor Relations website at http://investor.lantheus.com.

Audit Committee

The primary purpose of the Audit Committee is to assist the Board in overseeing:

The Audit Committee is currently composed of Messrs. Leno, Clemmer and Pruden and Dr. Robertson, and 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 SEC and Nasdaq rules and has “financial sophistication” as defined under the Nasdaq rules. In addition, 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 RegulationS-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.

Compensation Committee

The primary purpose of the Compensation Committee is to assist the Board in overseeing:

15

The Compensation Committee is currently composed of Ms. McHugh, Messrs. Clemmer and Pucel and Dr. Schaffer, and Ms. McHugh serves as the Chairperson. The Board has affirmatively determined that each of the current members of the Compensation Committee meets the definition of “independent director” for purposes of serving on the Compensation Committee under SEC and Nasdaq rules.

Pursuant to its charter, the Compensation Committee may delegate its responsibilities to a subcommittee so long as that subcommittee is solely comprised of one or more members of the Compensation Committee, and may, as permitted by law, delegate its responsibilities to management, employees and other persons.

Nominating and Corporate Governance Committee

The primary purpose of the Nominating and Corporate Governance Committee is to:

The Nominating and Corporate Governance Committee is currently comprised of Drs. Robertson, Schaffer and Thrall, and Dr. Robertson serves as the Chairperson. The Board has affirmatively determined that 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.

Financing and Strategy Committee

The primary purpose of the Financing and Strategy Committee is to:

The Financing and Strategy Committee is currently composed of Messrs. Markison, Leno and Pruden, and Mr. Markison serves as the Chairperson.

16

Code of Ethics

We have codes of business conduct and ethics that are applicable to all of our employees, including our principal executive, financial and accounting officers and our controller, or persons performing similar functions, and all of thenon-employee directors on the Board. Our Company Code of Conduct and Ethics and our Supplemental Code of Ethics are available on the Corporate Governance section of our Investor Relations website at http://investor.lantheus.com. We intend to provide any required disclosure of any amendment to or waiver from any code that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions to the extent required by law, on the Corporate Governance section of our Investor Relations website.

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 Compensation Committee.

Board of Directors and Committee Evaluations

Each year, our Board and each of its committees conduct self-evaluations to evaluate their performance and effectiveness. The Nominating and Corporate Governance Committee recommends to the Board the methodology for those evaluations and oversees their administration. Each member of the Board completes a comprehensive questionnaire to assess that member’s own performance and skill set and the performance of the Board and any committee on which that member serves. The questionnaire seeks answers to questions based both on numerical ratings and qualitative comments. The collective comments and ratings are compiled for and reviewed by the Chairperson of the Nominating and Corporate Governance Committee and then discussed with that Committee and the Board.

Board Composition

We believe that our Board members have the experience and skills necessary to enable the Company to set and pursue its strategic goals, and the following summarizes key information as of the date of this proxy statement relating to the composition of our Board:

17

Director Nomination Process and Diversity Policy

Each year, the Nominating and Corporate Governance Committee recommends, and the Board proposes, a slate of director nominees to stockholders for election at the Annual Meeting of Stockholders. Stockholders may also nominate directors, as described below.

The Board recognizes the value of appointing individual directors who bring a variety of diverse viewpoints, backgrounds, skills, experiences and expertise to the Board. The Board believes that having a diverse board of directors fosters more productive and beneficial discussions and decision-making processes in support of the Company’s strategic objectives. The Board has adopted a formal diversity policy, a copy of which is available on the Corporate Governance section of our Investor Relations website at http://investor.lantheus.com. Pursuant to our diversity policy, the Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending to the full Board for approval, potential director candidates. In selecting director candidates, the Nominating and Corporate Governance Committee considers a range of matters of diversity, including race, gender, ethnicity, culture, thought, geography, education and competencies, with the goal of having a Board, which as a whole, reflects a range of viewpoints, backgrounds, skills, experience and expertise. The Nominating and Corporate Governance Committee also considers the results of the Board and committee self-evaluations described above, in making its nomination recommendations.

The Nominating and Corporate Governance Committee values the input of stockholders in identifying director candidates. The Nominating and Corporate Governance Committee considers recommendations for Board candidates submitted by stockholders using substantially the same criteria it applies to recommendations from the Nominating and Corporate Governance Committee, directors and members of management. The stockholder making the recommendation must follow the procedures and provide the information set forth in our amended and restated bylaws.

Stockholders may submit recommendations by providing the person’s name and appropriate background and biographical information by writing to the attention of the Nominating and Corporate Governance Committee at Lantheus Holdings, Inc., 331 Treble Cove Road, North Billerica, MA 01862, Attention: Corporate Secretary. Stockholder nominations may be made at any time. However, in order for a candidate to be included in the slate of director nominees for approval by stockholders in connection with a meeting of stockholders and for information about the candidate to be included in the Company’s proxy materials for such a meeting, the stockholder must submit the information required by our amended and restated bylaws and other information reasonably requested by the Company within the timeframe described in our amended and restated bylaws under “Additional Information—Procedures for Submitting Stockholder Proposals.”

Communication with the Board of Directors

Any stockholder or other interested parties who would like to communicate with the Board or any of its committees, the independent directors as a group or any specific member or members of the Board should send those communications to Lantheus Holdings, Inc., 331 Treble Cove Rd., North Billerica, MA 01862, Attention: Corporate Secretary. Communications should specifically indicate for which member or members of the Board or any of its committees the communication is intended. Those communications will generally be forwarded to the intended recipients. However, our Corporate Secretary may, in his sole discretion, decline to forward any communications that are inappropriate.

18

DIRECTOR COMPENSATION

For 2019, each of ournon-employee directors was eligible to receive the following annual compensation in cash (which is paid quarterly in advance and prorated for partial periods of service) and equity grants for services as a director and, as applicable, Board committee member:

Non-employee directors are also entitled to reimbursement forout-of-pocket expenses incurred in connection with rendering those services for so long as they serve as directors.

The Compensation Committee engages Pearl Meyer to review the Company’s non-employee director compensation program every other year, with the most recent review occurring at the beginning of 2019. The review covers the levels of cash and equity compensation that are provided to non-employee directors, as well as the overall structure of the program, against the same peer group of public companies used for executive compensation benchmarking purposes. Pearl Meyer makes recommendations to the Compensation Committee for consideration, and the Compensation Committee shares the recommendation with the Nominating and Corporate Governance Committee for recommendation of any changes to the non-employee director compensation program for the Board’s approval. After reviewing the results of a compensation study prepared by Pearl Meyer, the Compensation Committee and Nominating and Corporate Governance Committee recommended, and the Board approved, an increase to the annual fee for each member of the Nominating and Corporate Governance Committee from $4,000 to $5,000 for 2019.

Directors who are employees of the Company (i.e., our CEO) do not receive separate or additional compensation for their services as directors or committee members.

Consistent with 2018, in 2019, eachnon-employee director was granted an annual equity award with a grant date fair value of $125,000, which was made in the form of time-based restricted stock units (“RSUs”). In 2019, eachnon-employee director was granted 5,353 RSUs under our 2015 Equity Incentive Plan. These 2019 awards vested in full on February 26, 2020. On March 3, 2020, eachnon-employee director was granted 8,095 RSUs under our 2015 Equity Incentive Plan. These 2020 annual equity awards will vest in full on March 3, 2021, generally subject to continued service through that date. In the event a non-employee director’s service ceases as a result of (i) the Board Restructuring or (ii) the Board’s composition as contemplated by the Progenics Acquisition, then a prorata portion of the 2020 annual equity award granted to the non-employee director will vest in connection with such termination.

Allnon-employee directors are subject to the Company’s Stock Ownership and Retention Guidelines described below, which require each director to hold Shares valued at an amount equal to three times the annual cash retainer received for Board services (excluding committee and chair retainers). Until anon-employee director achieves his or her required ownership level, he or she is required to retain 50% of allafter-tax Shares issued upon (i) the exercise of any vested Company stock option award (calculated on a net exercise basis) or (ii) the vesting of any other equity award (such as the RSAs, RSUs, PSAs and PSUs) granted in or after 2019. Ournon-employee directors are required to

19

comply with the Stock Ownership and Retention Guidelines within five years of when the Stock Ownership and Retention Guidelines first apply to them. As of December 31, 2019, Messrs. Markison, Clemmer, Leno and Pucel, Ms. McHugh and Drs. Robertson and Schaffer each had already achieved the requirements under the stock ownership guidelines.

In addition, all directors are subject to the prohibitions on transacting in Company securities described under “Short Term Trading, Hedging and Pledging Prohibition.”

The following table shows compensation paid to the individuals who served as ournon-employee directors in 2019:

20

CORPORATE RESPONSIBILITY

Our diagnostic imaging agents and products were used in over 5 million imaging procedures in 2019, providing healthcare professionals improved diagnostic information which enabled them to better detect and characterize, or rule out, disease, potentially improving patient outcomes, reducing patient risk, and limiting overall costs for payers and the entire healthcare system. In alignment with the value we bring to our customers and their patients, we believe that conducting our business by sustaining the environment, supporting our local communities, embracing diversity and inclusion, and adhering to a strong culture of compliance and ethics will positively impact our customers, stockholders, employees, community and the environment. We believe these types of initiatives will support profitable and responsible growth for our stockholders, and we are committed to stewarding the trust that stockholders place in us consistent with these values.

The following highlights some key accomplishments and initiatives consistent with our environmental, social and governance (“ESG”) goals and responsibilities.

Environmental

As a manufacturer and distributor of radioactive and other pharmaceutical products, we operate a highly regulated business in which we are acutely aware of our impact on the environment and the safety of our employees, customers, patients, and neighbors. To that end, among other things:

In 2020, we intend to take the following actions:

Social

We believe that supporting the local community and instilling a diverse, inclusive, ethical and compliant culture will make us an employer of choice, maintain good standing with regulatory authorities and customers and benefit stockholders in the long run. To that end, among other things:

21

In 2020, we intend to take the following actions:

Governance

We take our corporate governance responsibilities seriously and, in addition to the measures described in this proxy statement:

22

In 2020, we expect to:

23

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are seeking your advisory vote as required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on the approval of the compensation of our named executive officers as described in the Compensation Discussion and Analysis, the compensation tables and related material contained in this proxy statement. Because your vote is advisory, it will not be binding on the Compensation Committee or the Board of Directors. However, the Compensation Committee and the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

Our executive compensation program is designed to:

Consistent with this philosophy, a significant portion of the total compensation opportunity for each of our executives is directly tied to the achievement of strategic, operational and corporate performance goals, as well as our relative performance against comparable companies.

Stockholders are urged to read the Compensation Discussion and Analysis section of this proxy statement, which discusses how our compensation policies and procedures implement our compensation philosophy. The Compensation Committee and the Board of Directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving the goals of our executive compensation program.

For the reasons discussed above, the Board of Directors unanimously recommends that stockholders vote in favor of the following resolution:

“RESOLVED, that the compensation paid to the named executive officers of Lantheus Holdings, Inc., as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related material disclosed in this proxy statement, is hereby APPROVED.”

Vote Required

Although the “say on pay” vote we are asking you to cast isnon-binding, the Board and Compensation Committee value the views of our stockholders and will consider the outcome of the vote when determining future compensation arrangements for our named executive officers. The resolution will be approved, on an advisory basis, if the votes cast FOR exceed the votes cast AGAINST the proposal. Abstentions and brokernon-votes will have no effect on the voting of this proposal. We expect to hold an advisory vote to approve the compensation of our named executive officers annually until the next advisory vote on the frequency of such advisory votes, which will occur no later than our 2026 Annual Meeting of Stockholders.

Board of Directors’ Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT

YOU VOTE “FOR” APPROVAL, ON AN ADVISORY BASIS, OF

THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS,

AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH APPROVAL,

UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

24

PROPOSAL 3: ADVISORY VOTE ON FREQUENCY OF NAMED EXECUTIVE OFFICER COMPENSATION ADVISORY VOTES

We are seeking your advisory vote as required by the Exchange Act on how frequently we should have “say on pay” votes in the future. Stockholders may vote whether to hold “say on pay” votes every one, two or three years. We will consider the interval selected by the highest number of votes cast to be the recommendation of the stockholders. Because your vote is advisory, it will not be binding on the Compensation Committee or the Board of Directors. However, the Compensation Committee and the Board will review the voting results and take them into consideration when determining the frequency of the Company’s “say on pay” votes.

The Board believes at this time that “say on pay” votes should be held every year.

Vote Required

Although this advisory vote on frequency is not binding, the Board and Compensation Committee value the views of our stockholders as to what is an appropriate frequency for advisory “say on pay” votes, and welcome the stockholders’ recommendation on this proposal. If a plurality of votes is cast in favor of an interval other than one year, the Board intends to consider that alternative frequency prior to determining the frequency for “say on pay” votes to be submitted to stockholders in the future.

Board of Directors’ Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT

YOU VOTEFOR THEONE-YEAR OPTION IN PROPOSAL 3

AS THE FREQUENCY FOR THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION,

AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH APPROVAL,

UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

25

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation Discussion and Analysis section of this proxy statement describes the compensation awarded to and earned by our named executive officers (“NEOs”) for 2019 and provides our stockholders with an explanation of our executive compensation program, the decisions made by our Compensation Committee during 2019 relating to that program and other relevant information.

Our NEOs for the year ended December 31, 2019 were:

The Executive Summary below provides an overview of our business, performance highlights, key compensation-related decisions made in the most recent year, and governance highlights.

Business Summary and Performance Highlights

Lantheus is a global leader in the field of medical imaging. We develop, manufacture and commercialize essential diagnostic imaging agents and products that help healthcare professionals identify disease and improve patient treatment and care. Our pioneering products assist physicians in the diagnosis of conditions affecting the heart, brain, lungs and other organs using echocardiography and nuclear imaging. We achieved numerous financial and strategic goals in 2019 that we believe align with our long-term goal of creating stockholder value.

2019 was a strong year for us, and we continued to deliver strong stockholder returns and achieved many important strategic advancements. An illustration of our total shareholder return against our peer group index, the Russell 2000 index, and the NASDAQ Small Cap Index for theone- and three-year periods ending December 31, 2019 and since our IPO on June 25, 2015, and a summary of some of our performance highlights for 2019, are below.

26

27

Key Compensation Decisions and Actions

The following is a summary of key decisions and actions regarding executive compensation in 2019 and early 2020. These decisions were guided by our business needs, compensation philosophy, performance, and governance framework.

28

Key Compensation Governance Attributes

We believe that a sound executive compensation program is grounded in key governance practices. Below is a summary of what we consider to be the good governance features of our executive compensation program.

The following section describes our overall compensation philosophy and executive compensation program.

Compensation Philosophy

The core philosophy of our executive compensation program is to support our primary objective of providing innovative medical products to improve the diagnosis and treatment of human disease, while enhancing our long-term value to our stockholders. Specifically, the Compensation Committee believes the most effective executive compensation program for all executives, including NEOs:

29

While we do not target any specific mix of compensation, it is our intent to have a significant portion of total compensation be variable in nature to promote apay-for-performance culture. Further, the Compensation Committee is committed to a program that contains a strong link between achieving our financial and strategic goals and compensation earned or awarded to further support this culture.

Consistent with our compensation philosophy, it is generally our policy to not extend significant perquisites to our executives that are not available to all of our employees. We may reimburse relocation-related expenses for individual employees, which may include NEOs, when warranted.

Our compensation philosophy allows for flexibility in establishing compensation levels and pay mix for executives. This flexibility is important to ensure our executive compensation program is competitive and that our compensation decisions appropriately reflect the unique contributions and characteristics of our executive officers. The CEO’s target compensation has a greater emphasis on variable compensation than that of the other NEOs because her actions have a greater influence on the performance of the Company as a whole. For all NEOs, the mix of target compensation elements is heavily weighted toward variable compensation with a balanced focus on strategic, financial and stock performance.

The Compensation Committee considers the following factors when determining compensation for our executive officers, including our NEOs:

The weighting of these and other relevant factors is determined on an individual basis for each executive after consideration of the relevant facts and circumstances.

The Compensation Committee targets the 50th percentile of the market for target compensation opportunities, but reserves the right to compensate NEOs above or below that level based on the factors identified above. Further, actual compensation earned can be greater or less than target compensation based on Company and individual performance.

30

Compensation Program

Our executive compensation program is designed to achieve several important objectives, which we articulate in our compensation philosophy above. We accomplish this through different compensation elements, each with its own purpose, operation, and timing. Although the Compensation Committee has established a cadence for setting andre-evaluating compensation levels and granting awards, the Compensation Committee has the flexibility to adjust compensation or grant awards outside of the typical process in order to support or achieve our compensation objectives. Below is a summary of each of the primary elements of our executive compensation program, the purpose of each such element, and the general timing when each element is adjusted or awards are granted, as applicable.

31

Compensation Policies and Features

In addition to the compensation elements described above, our executive compensation program also incorporates the following policies and features that our Compensation Committee believes are fundamental to a well-constructed and balanced compensation program.

Until an executive officer achieves his or her required ownership level, he or she is required to retain 50% of allafter-tax Shares issued upon (i) exercise of any vested Company stock option award (calculated on a net exercise basis) or (ii) the vesting of any other equity award (such as RSAs, RSUs, PSAs and PSUs) granted in or after 2019. Our executive officers are required to comply with the Guidelines within five years of when the Guidelines first apply to them. As of December 31, 2019, Ms. Heino and Messrs. Duffy and Robinson each had already achieved the requirements under the stock ownership guidelines.

To those ends, the Company prohibits Company Personnel from:

32

The Company grants no exceptions to these policies and reserves the right to impose sanctions on any Company Personnel who violate these policies, including termination of employment or service for cause. No categories of hedging transactions are specifically permitted.

The following section describes the process used in making decisions regarding NEO compensation.

Roles of the Compensation Committee, Independent Consultants and Management

Each year the Compensation Committee discusses, reviews, recommends, and/or approves certain actions related to executive compensation and our overall executive compensation program. The Compensation Committee makes use of an independent compensation consultant in certain cases to assist the Compensation Committee in its deliberations and decision-making process. Certain members of the management team also assist in developing materials and explaining aspects of our compensation program.

Role of the Compensation Committee.The Compensation Committee is responsible for assisting the Board of Directors in establishing and overseeing our executive compensation program. This includes the following key responsibilities:

Our Compensation Committee typically reviews and discusses management’s proposed compensation with our CEO for all executive officers other than the CEO. Following the Compensation Committee’s discussions with management and consideration of the CEO’s performance and market data provided by Pearl Meyer (described below), the Compensation Committee then consults with the Board about the compensation of our CEO before approving her compensation. The Compensation Committee meets regularly throughout the year.

Role of our CEO.Our CEO reports to our Compensation Committee on the individual performance and contributions of each of the other executive officers, and, with the benefit of market data provided by Pearl Meyer, annually makes recommendations to the Compensation Committee regarding base salary, executive bonus plan performance targets and payouts, and equity awards. The Compensation Committee reviews and considers those recommendations, but ultimately retains full discretion and authority over the final compensation decisions for the executive officers. Our CEO, in consultation with other members of management, also recommends the Company goals which are used for our executive bonus plan.

33

Role of our Independent Compensation Consultant.Pursuant to its charter, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation. Our Compensation Committee engaged Pearl Meyer as its independent compensation consultant in 2019. Pearl Meyer provides information and advice to our Compensation Committee on all aspects of the Compensation Committee’s key responsibilities and attends Compensation Committee meetings or calls at the request of the Committee. Our Compensation Committee considered the relationship that Pearl Meyer has with us, the members of our Board and our executive officers and based on its evaluation, the Compensation Committee has determined that Pearl Meyer is serving as an independent and conflict-free advisor to the Compensation Committee.

Market Benchmarking

Our Compensation Committee utilizes compensation peer group and other market data in making compensation decisions. This information provides context for the Compensation Committee in setting target compensation levels going forward.

In September 2018, our Compensation Committee, with the assistance of Pearl Meyer, constructed a peer group to use in setting 2019 target compensation based on the following screening criteria:

Based on this screening criteria, Pearl Meyer recommended, and the Compensation Committee approved, a peer group of 17 companies, listed below.

34

The extent to which these peer group companies meet the screening criteria, based on the statistics* below, illustrates that Lantheus is reasonably situated among this group:

As discussed above, the Compensation Committee reviews data on total compensation and individual elements of compensation (i.e., base salary, and short-term and long-term incentive, each, at target) for similarly-situated positions, compensation program design and other key compensation program attributes of companies in this peer group. In addition to the peer group of companies, the Compensation Committee also utilizes broader market survey data (based on our size and industry) provided by Pearl Meyer to evaluate the competitiveness of compensation levels from time to time and to provide the Compensation Committee with a composite market perspective and to help inform decision-making relating to the Company’s executive compensation programs. As discussed above, the Compensation Committee also evaluates on the factors described in “Compensation Philosophy” above in making individual compensation decisions.

The following section describes the material compensation actions and decisions relating to executive compensation that took place in 2019 and early 2020.

Base Salaries

The Compensation Committee met in February 2019 to review our NEOs’ base salaries. The Compensation Committee reviewed market data provided by Pearl Meyer, the Company’s needs, and corporate and individual executive performance in 2018 for determining 2019 base salaries. Based on this review and evaluation, and for the reasons described in the table below, the Compensation Committee approved the following base salaries, effective as of April 1, 2019.

35

Executive Leadership Team Incentive Bonus Plan

General Design

At the beginning of 2019, the Compensation Committee established the design parameters for the 2019 Executive Leadership Team Incentive Bonus Plan (the “2019Executive Bonus Plan”) in which all of our executive officers, including our NEOs, participate. The 2019 Executive Bonus Plan is intended to motivate and reward our executives for achievements relative to our corporate and individual goals and expectations for 2019.

The general design of the 2019 Executive Bonus Plan is as follows:

The “Corporate Performance Factor” used in determining payouts forallexecutives under the 2019 Executive Bonus Plan is the aggregate percentage payout for the actual level of achievement for all three financial performance metrics (each of which is interpolated on a linear basis in between the threshold, target, and maximum levels set for that metric, and failure to attain at least a threshold level of performance for any metric will preclude any payout related to that metric). Attainment of each performance goal is calculated independently.

The “Individual Performance Factor” used in determining payouts foranyindividualexecutive under the 2019 Executive Bonus Plan is the percentage reflective of that individual’s performance and achievements during 2019, as determined by the Compensation Committee, as described below.

Each of the Corporate Performance Factor and Individual Performance Factor has an achievement range of 0% to 150%, and no individual can receive a payout of more than 225% of his or her target bonus.

36

Target Bonus Opportunities

Each NEO has a target bonus opportunity that is expressed as a percentage of his or her annual base salary. At the beginning of 2019, our Compensation Committee set the following target bonus opportunities for each NEO:

For all of our NEOs other than Mr. Bolla, these target bonus percentages were the same as for 2018. In connection with his promotion in March 2019, Mr. Bolla’s target bonus percentage was increased from 40% to 45% of his annual base salary.

Corporate Performance Goals and Actual Achievement

Our Compensation Committee established the threshold, target and maximum levels of corporate performance goals set forth in the table below. In February 2020, the Compensation Committee assessed the Company’s actual performance against the corporate performance goals and determined the level of achievement for each specific metric, and in total. This resulted in a 109.2% Corporate Performance Factor for 2019, determined as follows:

For purposes of the 2019 Executive Bonus Plan, the performance metrics are derived from the Company’s audited financial statements and are defined as follows:

37

The Compensation Committee selected these corporate performance metrics and the target levels of these metrics for 2019 to align our executive compensation program with our external financial guidance for fiscal year 2019 and our internal budget for fiscal year 2019 that was approved by the Board in December 2018, and because the Compensation Committee believes that:

The goals set under these metrics were determined by the Compensation Committee to be challenging and uncertain to be achieved at the beginning of the year because, among other things, of risks relating to our nuclear products revenue. In all cases, the target levels for the 2019 goals represented an increase over 2018 actual results.

Individual Performance Assessment and Actual Achievement

The 2019 Executive Bonus Plan also contains an Individual Performance Factor that aligns each NEO’s incentive compensation outcomes with his or her specific individual performance and achievements during 2019. The Compensation Committee reviews the CEO’s assessment of each NEO’s performance, and the Compensation Committee, in consultation with the independent Chairman of the Board, assesses the CEO’s performance. Each NEO is given an Individual Performance Factor that modifies the Corporate Performance Factor score for purpose of calculating the 2019 Executive Bonus Plan payout.

38

The following is a summary of each NEO’s Individual Performance Factor score and the performance and achievements that the Compensation Committee specifically recognized in determining that Individual Performance Factor score:

39

Final Payouts under the 2019 Executive Bonus Plan

Payouts under the 2019 Executive Bonus Plan are as follows:

Dr. Orlandi separated from the Company in September 2019 and received, pursuant to the terms of his agreement with the Company (the “Orlandi Agreement”), a cash payment, of which $140,288 represented a prorated portion of his target annual bonus. See “Orlandi Agreement” below.

40

2019 Long-Term Incentive Award Decisions

The Compensation Committee grants RSUs to promote retention and continuity of management while considering competitive market practices. The Compensation Committee also grants PSUs for retention purposes, but PSUs are more oriented towards maintaining a pay for performance culture and reward system that aligns NEOs’ realized compensation with stockholders’ interests. This mix of time-based and performance-based equity incentives is intended to keep us highly competitive within the executive talent market and to strike a balance between retention and performance.

Annual grants of RSUs vest in equal installments on each of the first three anniversaries of the grant date. Annual grants of PSUs, to the extent earned based on performance, cliff vest on the third anniversary of the grant date. The portion of PSUs that vest is based on the extent to which the Company has achieved specified corporate performance goals.

In February 2019, in consultation with Pearl Meyer, the Compensation Committee granted PSUs utilizing relative Total Shareholder Return (“rTSR”) of the Company’s common stock as the performance metric. rTSR performance is compared to other companies in the S&P SmallCap Healthcare Index over a three full calendar year performance period, starting with the 2019 calendar year. The relative changes in share prices during the performance period will be measured using an average of the closing prices during the 30 days preceding the beginning and the end of the performance period. The percentage of the target number of Shares that can vest under the rTSR PSUs will be as follows:

In the event the Company’s rTSR percentile rank for the performance period falls between any of the percentiles set forth above (to the extent greater than the threshold and lower than the maximum), the vesting percentage will be determined by linear interpolation between those percentiles.

41

LTI awards for our NEOs in February 2019 were as follows:

Compensation Mix for 2019

The table below illustrates the cash-paid and equity-granted (at target) components of the compensation for our NEOs for 2019. While the Compensation Committee does not specify a target mix of compensation, a significant portion of an NEO’s total compensation opportunity is set as variable compensation that aligns the NEO’s compensation with financial, strategic and stockholder performance. For 2019, 80% of our CEO’s compensation was variable compensation and 62% of our other NEO’s compensation was variable compensation:

42

Benefits

In exchange for being bound by certain restrictive covenants and providing a release and waiver in favor of the Company, we provide our CEO and her direct reports with severance and “double trigger” change of control benefits in connection with certain qualifying terminations of employment. We believe that providing our NEOs with market-competitive employment protections in the event of certain employment terminations serves as an important retention tool and ensures that they remain dedicated, motivated and focused on achieving the best results for our stockholders. Additional details on these arrangements can be found under “Employment Agreements; Severance and Potential Payments, Upon Termination or Change of Control.”

We generally reimburse relocation expenses for newly hired NEOs whom we require to relocate as a condition to their employment with us. We also have, and may in the future, pay local housing expenses and travel costs for a limited time for executives who maintain a primary residence outside of a reasonable daily commuting range to our headquarters prior to that executive’s relocation. We believe that these are typical benefits offered by comparable companies to executives who are asked to relocate and that if we did not offer such assistance we would be at a competitive disadvantage in trying to attract executives who would need to relocate in order to work for us.

In connection with hire as Chief Financial Officer of the Company, Mr. Marshall received reimbursement for relocation expenses of $17,333 and $134,591 in 2018 and 2019, respectively, which amounts include $6,023 and $37,020, respectively, in tax gross up for those relocation expenses.

We offer a 401(k) qualified defined contribution plan in which our employees, including our NEOs, are eligible to participate, with a 75% employer match of each participant’s contributions up to 6% of the participant’s eligible compensation. We do not offer any other qualified ornon-qualified retirement plans.

Our welfare and employee-benefit programs are the same for all our eligible employees, including our NEOs. Our NEOs do not receive additional employee benefits outside of those offered to our other employees.

Additional Actions Taken by the Compensation Committee for 2019

In addition to the compensation-related activities described above, in February 2020, the Compensation Committee reviewed the performance status of the following PSAs that were previously granted in 2017 and 2018: to certain employees, including certain of our NEOs:

In connection with that review, the Compensation Committee determined the performance results relating to the 2017 PSAs.One-sixth of these PSAs was eligible to be earned and vest based on the level of the Company’s achievement of each of six separate performance goals (i.e., Total Revenue performance in each of 2017, 2018 and 2019, and Adjusted EBITDA performance in each of 2017, 2018 and 2019), with 90% achievement of target performance resulting in a threshold of 50% of the target Shares awarded being earned, and 110% achievement of target performance resulting in a maximum of 120% of the target Shares awarded being earned. Results were interpolated in between threshold and target and target and maximum. These grants had an overall cap of 120%

43

of the target number of Shares that were eligible to be earned and vest. The level of achievement for each of the six metrics ( i.e., Total Revenue performance in each of 2017, 2018 and 2019, and Adjusted EBITDA performance in each of 2017, 2018 and 2019) was calculated independently, and vesting with respect to any one of these performance goals had no effect on any of the other performance goals. The Compensation Committee determined that, across all six tranches, an aggregate of 104.4% of the target number of Shares under 2017 PSAs had been earned, calculated as follows:

For purposes of the 2017 PSA grant, the performance metrics are derived from the Company’s audited financial statements and are defined as follows:

Compensation Risk Assessment

Each year, with the assistance of Pearl Meyer, our management and the Compensation Committee review our compensation practices and policies from a risk management perspective. We have reviewed our programs and determined that there are no practices or policies that are likely to lead to excessive risk-taking or have a material adverse effect on the Company. Further, we identified the following practices that serve to mitigate risk:

44

Impact of Accounting and Tax on the Form of Compensation

The Compensation Committee and Management consider the accounting and, when appropriate, individual and corporate tax consequences of the compensation plans. The Compensation Committee has considered the impact of the expense, which will be recognized by the Company in accordance with FASB ASC TOPIC 718, on the Company’s use of long-term equity incentives.

Section 162(m) of the Internal Revenue Code generally limits deductibility by the Company ofnon-exempt taxable compensation paid to NEOs to a maximum of $1 million per annum. The Compensation Committee takes into consideration the potential deductibility of the compensation as one of the factors to be considered when establishing our executive compensation program. However, the Compensation Committee believes that its primary responsibility is to provide an executive compensation program that attracts, motivates and retains the level of successful, qualified executive leadership talent necessary to achieve our long-term goals. Accordingly, the Committee has paid and may, in its judgment, compensation that limited as to tax deductibility, in whole or in part.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis section of this proxy statement, as required by Item 402(b) of the SEC’s RegulationS-K and the Compensation Committee’s Charter. Based on its review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee

Julie McHugh (Chair)

James Clemmer

Ken Pucel

Dr. Derace Schaffer

45

Summary Compensation Table for Fiscal Years 2019, 2018 and 2017

The following table sets forth certain information with respect to compensation of our named executive officers for the years ended December 31, 2019, and if applicable, 2018 and 2017:

The table below shows the grant date fair value of the PSUs and PSAs included in the stock awards column for each year, and the maximum grant date value assuming that the highest level of performance conditions was achieved:

46