Lantheus (LNTH) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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LANTHEUS HOLDINGS, INC.

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Dear Stockholder

We cordially invite you to attend Lantheus Holdings, Inc.’s 2022 Annual Meeting of Stockholders, to be held on Thursday, April 28, 2022 at 10:00 a.m. (Eastern Time) at the Wellesley Room at the Hilton Boston Logan Airport Hotel, One Hotel Drive, Boston, MA 02128, US. The meeting will also be hosted in virtual format via the Internet. You will be able to attend the meeting virtually and vote and submit questions by visiting and registering at www.proxydocs.com/LNTH.

The Notice of Internet Availability of Proxy Materials and the proxy statement that follow describe the business to be conducted at the meeting.

Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting, whether or not you plan to attend the meeting. On behalf of the Board of Directors, thank you for your continued investment in our company.

Sincerely,

Brian Markison

Chairman of the Board of Directors

A Message from Our CEO

March 18, 2022

Dear Stockholder,

This is the first year I am writing a stockholder letter to you, and it’s a tradition that I intend to continue in order to share insights into our business. It’s my hope that we are finally navigating what is the end of the pandemic. Over the past two years, all companies have been challenged to create a “new normal,” and we have been no exception. Despite these challenges, I am very pleased to report that thanks to the persistence and dedication of our team, our business is flourishing, and we continue to positively serve and impact an increasing number of patients. Building on more than 60 years of life-changing science and innovations, Lantheus continues to change the way clinicians Find, Fight and Follow disease and deliver on our purpose to empower healthcare professionals to deliver better patient outcomes.

Executing on Our Strategy

2021 was a year of significant achievements for Lantheus. We executed on our strategy to accelerate growth, diversify our commercial and development portfolios, and position Lantheus as a category leader in the markets we serve. We obtained FDA approval for and successfully launched PYLARIFY^® (piflufolastat F 18), our PSMA-targeted PET imaging agent for prostate cancer. We quickly followed the PYLARIFY approval with FDA clearance for PYLARIFY AI^™, our artificial intelligence-enabled PSMA digital application, which we launched in late November. We also delivered another solid year of revenue and market leadership for DEFINITY^® (perflutren lipid microsphere), our ultrasound enhancing agent.

We believe that product opportunities in cancer—both diagnostic and therapeutic—will be critical to our future success, and we are committed to further augmenting our commercial portfolio with revenue opportunities of a similar magnitude as DEFINITY and PYLARIFY, either through strategic transactions or internal development.

Continuing Top Tier Financial Performance

In 2021, we delivered record revenue—up more than 25% over 2020—even against a backdrop of the continuing challenge of the pandemic in the U.S. healthcare delivery market. With the divestiture of our Puerto Rico assets, we changed our reporting segments from U.S. and International to a single reporting segment and grouped our revenue into three categories: 1) Precision Diagnostics, 2) Radiopharmaceutical Oncology, and 3) Strategic Partnerships and Other Revenue. The products in our Precision Diagnostic category assist healthcare professionals (HCPs) Find and Follow diseases in non-oncologic conditions. Our Radiopharmaceutical Oncology diagnostic and therapeutic products help HCPs Find, Fight and Follow cancer. Our Strategic Partnerships focus on facilitating precision medicine through the use of biomarkers, digital solutions and radiotherapeutic platforms, and this category also includes royalty revenue from RELISTOR. In 2021, revenue in each of our categories grew: Precision Diagnostics, led by DEFINITY sales of $232.8 million, increased 10.5%; Radiopharmaceutical Oncology, led by PYLARIFY sales of $43.4 million, increased by 387.8%; and Strategic Partnerships and Other Revenue, led by RELISTOR royalties, increased by 115.2%.

Operating Our Business Sustainably

Because our industry operates as a global ecosystem, we recognize that our actions inevitably impact more than just our customers and patients. In order to continue to prosper as a company, we must acknowledge our responsibility to focus on key environmental, social and governance (ESG) topics and take meaningful steps to do so. This includes preserving the environment, embracing diversity and inclusion, adhering to a strong culture of compliance and ethics, and supporting our communities. Operating with this mindset benefits our customers, our employees, the communities we operate in and serve and our stockholders.

In addition to taking responsibility for how our business impacts the environment, we recognize how the physical and mental health of our workforce influences the vibrancy of our communities, as well as our success as a company. Part of the “new normal” that we have created during the pandemic has included a pivot to the “Workplace of the Future.” We have embraced remote work where desired and possible without impacting our operations and we have implemented attractive compensation packages to counter the “Great Resignation” and retain and grow our teams. In addition, to create one “family” following the completion of the Progenics acquisition, we invested, with significant input from our employees, in launching an updated corporate Purpose and set of Values that embody the beliefs of our combined company.

As part of living our Values, we are working toward a diverse and inclusive workforce. As a female CEO, I am proud that more than 50% of employees with titles of Vice Presidents and higher at Lantheus are women, and approximately 46% of our total employee population is female. In addition, women comprise a full one-third of our Board of Directors. To further support our diversity and inclusion efforts, in 2021 we launched two Employee Resource Groups (ERGs) that support employees by encouraging an appreciation for the value and impact of an inclusive organization. These groups are employee-led and focus on engagement, education to promote cultural awareness and communication, mentoring, and professional development. I firmly believe that our focus on a thriving and competitive workforce is critical to continuing our growth through 2022 and beyond.

Driving Sustainable Stockholder Value

In 2021, we remained focused on driving stockholder value, including delivering a 114% annual return on Lantheus’ share price and enhancing stockholder voice with new proxy access provisions in our corporate bylaws.

In 2022, we look to further solidify PYLARIFY as the PSMA PET imaging agent of choice in the U.S. prostate cancer community, maintain market leadership with our microbubble franchise, execute strategic transactions in line with our portfolio objectives, deliver on our financial objectives and attract the needed human talent to Lantheus that will thrive in our culture. I am confident that focusing on these corporate objectives will allow us to continue to drive sustainable stockholder value.

In closing, I would like to thank the members of our Board of Directors for their intellect, insight and experience and their ongoing oversight and support. Most importantly, I would like to recognize and thank all Lantheus employees for their dedication and commitment to our patients and their unfailing passion to Find, Fight and Follow disease to deliver better patient outcomes. Whether it’s the people we work with or the patients we serve, we never forget that someone’s health is in our hands.

Sincerely,

Mary Anne Heino

President and Chief Executive Officer

Notice of annual meeting of stockholders

Table of Contents

Matters To Be Voted Upon

The following table summarizes the proposals to be voted upon at the 2022 Annual Meeting of Stockholders of Lantheus Holdings, Inc. (“Lantheus” or the “Company”, “we” or “our”) to be held on April 28, 2022 (the “Annual Meeting”) and the Board’s voting recommendations with respect to each proposal.

Who We Are

We are an established leader and fully integrated provider committed to innovative imaging diagnostics, targeted therapeutics, and artificial intelligence solutions to Find, Fight and Follow serious medical conditions. We classify our products in three categories: Precision Diagnostics, Radiopharmaceutical Oncology, and Strategic Partnerships and Other revenue.

The mailing address of our principal executive offices is Lantheus Holdings, Inc., 331 Treble Cove Road, North Billerica, MA 01862.

We own or have the rights to various trademarks, service marks and trade names, including, among others, the following: AZEDRA^®, AZEDRA Service Connection^®, Cardiolite^®, DEFINITY^®, DEFINITY RT^TM, EXINI^®, Find, Fight and Follow^®, Find > Fight > Follow^TM, Lantheus^®, Lantheus Medical Imaging^®, LUMINITY^®, Molecular Insight^®, NEUROLITE^®, Progenics^®, Progenics Pharmaceuticals^®, PYLARIFY^®, PYLARIFY AI^TM, TechneLite^®, VIALMIX^®, and VIALMIX RFID^® referred to in this Proxy Statement. Solely for convenience, we refer to trademarks and service marks in this Proxy Statement without the TM, SM and ^® symbols. Those references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights to our trademarks and service marks. Each trademark, trade name or service mark of any other company appearing in this Proxy Statement is, to our knowledge, owned by that other company.

Corporate Governance

Our Board is responsible for providing governance and oversight over the strategy, operations and management of the Company. Our Board oversees our senior management, to whom it has delegated the authority to manage the day-to-day operations of the Company. Our Board has adopted Corporate Governance Guidelines and Principles, Board committee charters, a Company Code of Conduct and Ethics and a Supplemental Code of Ethics, all of which are available on the Corporate Governance section of our Investor Relations website at http://investor.lantheus.com. These principles, charters and codes, together with our Certificate of Incorporation (our “Charter”) and our amended and restated bylaws (our “Bylaws”), form the governance framework for our Board and its committees. Our Board regularly (and at least annually) reviews its Corporate Governance Guidelines and Principles and other corporate governance documents and from time to time revises them when our Board believes it serves the interests of the Company and our stockholders to do so, and in response to changing regulatory and governance requirements and best practices. For example, we adopted a market-standard proxy access Bylaw in 2021. The following sections provide an overview of our corporate governance structure, including director independence and other criteria we use in selecting director nominees, our Board leadership structure and the responsibilities of our Board and each of its committees.

Corporate Governance Practices

We are committed to strong corporate governance practices because we believe they establish an environment of accountability for our Board and our management and otherwise promote the long-term interests of our stockholders. Over the years, our Board has evolved our practices in the interests of our stockholders. In previous years, we amended our Charter to eliminate certain supermajority voting requirements and to permit holders of at least a majority of our common stock to call special meetings of the stockholders. In 2021, our Board amended and restated our Bylaws to implement a market-standard proxy access right for our stockholders. Pursuant to our proxy access Bylaw and subject to certain requirements, a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years is permitted to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of our Board. Our Charter, Bylaws and governance practices and policies include, among other things, the following:

Board Structure

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

Our Charter divides the Board into three classes (Class I, Class II and Class III), with one class being elected at each annual meeting of stockholders. Each director serves a three-year term, with terms staggered according to class. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by the directors then in office.

Leadership Structure

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 CEO. We believe that separation of our Board of Directors and executive leadership preserves the independence of these roles and maximizes performance. The Board periodically reviews its leadership structure and may make changes in the future.

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.

Director Independence

Eight out of nine 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, the independence of each director, and considered whether any director has a material relationship with the Company that could compromise her or his ability to exercise independent judgment in carrying out her or his responsibilities. The Board in consultation with legal counsel has affirmatively determined that each of its directors, other than our chief executive officer, is an “independent director” under the Nasdaq rules and Exchange Act Rule 10A-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 her or his responsibilities as a director of the Company.

Committees of the Board

The Board has the authority to appoint committees to perform certain Board-delegated duties. Currently, the Board has five committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Finance and Strategy Committee and the Science and Technology Committee. The Board has adopted written charters for each committee, copies of which are available on the Corporate Governance section of our Investor Relations website at http://investor.lantheus.com.

Finance and Strategy Committee

Science and Technology Committee

Board and Committee Evaluations and Self-Assessments

Each year, our Board and each of its committees conduct formal evaluations and self-assessments to evaluate their performance and effectiveness and to examine what experience and skill sets, if any, would be desirable to add, whether through third-party experts or new directors. 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 skills 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.

Codes of Conduct

Our Code of Conduct is 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 the non-employee directors on the Board. We also have a Supplemental Code of Conduct that is applicable to certain members of our management team involved in preparing financial statements and public disclosure. Our Code of Conduct 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. There were no waivers of any of our codes in 2021.

Risk Oversight

The Company’s management is primarily responsible for the day-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, on 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. These responsibilities include reviewing and discussing with the Company’s management its policies and processes relating to risk assessment and risk management. The Compensation Committee is responsible for reviewing compensation-related risks and non-CEO senior management succession planning. The Nominating and Corporate Governance Committee is responsible for oversight of the Company’s corporate governance, CEO succession planning and ESG initiatives. The Finance and Strategy Committee is responsible for oversight of the Company’s capital structure, capital markets and, and transaction-related risks. The Science and Technology Committee is responsible for advising on scientific, technological, medical, regulatory and intellectual property risks related to the Company’s existing products, clinical development programs and business development opportunities. 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.

Oversight of Cybersecurity and Data Privacy Risks

With respect to cybersecurity risks, the Company has invested and continues to invest in new information and cybersecurity services and technologies and provides employee comprehensive 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.

