Lantheus (LNTH) DEF 14ADefinitive proxy

Dear Stockholder

We cordially invite you to attend Lantheus Holdings, Inc.’s 2023 Annual Meeting of Stockholders, to be held on Thursday, April 27, 2023 at 10:30 a.m. (Eastern Time) in the Wellesley Room at the Hilton Boston Logan Airport Hotel, One Hotel Drive, Boston, MA 02128, United States. The meeting will also be hosted in virtual format via the Internet. You will be able to attend the meeting virtually and vote and submit questions by visiting and registering at www.proxydocs.com/LNTH.

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

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

Sincerely,

Brian Markison

Chairperson of the Board of Directors

A Message from Our CEO

March 17, 2023

Dear Stockholder,

Last year, I committed to sharing insights into the state of our business and I am pleased to report that 2022 was a stellar year for Lantheus! We executed on our strategy and delivered outstanding results while investing in our people, pipeline, processes and systems to ensure we continue to deliver sustainable stockholder value.

Executing on Our Strategy

In 2022, we remained focused on advancing our Purpose to Find, Fight and Follow disease to deliver better patient outcomes. We solidified PSMA PET with PYLARIFY as the imaging agent of choice with physicians treating U.S. prostate cancer patients. This is a testament to the significant unmet medical need in the U.S. prostate cancer community, the innovation that PSMA PET with PYLARIFY brings to this community and the operational excellence that has been a hallmark of Lantheus for decades. We also continued to grow DEFINITY in its twenty-second year on the market and it remains the clear number one ultrasound enhancing agent. We received FDA approval of our Supplemental New Drug Application for our Massachusetts-based manufacturing facility and are now producing DEFINTY manufactured at our on-campus facility.

Creating Value for Our Stockholders

We delivered remarkable financial results, recording revenues up nearly 120% over the prior year, dramatically increasing adjusted earnings per share and growing free cash flows to over five times that of 2021. In October, this value creation resulted in Lantheus being upgraded from the S&P SmallCap 600 to the S&P MidCap 400 index.

Our record revenue was due to strong growth of both PYLARIFY and DEFINITY. PYLARIFY generated net sales of $527.4 million for the full year 2022, growing more than ten times that of 2021 and DEFINITY generated $245.0 million of net sales, an increase of 5.3%.

Growing and Diversifying Our Portfolio

In 2022, we in-licensed two late-stage radiopharmaceutical therapeutic product candidates, PNT2002 and PNT2003, from POINT Biopharma. We believe these key additions to our radiopharmaceutical portfolio will drive future growth. PNT2002 is a PSMA-targeted lutetium-based radioligand therapy for metastatic prostate cancer that expands our prostate cancer franchise, which is currently anchored by PYLARIFY. PNT2003 is a somatostatin-receptor targeted radioligand therapy with no-carrier added lutetium for gastroenteropancreatic neuroendocrine tumors. Both late-stage product candidates, if approved, will address therapeutic areas in markets with significant unmet need where Lantheus has an existing presence.

The acquisition of MK-6240, an F 18-labeled PET imaging agent that targets Tau tangles in Alzheimer’s disease, leverages our expertise and expands our pharma services offerings into neurodegenerative disease. Our goal is to progress MK-6240 for further use in global clinical trials and adoption of this agent as the preferred biomarker for evaluating and monitoring the progression of Alzheimer’s disease.

Operating our Business Responsibly

Our commitment to corporate responsibility is rooted in the belief that we should lead with purpose guided by our core values especially as it pertains to our patients, our people and our planet.

We are proud that our product portfolio impacted over 6 million patients in 2022. This accomplishment reinforces one of our core values which is to know someone’s health is in our hands. We have also made strides to ensure our medicines benefit all relevant patient populations, including those that historically have been underrepresented in healthcare. We began work on a patient registry to understand the real-world benefits of PYLARIFY, with a focus on enrolling a diverse set of patients, particularly African American men, who have been shown to have a higher incidence of prostate cancer and are twice as likely to die from the disease than other patient groups. In addition, we partnered with national prostate cancer advocacy groups and academic centers on several initiatives to address these disparities. Together, we can increase health literacy with accessible and understandable information, empowering patients to undertake shared decisions-making with their health care professionals and ultimately leading to better outcomes.

Our results and sustainable differentiation always come back to our dedicated employees, who have grown in number to nearly 700. We have sought to attract, develop and retain our talented workforce with some key initiatives, such as: developing a robust onboarding program, reinforcing our culture and launching development programs for our emerging talent. In addition, we opened a new corporate office in Bedford, Massachusetts, designed to foster a collaborative environment for both remote and onsite teams.

Lastly, our Employee Resource Groups continue to be a strategic enabler of our diversity, equity, inclusion and belonging (DEI&B) strategy. These voluntary, employee-led groups are open to all employees and focus on creating a stronger sense of community and improving diversity.

Driving Sustainable Stockholder Value

Our extensive radioisotope supply chain and distribution experience, established commercial infrastructure, and longstanding relationships with healthcare professionals is why we are uniquely positioned to take advantage of the renaissance in radiopharmaceuticals. This depth of experience combined with our prudent and purposeful approach to investments, will enable Lantheus to maintain our market leadership position.

In 2023, we look forward to making PSMA PET with PYLARIFY the standard of care for Prostate Cancer, continuing to grow DEFINITY as the number one ultrasound enhancing imaging agent and developing our expanded pipeline. This focus will deliver value to our patients, the healthcare professionals we serve and our stockholders.

To the Lantheus Board of Directors, our employees, and stockholders, I want to express my gratitude for your continued confidence in Lantheus and dedication to our Purpose. Thank you for inspiring us to live our values, guided by a desire to help others be their best, to unify as one Lantheus while celebrating our differences, and always knowing someone’s health is in our hands. We are proud of last year’s successes, but never complacent. We remain focused on continuing this success in 2023.

Sincerely,

Mary Anne Heino

President and Chief Executive Officer

Notice of Annual Meeting of Stockholders

				Items of Business   1.  The election of three Class II directors to our Board of Directors.   2.  The approval, on an advisory basis, of the compensation paid to our named executive officers (commonly referred to as “say-on-pay”).   3.  The approval of the Lantheus Holdings, Inc. 2023 Employee Stock Purchase Plan.   4.  The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
Your Vote is Important   Make sure your shares of Common Stock are represented. If you hold your shares in your own name as a holder of record with our transfer agent, Computershare, you may authorize that your shares be voted at the Annual Meeting in one of the following ways:   **If you hold your shares through a bank, broker or other nominee, please refer to instructions provided by your bank, broker or other nominee on how to submit your vote.				At the meeting, we will also transact any other business as may properly come before the meeting or any adjournment or postponement thereof.   The Board of Directors recommends that you vote:   •  “FOR” each director nominee included in Proposal 1 •  “FOR” each of Proposals 2, 3 and 4   The full text of these proposals is set forth in the accompanying Proxy Statement. Registered stockholders of the Company as of the close of business on the record date are eligible to vote at the meeting.   We recommend that you review the further information on the process for, and deadlines applicable to, voting, attending the Annual Meeting and appointing a proxy under the heading “Questions and Answers about the Annual Meeting” on page 77 of the proxy statement.   By order of the Board of Directors,     Daniel M. Niedzwiecki Senior Vice President, General Counsel and Corporate Secretary   March 17, 2023
Internet   Go To www.proxypush.com/LNTH   •  Cast your vote online •  Have your Proxy Card ready •  Follow the simple instructions to record your vote
Telephone   Call 1-866-240-5317   •  Use any touch-tone telephone •  Have your Proxy Card ready •  Follow the simple recorded instructions
Mail   •  Mark, sign and date your proxy card •  Fold and return your Proxy Card in the postage-paid envelope provided
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The mailing of the Notice of Internet Availability of Proxy Materials to our stockholders is scheduled to begin on or about March 17, 2023.

Table of Contents

Matters To Be Voted Upon

The following table summarizes the proposals to be voted upon at the 2023 Annual Meeting of Stockholders of Lantheus Holdings, Inc. (“Lantheus” or the “Company”, “we” or “our”) to be held on April 27, 2023 (the “Annual Meeting”) and our Board of Directors’ (our “Board” or our “Board of Directors”) voting recommendations with respect to each proposal.

Who We Are

We are committed to improving patient outcomes through diagnostics, radiotherapeutics and artificial intelligence solutions that enable clinicians to Find, Fight and Follow disease. We classify our products in three categories: Radiopharmaceutical Oncology, Precision Diagnostics, and Strategic Partnerships and Other revenue.

The mailing address of our principal executive offices is Lantheus Holdings, Inc., 201 Burlington Road, South Building, Bedford, MA 01730.

We own or have the rights to various trademarks, service marks and trade names, including, among others, the following: PYLARIFY^®, DEFINITY^®, AZEDRA^®, and Find. Fight. Follow.^TM 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 in the Corporate Governance section of our Investor Relations website at https://investor.lantheus.com. These principles, charters and codes, together with our Amended and Restated 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, our Board amended and restated our Bylaws in 2022 to implement majority voting in uncontested elections of directors among other things. 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 2022, our Board amended and restated our Bylaws to implement majority voting in uncontested elections of directors among other things. In 2021, our Board amended and restated our Bylaws to implement a proxy access rights for our stockholders. In previous years, we amended and restated 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. 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 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 https://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 https://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 our Board committees conduct formal Board and Board committee evaluations and self-assessments to assess their performance and effectiveness. The Nominating and Corporate Governance Committee recommends to the Board the methodology for those evaluations and oversees their administration. A standard feature of this process includes each member of the Board completing a comprehensive questionnaire to assess that member’s own performance and functional experience 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 Nominating and Corporate Governance Committee and discussed with the full Board.

As a result of the evaluation and self-assessment process conducted at the end of 2021, in 2022 the Board, among other things: recruited a diverse director with a Board-identified need for Food and Drug Administration (“FDA”) and regulatory compliance experience to the Board, increased its focus on CEO and executive team succession planning, improved the way in which it conducted its meetings, and reconstituted the Finance and Strategy Committee.

As part of the annual process conducted at the end of 2022, the Nominating and Corporate Governance Committee revamped the Board and committee evaluation and self-assessment process, utilizing questionnaires that targeted a more focused set of topics, including Board composition and expertise as a whole, allocation of risk oversight responsibilities across Board committees, conduct and engagement at meetings, and a more nuanced self-evaluation of individual director functional experience. The chair of our Nominating and Corporate Governance Committee also conducted an interview with each director, exploring in more depth areas such as: Board dynamics and culture, committee and governance structure, and additional ways to conduct meetings effectively, solicit Board and committee feedback and facilitate well-informed decision-making. The results of this process were then discussed in depth with the Nominating and Corporate Governance Committee and the full Board, and recommended actions will be taken in 2023 to enhance the Board’s overall performance and effectiveness.

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 https://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 2022.

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 cybersecurity, data privacy and physical security. 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 corporate sustainability, including ESG, initiatives. The Finance and Strategy Committee is responsible for oversight of the Company’s capital structure, capital markets 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 continually invests 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. Cybersecurity and data privacy are regular topics on the Audit Committee’s agenda and are reviewed by the full Board at least annually.

Operating Our Business Sustainably and Responsibly

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

Our Values are to:

To operate our business sustainably, we must evaluate and potentially modify aspects of our business, from the people that we hire, to the assets that we own and operate, to the processes 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 support of this commitment, we have a cross-functional Sustainability Committee supported by key members of our management team. The Sustainability Committee helps guide corporate decision making from a corporate sustainability perspective in alignment with our Board-approved strategic plan and annual business plan, and provides general oversight of our ESG programs.

We continue to refresh our Board Committee charters, Corporate Governance Principles and Guidelines and Company policies and actions to address corporate sustainability, and we have added as agenda items for meetings of our full Board the topics of our sustainability initiatives, including those around ESG matters, cybersecurity, culture and stockholder activism.

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:

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 2022, we continued to focus on site improvement projects to reduce waste, energy consumption and greenhouse gas emissions. We maintain use of the Environmental Protection Agency (“EPA”) Energy Star Portfolio Manager^® to aggregate energy and water consumption together with greenhouse gas emissions. During 2022, we expanded our use of this tool beyond our North Billerica, Massachusetts facility to cover our Somerset, New Jersey manufacturing and office site operations to track expenditures, consumption, and emissions. We intend to further extend the use of this tool in 2023 to include data from our new Bedford, Massachusetts executive offices.

Below are charts showing, for the years 2019 through 2022 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 and scope of our data collection, the impact of the COVID-19 pandemic on our business, including reduced site occupancy and changes in manufacturing activities, and the construction and testing of our new in-house facility to manufacture DEFINITY.

Water Use Notes – North Billerica Operations:

Water Use – Somerset Operations:

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 3,650 metric tons of CO2e emissions in 2022, reducing indirect CO2e emissions for the site by greater than 99%.

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 the impact of our business on the safety of our employees, customers, patients and neighbors.

We maintain a staff of sixteen 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 2022, we had no significant adverse findings on inspections/audits and no recalls, and we have a strong historic record of regulatory compliance.

In 2022, we transitioned our Pandemic Response Team, initially established in connection with the COVID-19 pandemic, to a Return to Office Team that planned the safe return of our non-critical workforce back to our offices, including new executive offices that we opened in Bedford, Massachusetts. We continue to maintain certain COVID-19 policies to ensure a safe work environment and maintain compliance with the applicable regulatory agencies.

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 goodwill with our valued customers and the numerous regulatory authorities that oversee our business, and benefits our stockholders by creating a growing and resilient company.

Diversity

We embrace diversity and inclusion as a core component of our culture and we actively promote these ideals at every level within our organization. Prior to 2022, we initiated the sponsorship of two Employee Resource Groups (“ERGs”), the Lantheus Diversity Connection 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,” “lunch and learn” presentations and other opportunities for our employees to engage with diverse leaders. For example, at our most recent National Meeting, the keynote speaker was Dr. Sharron D. Credle, an expert in workplace diversity, equity, inclusion and belonging and human resource management, who addressed the importance of “Conscious Conversations & Connections.” Other talks have featured our director Julie McHugh discussing her career as a woman in the life sciences industry, 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, and Lantheus women leaders focusing on work-life balance and how they progressed in their careers.

In addition to our Board, which is in full compliance with Nasdaq Listing Rule 5605(f) (the “Board Diversity Rule”), we have a female CEO, over half of our Vice Presidents and above are women, and approximately 50% 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 Chairperson of our Audit Committee) and which includes our Chief Financial Officer, Chief Operating 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 expanded our internal training, professional development and employee engagement programs. Importantly, during 2022, we rolled out professionally-led, interactive training programs designed to help foster a culture of respect.

Community

We understand the importance of giving back to the community. Our purpose to Find, Fight and Follow disease to deliver better patient outcomes and our core Value to Help People Be Their Best are our guiding forces, and we are committed to making the world a better place.

From volunteer outreach to local chambers of commerce, we play an active role in our communities to foster collaboration and growth. We view these relationships as vital to our commitment to always go further to make a difference.

As a corporation, we support several charity initiatives, including our two largest: the American Heart Association’s Boston Heart Walk and our annual golf tournament, which in 2022 benefited the Prostate Cancer Foundation. We also support the Pheo Para Alliance, which is the longest-standing internationally recognized leader in advocacy for, and awareness of, pheochromocytoma and paraganglioma, as well as a number of other local organizations, including the Greater Boston Chamber of Commerce, Greater Lowell Chamber of Commerce and Somerset County Business Partnership.

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 2022, the Board held ten meetings and acted by written consent in lieu of a meeting five times; the Audit Committee held four meetings; the Compensation Committee held five meetings and acted by written consent in lieu of a meeting three times; the Nominating and Corporate Governance Committee held five meetings and acted by written consent in lieu of a meeting two times; the Finance and Strategy Committee held six meetings; and the Science and Technology Committee held five meetings. During 2022, 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 attended the 2022 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, 2022.

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 II directors—Ms. Minnie Baylor-Henry, Mr. Heinz Mäusli and Ms. Julie McHugh — will stand for election for a new three-year term. If elected, each of the nominees will hold office until our 2026 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 in accordance with the instructions indicated in such proxies.

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 majority of the votes cast at the meeting is required for the election of Class II directors, as described under the heading “Majority Voting for Uncontested Elections of Directors.”

Majority Voting for Uncontested Elections of Directors

Our Bylaws provide for majority voting in an uncontested election; a nominee for our Board will be elected if a majority of the votes cast are in favor of such nominee’s election (meaning that the number of votes cast “for” a nominee exceeds the number of votes cast “against” a nominee). In a contested election, directors will be elected by a plurality of the votes of the shares represented in person or by proxy at any meeting of stockholders held to elect directors and entitled to vote on such election of directors. In the event that a director nominee fails to receive an affirmative majority of the votes cast in an uncontested election, the nominee will not be elected and our Board, within its powers, may take any appropriate action, including decreasing the number of directors or filling a vacancy.

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 https://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. Our Board is in full compliance with Nasdaq’s Board Diversity Rule, and women now constitute one third of our Board.

Qualifications and Experience of Directors

As discussed above, each year, our Board and each of its committees conduct self-evaluations of their performance and effectiveness, which includes an assessment of how well the Board’s collective experience and skillsets match the needs of the Company’s business in the then-current business environment.

As part of the revamped Board self-evaluation process conducted at the end of 2022, each director was asked to identify and in narrative form justify the extent to which she or he possessed functional experience critical to the composition and effectiveness of the Board. For purposes of that survey, to ensure each director was working with a common, objective understanding, the directors were guided by the following definitions:

For these purposes, serving as a chief executive, financial or operating officer (to whom functional leadership within a given competency reported) may not automatically mean that the director, individually, has “meaningful experience” in a particular functional area.

The table below summarizes the subject matter expertise and meaningful experience represented on our Board in the functional areas critical to Board effectiveness.

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 and 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 Nominating and Corporate Governance Committee at Lantheus Holdings, Inc., 201 Burlington Road, South Building, Bedford, MA 01730, Attention: Corporate Secretary. Those recommendations will be forwarded to the chair of the Nominating and Corporate Governance Committee. 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., 201 Burlington Road, South Building, Bedford, MA 01730, 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 II director nominees and each person whose term of office as a director will continue after the Annual Meeting.

Class II Directors for Election to a Three-Year Term Expiring at the 2026 Annual Meeting of Stockholders

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

Gary J. Pruden is a Director, Chairperson of the Compensation Committee and a member of the Audit and Finance and Strategy Committees, 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 Chairperson, Medical Devices. Prior to that, he held roles of increasing responsibility within J&J, serving as Worldwide Chairperson in the Medical Devices division from 2015 to 2016, as Worldwide Chairperson of Global Surgery Group from 2012 to 2015, as Company Group Chairperson 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 Chairperson 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, Compensation Committee, and Nominating and Corporate Governance Committee of Motus GI Holdings, Inc., on the Board of Directors for Ossio Inc., on the Board of Directors of Avisi Technologies Inc. and on the Board of Directors and as a member of the Compensation Committee for Olympus Corporation. 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.

Dr. James H. Thrall is a Director, the Chairperson of the Science and Technology Committee 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 Chairperson of the Department of Radiology at the Massachusetts General Hospital from 1988 until 2013. Previously, Dr. Thrall served as Chairperson 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 Chairperson 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.

Class I Directors Continuing in Office until the 2025 Annual Meeting of Stockholders

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 more than 25 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 WorldWide 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’s 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.

Dr. Gérard Ber is a Director and a member of the Compensation and Science and Technology Committees, serving on the Board since June 2020. Dr. Ber is also a member of the Board of Y-mAbs Therapeutics, Inc and Evergreen Theragnostics. He served on the Board of Directors of Progenics from November 2019 until its acquisition by the Company. Dr. Ber was also the Co-Founder and former Chief Operating Officer of Advanced Accelerator Applications S.A. from 2002 until its acquisition by Novartis AG in January 2018. He brings over 30 years of experience in molecular nuclear medicine, specifically including product development, production and commercialization of diagnostics and therapeutic products for several indications in various diseases. Dr. Ber received his Doctorat from the Université of Pharmacy of Grenoble France.

Director compensation

As part of its commitment to strong governance, an independent compensation consultant is engaged to review, analyze and make recommendations regarding the Company’s non-employee director compensation program. The review covers the levels of cash and equity compensation that are provided to non-employee directors, as well as the overall design and structure of the program, against the same peer group of public companies used for executive compensation benchmarking purposes. The independent compensation consultant makes recommendations to the Nominating and Corporate Governance Committee, which (in consultation with the Compensation Committee) recommends to the full Board for approval, any changes to the non-employee director compensation program.

After reviewing the results of a compensation study prepared by Pearl Meyer, the Compensation Committee’s independent compensation consultant for 2022, the Nominating and Corporate Governance Committee (in consultation with the Compensation Committee) recommended, and the Board approved, increases in the annual fees and annual equity grants for the Board and certain committees for the April 2022 to April 2023 director term, including an increase to the annual fee for the Chairs of the Finance and Strategy and Science and Technology Committees to match the fee for the Chair of the Nominating and Corporate Governance Committee, 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. 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 actual compensation paid to the individuals who served as our non-employee directors in 2022:

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 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, 2022, 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 6, 2023. 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 68,203,073 Shares outstanding as of March 6, 2023. Shares underlying RSAs or RSUs that are currently vested or that will vest within 60 days of March 6, 2023, 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., 201 Burlington Road, South Building, Bedford, MA 01730.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”), requires our executive officers, directors, and “beneficial owners” of more than 10% of our common stock to file stock ownership reports and reports of changes in ownership with the SEC. Based on a review of those reports and written representations from the reporting persons, we believe that during fiscal 2022, all transactions were reported on a timely basis except for: a Form 4 by Vivian Ying Yao reporting an acquisition of common stock on January 18, 2022 was not filed on a timely basis due to administrative error and was subsequently disclosed in a Form 4 filed on March 7, 2022 and Forms 4 filed on March 10, 2022 on a timely basis for Messrs. Markison, Ber, Leno, Mäusli and Pruden, Mses. Baylor-Henry and Ms. McHugh and Dr. Thrall reporting grants of options, for each respectively, inadvertently reported an inaccurate number of options due to administrative error and were subsequently corrected in Forms 4/A filed on May 12, 2022.

Proposal 2: Advisory vote to approve executive compensation

We are seeking your advisory vote as required by Section 14A of the Exchange Act, to approve 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 strongly 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 objectives, 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 strongly 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, we expect that the next “say-on-pay” vote will occur at the 2024 Annual Meeting of Stockholders.

Executive compensation

Compensation Discussion and Analysis

Fiscal 2022 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 2022 and provides our stockholders with an explanation of our executive compensation program, the decisions made by our Compensation Committee during 2022 relating to that program and other relevant information.

Our NEOs for the year ended December 31, 2022 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

With more than 65 years of experience in delivering life-changing science, we are committed to improving patient outcomes through diagnostics, radiotherapeutics and artificial intelligence solutions that enable clinicians to Find, Fight and Follow disease. We classify our products in three categories: Radiopharmaceutical Oncology, Precision Diagnostics, and Strategic Partnerships and Other Revenue.

2022 was a banner year for our Company, highlighted by, but not limited to, the following:

Key Compensation Decisions and Actions

The following is a summary of the Compensation Committee’s key decisions and actions regarding executive compensation in 2022 and early 2023. 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 provider of innovative imaging diagnostics, radiotherapeutics, and artificial intelligence solutions designed to enable clinicians to Find, Fight and Follow disease to deliver better patient outcomes. 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 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, 2022, 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 does not grant 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 monitors, 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 regularly) in making compensation decisions. This information provides context for the Compensation Committee in setting target compensation levels going forward.

The Compensation Committee reviews our compensation peer group as part of its annual governance process. In 2021, following our acquisition of Progenics, the Compensation Committee approved a reconfigured peer group that

removed more traditional healthcare equipment companies and focused more on growth-oriented diagnostic and pipeline development companies. In July 2022, due to our significant growth, the Compensation Committee determined that it was appropriate to reconfigure our peer group again, constructing a more market capitalization and enterprise value size-appropriate peer group that was reflective of our business evolution and the evolving market for talent in which we compete. At the recommendation of Pearl Meyer, the Compensation Committee screened for a new peer group to use in assessing target 2022 compensation based on the following criteria:

Based on the screening criteria and other factors previously mentioned, Pearl Meyer recommended, and the Compensation Committee approved, a new peer group of eighteen companies, thirteen of which are new for 2022. The review resulted in the removal of fifteen peers from our former peer group: Adaptive Biotechnologies Corporation, Atrion Corporation, Clovis Oncology, Inc., Eagle Pharmaceuticals, Inc., Ligand Pharmaceuticals Incorporated, Meridian Bioscience, Inc., Myriad Genetics, Inc., NanoString Technologies, Inc., Nektar Therapeutics, NeoGenomics, Inc., OraSure Technologies, Inc., Supernus Pharmaceuticals, Inc., Vanda Pharmaceuticals Inc., and Veracyte, Inc. due to size; and Luminex Corporation due to acquisition. Our updated peer group is listed below:

The companies included in this 18-company peer group were determined to be reasonably sized relative to Lantheus based on the following statistics*:

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 incentives, 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 publicly available compensation information of our 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 considers the factors described under the heading “Compensation Philosophy” above in making compensation decisions for individual executive officers.

Advisory “Say-on-Pay” Vote

At our 2022 Annual Meeting of Stockholders, approximately 99% of the Shares voted on our annual “say-on-pay” proposal were cast in favor of the compensation of our NEOs as disclosed in our 2022 proxy statement. The Compensation Committee considered the results of the 2022 stockholder advisory vote on executive compensation when determining the Company’s 2023 executive compensation, and will continue to consider the results of stockholder advisory votes on executive compensation when making future decisions relating to our executive compensation programs and compensation for executive officers.

The following section describes the material compensation actions and decisions relating to executive compensation that took place in 2022 and early 2023.

Base Salaries

The Compensation Committee met in February 2022 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 2021 to help determine 2022 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, generally effective as of April 1, 2022.

2022 Executive Bonus Plan

General Design

At the beginning of 2022, the Compensation Committee established the design parameters for the 2022 Executive Bonus Plan in which all of our executive officers, including our NEOs, participate. The 2022 Executive Bonus Plan is intended to motivate and reward our executives for achievements relative to our corporate and individual objectives and expectations for 2022. The 2022 Executive Bonus Plan consists of the following components:

Payouts under the 2022 Executive Bonus Plan are calculated as follows:

The “Corporate Performance Factor” is comprised of a financial component (weighted 70%) and a strategic component (weighted 30%). The financial component consists of two metrics (Net Revenue and Bonus EPS), and payouts are independently determined for each metric using linear interpolation based on actual performance against predetermined threshold, target, and maximum performance; payout for a specific metric may be $0 if performance falls below threshold performance. The strategic component consists of three objectives and payouts are determined by the Compensation Committee based on actual achievement. Performance levels for financial metrics are aligned with our Board-approved budget, and strategic objectives are aligned with our Board-approved strategic plan. The Compensation Committee approves all objectives at the beginning of the fiscal year. The Corporate Performance Factor is further described under the heading “Corporate Performance Factor and Actual Achievement.”

The “Individual Performance Factor” used in determining payouts for any individual executive under the 2022 Executive Bonus Plan is the percentage reflective of that individual’s performance and achievements during 2022, as determined by the Compensation Committee, as described under the heading “Individual Performance Assessment and Actual Achievement.”

Each of the Corporate Performance Factor and Individual Performance Factor has an achievement range of 0% to 150%. No individual can receive a payout of more than 225% of her or his target bonus. An individual may earn a 0% payout if the Compensation Committee determines our Corporate Performance Factor to be 0% or determines an Individual Performance Factor to be 0%.

Target Bonus Opportunities

Each NEO has a target bonus opportunity that is expressed as a percentage of her or his annual base salary. At the beginning of 2022, our Compensation Committee set the following target bonus opportunities for each NEO:

Corporate Performance Factor and Actual Achievement

Financial Component

The Compensation Committee selected two corporate performance metrics and target levels for 2022 to align our 2022 Executive Bonus Plan with our external financial guidance and internal Board-approved budget for fiscal year 2022. It is our Compensation Committee’s belief that:

The original internal Board-approved budget for fiscal year 2022 was approved in December 2021, and the Compensation Committee approved corresponding threshold, target, and maximum performance levels for Net Revenue and Bonus EPS in February 2022 keyed off of that original 2022 budget. However, as it became apparent in early 2022 that PYLARIFY sales (and hence Net Revenues and Bonus EPS under the 2022 Executive Bonus Plan) were vastly exceeding the expectations in that original 2022 budget, the Board determined that we needed to update our external financial guidance and our internal budget for 2022. Consequently, in April 2022, the Compensation Committee increased the Net Revenue and Bonus EPS threshold, target and maximum performance levels to align with the updated 2022 budget as a way to ensure fairness to stockholders, avoid windfall payouts and incent the management team to drive further over-performance. The thresholds, targets, and maximum performance levels set for these metrics in April 2022 were determined by the Compensation Committee to be challenging and uncertain to be achieved.

The Compensation Committee approved threshold, target and maximum performance levels for Net Revenue and Bonus EPS as set forth in the table below:

Strategic Component

The 2022 Executive Bonus Plan contains a strategic component based on performance against our strategic objectives. We introduced a strategic component in 2021 via a modifier that adjusted the Corporate Performance Factor by +/-10%. In 2022, however, to emphasize the importance of achieving specific strategic objectives, we replaced free cash flow as a bonus metric and transitioned the strategic component away from a general modifier to an individual component weighted at 30% of the total payout. Based on the three strategic objectives approved by the Compensation Committee at the beginning of 2022, which are highlighted below, the Compensation Committee determined in early 2023 that we had outperformed on each of our strategic objectives, which resulted in the strategic component being earned at 150% of target.

Based upon our overall performance in 2022, in February 2023, our Compensation Committee approved a Corporate Performance Factor of 150% of target, as highlighted below:

Individual Performance Factor and Actual Achievement

The 2022 Executive Bonus Plan also contains an Individual Performance Factor that aligns each NEO’s incentive compensation outcomes with her or his specific individual performance and achievements during 2022. The Compensation Committee reviews the CEO’s assessment of each other NEO’s performance, and the Compensation Committee, in consultation with the independent Chairperson of the Board, assesses the CEO’s performance. Each NEO is given an Individual Performance Factor, which is multiplied by the effective Corporate Performance Factor score for purpose of calculating her or his 2022 Executive Bonus Plan payout.

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:

Final Payouts under the 2022 Executive Bonus Plan

Payouts under the 2022 Executive Bonus Plan are as follows: