Sector: Health Care
LANTHEUS HOLDINGS INC · Meeting: April 30, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Director since March 2022 (less than 4 years tenure), independent, no overboarding concerns, and the 3-year TSR underperformance gap of -20.5pp versus the XLV ETF falls short of the 30pp threshold required to trigger a No vote for directors at a company with negative absolute 3-year TSR.
Director since June 2020, independent, serves on two public company boards (no overboarding), and the 3-year TSR underperformance gap of -20.5pp versus the XLV ETF falls short of the 30pp trigger threshold.
Director since January 2017, independent Lead Independent Director, serves on one other public company board (Ironwood Pharmaceuticals), and the 3-year TSR underperformance gap of -20.5pp versus the XLV ETF falls short of the 30pp trigger threshold; the 5-year TSR of +277.9% demonstrates a strong longer-term track record.
Director since February 2025, which is less than 24 months ago, so she is fully exempt from the TSR underperformance trigger under the new-director exemption; no other concerns identified.
All four Class II nominees pass the policy screens: the company's 3-year stock return is -2.9%, and the gap versus the XLV healthcare ETF is -20.5pp, which does not breach the 30pp threshold required for a negative absolute TSR company; Dr. Morrow is additionally protected by the 24-month new-director exemption; no overboarding, attendance, independence, or familial-relationship issues were identified for any nominee.
CEO
Mary Anne Heino
Total Comp
$2,173,930
Prior Support
95%%
The CEO's total reported compensation of $2,173,930 is modest for a $5.2B market cap healthcare company and is well within benchmark expectations for a CEO in this sector and size band, so the pay level test passes comfortably. The program is heavily variable — the majority of NEO pay comes from performance stock awards tied to relative total shareholder return versus the S&P 400 Health Care Index and time-based equity, with annual bonuses paying out at only 47% of target in 2025 reflecting actual underperformance against financial goals, which demonstrates genuine pay-for-performance alignment. Prior year say on pay support was approximately 95%, well above the 70% threshold, and there are no clawback, dilution, or pay mix concerns that would trigger a No vote.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte is a Big 4 firm appropriate for a $5.2B market cap company; the proxy does not disclose auditor tenure or itemized fee data in the sections provided, so neither the tenure trigger nor the non-audit fee ratio trigger can be confirmed as fired — per policy, absent confirmed data the default FOR vote applies, with tenure non-disclosure noted as a minor negative factor.
1 proposal submitted by shareholders
Proposal 4
This is a board-proposed charter amendment that directly responds to meaningful shareholder support for declassification expressed at the 2025 annual meeting, and it represents a clear governance improvement: shifting from a classified board — where directors serve staggered three-year terms and are only removable for cause — to a system where all directors will stand for annual election and can be removed with or without cause once fully phased in by 2029. Annual director elections increase board accountability to shareholders, which is a mainstream governance best practice. The three-year phase-in is a reasonable transition mechanism and does not diminish the improvement relative to the current baseline.
The 2026 Lantheus annual meeting presents a clean ballot: all four Class II director nominees pass the policy screens (the TSR underperformance gap does not breach the ETF fallback threshold, and one nominee is exempt as a recent appointee), the CEO's reported compensation is modest and the bonus program demonstrated real pay-for-performance discipline in a difficult year, and the board-initiated charter amendment to declassify the board is a meaningful governance improvement that warrants support. The auditor ratification defaults to a FOR vote in the absence of disclosed fee and tenure data, with tenure non-disclosure noted as a minor negative.