Oversight of COVID-19 Risks

The risk landscape associated with the COVID-19 pandemic has been, and continues to be, discussed with the full Board as well as each of the Board committees, as appropriate. Over the course of 2021, management regularly updated our directors on the pandemic’s impacts to our employees, our business, our customers and our suppliers and the strategic, operational and financial risks associated with the pandemic. Discussions with the Board and committees have included, among other topics, business resilience and continuity, employee health and safety (such as remote working, vaccination requirements, and safe return to office guidelines), technology and cybersecurity, changing customer expectations, supporting our broader community, employee retention and recruitment and talent management. Management continues to report to the Board on its response to the pandemic and intends to identify new risks as they may arise in light of the continuing effects of the COVID-19 pandemic.

Operating Our Business Sustainably and Responsibly

We believe that preserving the environment, embracing diversity and inclusion, adhering to a strong culture of compliance and ethics, and supporting our communities, helps us operate our business sustainably, which benefits:

To operate our business sustainably, we must evaluate and potentially modify every aspect of our business, from the people that we hire, to the assets that we own and operate, to every process that we follow from our supply chains through our manufacturing facilities until our products are in our customers’ hands in order to ensure that we have a growing and resilient company, built to last.

Our Board, our management team and our employees are committed to continuously improving the sustainability of our business. In 2021, at the organizational level:

Corporate Purpose: Our passion is to Find, Fight and Follow disease to deliver better patient outcomes.

Values: Our Values are to:

At an operational level, we have also made substantial strides in enhancing the sustainability of our business, in the areas of Environmental, Safety, and Diversity, Culture and Community.

Environmental

In 2021, we made measurable improvements to reduce waste, energy consumption and greenhouse gas emissions. We also continued to identify ways to improve the accuracy of our data. We use the EPA ENERGY STAR Portfolio Manager^® to track energy and water consumption together with greenhouse gas emissions. We plan to fully implement and utilize the industry benchmarking application of this tool in 2022 for our main operations in North Billerica, MA.

Below are charts showing, for the years 2018 through 2021 at our North Billerica facility, our annual water use, waste disposed and recycled, types of waste disposed or recycled, energy consumption, and greenhouse gas emissions, including trend analyses in the accompanying notes. Year-to-year comparisons over the four-year period are affected by the improving quality of our data collection over time, the impact of the COVID-19 pandemic on our business, including reduced site occupancy and changes in manufacturing activities during the pandemic, and the construction and testing of our new in-house facility to manufacture DEFINITY.

Water Use Notes:

Waste Notes:

Starting in December 2021, at our North Billerica facility we began to exclusively purchase renewable wind energy from the power grid, saving over 500 metric tons of CO2e emissions in just one month and reducing indirect CO2e emissions by greater than 99%. This will create an estimated savings in 2022 of approximately 4,000 metric tons of CO2e emissions.

We actively monitor stack and waste water discharges and implement reduction principles as required by our license conditions and federal, state and local environmental laws. We manage all regulated wastes in accordance with license conditions and with all federal and state regulations. We incorporate recycling programs in accordance with state regulations. We dispose or recycle electronic waste in accordance with federal and state regulations.

Our Supplier Code of Conduct, available on our website at https://www.lantheus.com/suppliersvendors/, requires our suppliers to operate in an environmentally responsible manner and provide a safe and healthy work environment by, among other things: implementing written health, safety and environmental programs; providing employees with appropriate training; maintaining legal and regulatory compliance with respect to waste and emissions; encouraging conservation; and providing appropriate audit rights.

Safety

As a manufacturer and distributor of radioactive and other pharmaceutical products, we remain acutely aware not only of the impact of our business on the environment, but also on of the impact of our business on the safety of our employees, customers, patients and neighbors.

We maintain a staff of twelve Environmental, Health and Safety professionals, including Health Physicists and Occupational Health providers, who design, implement and monitor safety policies and procedures to support risk reduction and accident prevention to protect our employees, customers, patients and neighbors, including tracking Occupational Safety and Health Administration reportable injuries and near misses.

We also have a strong quality culture and, in 2021, we had no significant adverse findings on inspections/audits and no recalls, and we have a strong historic record of regulatory compliance.

In 2021 and 2022, we have maintained our Pandemic Response Team to oversee appropriate precautions to minimize the spread of COVID-19 in our teams and communities, including continued remote work for all non-critical employees and contractors, continued restricted work-related travel and COVID-19 vaccine policies. Our Pandemic Response Team has developed plans for employees to safely return to our different facilities later in the year.

Diversity, Culture and Community

In addition to the important environmental and safety work we do to improve the sustainability of our business, we believe that embracing diversity and inclusion, adhering to a strong culture of compliance and ethics, and supporting our communities makes us an employer of choice in the competitive life sciences industry in which we operate. Doing so also enhances our employee satisfaction and retention, maintains trust and good will with our valued customers and the numerous regulatory authorities that oversee our business, and benefits our stockholders by creating a growing and resilient company, built to last.

Diversity

Research has repeatedly demonstrated that companies with diverse workforces are more innovative and perform better over time. We promote diversity at every level within our organization. In 2021, we initiated the sponsorship of two Employee Resource Groups, the Black Brown & Latino ERG and Women Leaders of Lantheus ERG, to create a stronger sense of community and to provide professional development opportunities for diverse employees. In addition, we host “fireside chats” for our employees exploring the personal experiences of diverse leaders. The talks have included one celebrating Women’s History Month in 2021 featuring our director Julie McHugh discussing her career as a woman in the life sciences industry, and one celebrating Black History Month in 2022 featuring Dr. Ivy Taylor discussing her life experiences, including as the first female Mayor of San Antonio, Texas and the first female President of Rust College, a Historically Black College in Mississippi.

In addition to our Board, which is now in full compliance with Nasdaq’s Board Diversity Rule, we have a female CEO, over half of our Vice Presidents and above are women, and approximately 46% of our employees are women. We continue to strive to improve our diversity and inclusion beyond gender, and we require recruiters working with us to present diverse candidates. We continually focus on pay equity for all employees and regularly assess pay among similar roles and responsibilities throughout our organization and in comparison to our peer group.

Our procurement team continually explores entering into more commercial arrangements with minority-owned, female-owned and other diverse businesses and organizations (including those owned or operated by veterans and disabled veterans) that appropriately reflect the communities in which we operate and the customer base we serve.

Culture

We are committed to promoting a culture of ethics and compliance. Our Code of Conduct reflects our commitment to corporate integrity and the underlying business practices and principles of behavior that support this commitment. Each year our employees complete mandatory training that covers anti-bribery/anti-corruption rules, confidentiality obligations, cybersecurity, and insider trading prohibitions, as well as specialized training in healthcare industry marketing practices.

We have a formal Ethics and Compliance Committee chaired by our Vice President of Internal Audit and Compliance (who reports directly to the Chairman of our Audit Committee) and which includes our Chief Financial Officer, Chief Human Resources Officer and General Counsel. Our Ethics and Compliance Committee develops, implements and oversees our ethics and compliance programs.

We have an externally administered whistleblower hotline and website, which allows for anonymous reporting and the Ethics and Compliance Committee oversees and responds to as issues may arise.

Our Supplier Code of Conduct requires our suppliers to conduct their business in a legal, ethical and socially responsible manner and treat their employees with dignity and respect by, among other things: appropriately monitoring and addressing anti-bribery/anti-corruption rules, insider trading, confidentiality, diversity, discrimination (based on gender, race, disability, ethnicity, nationality, religion, sexual orientation, or gender identity or expression), child labor, forced labor, human trafficking, slavery and conflict minerals, and providing appropriate audit rights.

As part of the ongoing efforts to operate our business sustainably, we are expanding our internal training, professional development and employee engagement programs.

Community

We’ve had a long-standing relationship with Valley Collaborative, a local organization that provides employment and community-based support to individuals with disabilities. We support the Pheo Para Alliance, which is the longest-standing internationally recognized leader in advocacy for, and awareness of, pheochromocytoma and paraganglioma. We also support a number of other local organizations, including the Greater Boston Chamber of Commerce, Greater Lowell Chamber of Commerce and Somerset, and New Jersey County Business Partnership.

We have been the largest sponsor of United Way of Massachusetts Bay of Merrimack Valley in its Summer Experiences of Greater Lowell program, a relationship that has been in place for 26 years. We are also, are active participants in the American Heart Association Heart Walk and are a sponsor of the Boston Hospital Challenge.

We support the Prostate Cancer Foundation’s Young Investigator Awards program, which offers career and project support for young, proven investigators in postdoctoral fellowships or who have recently achieved junior faculty positions and are committing their lives to the field of diagnosing and treating prostate cancer.

We also support and encourage our employees to participate in local organizations where we operate, as well as in their communities. These organizations include Billerica Partners for Education, Life Sciences Cares, Massachusetts Business Roundtable, Middlesex 3 Coalition and MassMEDIC.

Board Meetings

In 2021, the Board held six meetings and acted by written consent in lieu of a meeting two times, the Audit Committee held four meetings, the Compensation Committee held five meetings, the Nominating and Corporate Governance Committee held six meetings, and the Science and Technology Committee held four meetings. The Finance and Strategy Committee was formed in December 2021 and did not hold any meetings in 2021. During 2021, 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. The non-employee directors of the Company meet in private 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 private executive sessions, and those private executive sessions must occur no less frequently than twice per year.

Director Attendance at Annual Meetings

We have no formal policy with respect to director attendance at our annual meetings of stockholders, however, we encourage all directors to attend. All of our current directors who were then serving as directors of the Company virtually attended the 2021 Annual Meeting of Stockholders.

Certain Relationships and Related Person Transactions

Related Person Transactions

This section describes certain relationships and related person transactions between us or our subsidiaries, on the one hand, and our directors, director nominees, executive officers, holders of more than 5% of our voting securities and certain related persons of any of the foregoing, on the other hand, since January 1, 2021.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by applicable law, including indemnification of expenses, such as attorneys’ fees, judgments, penalties, fines and settlement amounts, actually and reasonably incurred by the director or executive officer in any action or proceeding, including, without limitation, all liability arising out of negligence or active or passive wrongdoing by that officer or director, in any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer, in each case, subject to certain exceptions. At present, we are not aware of any pending or threatened litigation or proceeding involving any of our directors, executive officers, employees or agents in which indemnification would be required or permitted. We believe these indemnification agreements are customary and necessary to attract and retain qualified persons as directors and executive officers.

Policies for Approval of Related Person Transactions

We have a written policy relating to the approval of related person transactions pursuant to which the Audit Committee reviews and approves or ratifies all relationships and related person transactions between us and (i) our directors, director nominees and executive officers, (ii) any 5% record or beneficial owner of Shares or (iii) any immediate family member of any person specified in (i) or (ii) above. Management, under the oversight of the Audit Committee, is primarily responsible for the development and implementation of processes and controls to obtain information from our directors and executive officers with respect to related person transactions, and the Audit Committee is primarily responsible for determining, based on the facts and circumstances (which the potentially conflicted person must fully and affirmatively disclose), whether we have, or a related person has, a direct or indirect material interest in the transaction.

As set forth in our related person transaction policy, in the course of its review and approval or ratification of a related person transaction, the Audit Committee will consider:

Any member of the Audit Committee who is a related person with respect to a transaction under review will not be permitted to participate in the approval or ratification of the transaction. However, that member of the Audit Committee will provide all material information concerning the transaction to the Audit Committee.

Proposal 1: Election of directors

Our Board is currently comprised of nine directors, divided into three classes, designated as Class I, Class II and Class III. Each year, a different class of directors is elected at our annual meeting of stockholders. Each elected director holds office for a three-year term or until her or his successor is duly elected and qualified or until her or his earlier death, resignation, retirement, disqualification or removal.

This year, our Class I directors—Ms. Mary Anne Heino, Dr. Gérard Ber and Mr. Samuel Leno — will stand for election for a new three-year term. If elected, each of the nominees will hold office until our 2025 Annual Meeting of Stockholders and a successor is duly elected and qualified or until her or his earlier death, resignation, disqualification or removal.

The persons named as proxies will vote to elect each of the three Board nominees, unless a stockholder indicates that her or his 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 the heading “Director Nominee Biographies” and the criteria and diversity policy described under the heading “Board Diversity and Tenure.”

Vote Required

Under Delaware law and our 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 I directors, subject to our majority voting policy described under the heading “Majority Voting Policy.” This means that the three nominees receiving the largest number of “FOR” votes will be elected as Class I 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” her or his election or re-election in excess of 50% of the number of votes used for purposes of establishing the presence of a quorum (a “Majority Vote”), that director will tender her or his 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

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:

Board Diversity and Tenure

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 gender, race, ethnicity, culture, thought, geography, education and competencies, with the goal of having a Board that, 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 evaluations and self-assessments described above, in making its nomination recommendations.

The following chart summarizes certain self-identified personal characteristics of our directors, in accordance with Nasdaq Listing Rule 5605(f). Each term used in the table has the meaning given to it in the rule and related instructions.

Directors who are Military Veterans: 2

Qualifications and Experience of Directors

Each year, our Board and each of its committees conduct self-evaluations of their performance and effectiveness. The Nominating and Corporate Governance Committee recommends to the Board the methodology for those self-evaluations and oversees their administration. Each member of the Board completes a comprehensive questionnaire to assess that member’s own performance and effectiveness and skills and the performance and effectiveness 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.

Director Nomination Process; Process for Stockholders to Recommend Director Nominees

Each year, the Nominating and Corporate Governance Committee recommends, and the Board proposes, a slate of director nominees proposed for election at the annual meeting of stockholders. Stockholders may also nominate directors.

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 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 Bylaws and other information reasonably requested by the Company within the timeframe described in our Bylaws under the heading “Additional Information—Procedures for Submitting Stockholder Proposals.”

Communication with the Board of Directors

Any stockholder or other interested party 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, as applicable. 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.

Director Nominee Biographies

Set forth below are the biographies for the Class I director nominees and each person whose term of office as a director will continue after the Annual Meeting.

Class I Directors for Election to a Three-Year Term Expiring at the 2025 Annual Meeting of Stockholders

Class II Directors Continuing in Office until the 2023 Annual Meeting of Stockholders

Class III Directors Continuing in Office until the 2024 Annual Meeting of Stockholders

Director compensation

The Compensation Committee engages Pearl Meyer to review the Company’s non-employee director compensation program approximately every other year, with the most recent review occurring at the beginning of 2021. 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 in the annual fee and annual equity grants for the Board and certain committees as reflected in the table below.

Consistent with this benchmarking exercise, the Board adopted the following plan for annual compensation applicable to each of our non-employee directors. The annual compensation is a combination of cash (paid quarterly in advance and prorated for partial periods of service) for services as a director and, as applicable, a Board committee member, together with equity. In 2021, we changed the timing of our annual grant of equity to our non-employee directors to align with the timing of our Annual Meeting and the term of service of each non-employee director.

Elements of Director Compensation

Each independent director receives annual compensation in the form of an annual cash retainer and an annual equity retainer as noted below:

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

The following table shows the compensation paid to the individuals who served as our non-employee directors in 2021:

Director Compensation

All non-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 a non-employee director achieves her or his required ownership level, she or he is required to retain 50% of all after-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 restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance-based vesting (“PSAs”) and performance-based restricted stock units (“PSUs”) granted in or after 2019. Our non-employee directors are required to 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, 2021, each of our directors had either already achieved the requirements under the Guidelines or was within the five-year period to comply.

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

Beneficial ownership

Beneficial Ownership of Directors and Executive Officers

The following table sets forth information regarding the beneficial ownership of our common stock held by (i) each of our directors, (ii) each of our named executive officers, (iii) our directors and executive officers as a group and (iv) each person known to us to beneficially own more than 5% of our common stock. For our directors and officers, except as otherwise indicated in the footnotes below, the information is as of the record date, March 1, 2022. For other stockholders who own more than 5% of our common stock, the information is as of the most recent Schedule 13G filed by each of those stockholders with the SEC.

Beneficial ownership of Shares is determined under rules of the SEC and generally includes any Shares over which a person exercises sole or shared voting or investment power. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all Shares shown as beneficially owned by them.

Percentage of beneficial ownership is calculated in part based on 68,115,114 Shares outstanding as of March 1, 2022. Shares subject to RSAs or RSUs that are currently vested or that will vest within 60 days of March 1, 2022, and stock options currently exercisable or exercisable within 60 days of the date of this proxy statement, are deemed to be outstanding and beneficially owned by the person holding those RSAs, RSUs and options for the purposes of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person.

Unless otherwise indicated, the address for each holder listed below is c/o Lantheus Holdings, Inc., 331 Treble Cove Road, North Billerica, MA 01862.

Proposal 2: Advisory vote to approve 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 and Board of Directors’ Recommendation

Although the “say-on-pay” vote we are asking you to cast is non-binding, the Compensation Committee and the Board value the views of our stockholders and will consider the outcome of the vote when determining future compensation arrangements for our 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 broker non-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. Accordingly, it is expected that the next “say-on-pay” vote will occur at the 2023 Annual Meeting of Stockholders.

Executive compensation

Compensation Discussion and Analysis

Fiscal 2021 Overview

The Compensation Discussion and Analysis section of this proxy statement describes the compensation awarded to and earned by our named executive officers (“NEOs”) for 2021 and provides our stockholders with an explanation of our executive compensation program, the decisions made by our Compensation Committee during 2021 relating to that program and other relevant information.

Our NEOs for the year ended December 31, 2021 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

We are an established leader and fully integrated provider of innovative imaging diagnostics, targeted therapeutics, and artificial intelligence solutions to Find, Fight and Follow serious medical conditions. We classify our products in three categories: precision diagnostics, radiopharmaceutical oncology, and strategic partnerships and other revenue.

2021 was an exciting and productive year for our Company. Despite COVID-related and other challenges over the course of 2021, we were able to achieve a number of important financial and strategic objectives, including, but not limited, to the following:

Key Compensation Decisions and Actions

The following is a summary of key decisions and actions regarding executive compensation in 2021 and early 2022. These decisions were guided by our business needs, compensation philosophy, performance, and governance framework.

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 being a fully integrated provider of innovative imaging diagnostics, targeted therapeutics, and artificial intelligence solutions to Find, Fight and Follow serious medical conditions. Specifically, the Compensation Committee believes the most effective executive compensation program for all executives, including NEOs:

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 a pay for performance culture. Further, the Compensation Committee is committed to a program that contains a strong link between achieving our financial and strategic objectives 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 NEOs. 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.

Compensation Program

Our executive compensation program is designed to achieve several important objectives, which we articulate in our compensation philosophy above. We accomplish these objectives through different elements of compensation, each with its own purpose, operation, and timing. Although the Compensation Committee has established a cadence for setting and re-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 of when each element is adjusted or awards are granted, as applicable.

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 her or his required ownership level, she or he is required to retain 50% of all after-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 on 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, 2021, each of our NEOs either already achieved the requirements under the Guidelines or was within the five-year period to comply.

To those ends, the Company prohibits Company Insiders from:

The Company grants no exceptions to these policies and reserves the right to impose sanctions on any Company Insiders 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

Throughout 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 nearly all 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.

Our Compensation Committee typically reviews and discusses management’s proposed compensation with our CEO for all executive officers other than our 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.

Market Benchmarking

Our Compensation Committee utilizes a compensation peer group (which is reviewed and updated at least annually) and other current market data (which is updated more regularly) in making compensation decisions. This information provides context for the Compensation Committee in setting target compensation levels going forward.

As part of its annual review of our compensation peer group for 2021, our Compensation Committee determined it was appropriate to reconfigure our peer group to remove more traditional healthcare equipment companies and focus more on growth-oriented diagnostic and pipeline development companies with multiple similar businesses, to

better reflect our evolving business and the markets for talent in which we compete. In July 2021, our Compensation Committee, at the recommendation of Pearl Meyer, screened for a new peer group to use in assessing target 2021 compensation based on the following screening criteria:

Based on the screening criteria and other factors previously mentioned, Pearl Meyer recommended, and the Compensation Committee approved, a new peer group of twenty companies, ten of which are new for 2021. The review resulted in the removal of eight peers from our former peer group: Accuray Incorporated, AngioDynamics, Inc., CryoLife, Inc., Natus Medical Incorporated, and Orthofix Medical Inc. due to industry (Healthcare Equipment); AMAG Pharmaceuticals, Inc. due to acquisition; Emergent BioSolutions, Inc. due to revenue above our desired range; and Repligen Corporation due to enterprise value above our desired range. Our updated peer group is listed below:

The companies included in this 20 company peer group were determined to be reasonably sized relative to Lantheus based on the following statistics*: