LANTHEUS HOLDINGS INC (LNTH)
Sector: Health Care
2026 Annual Meeting Analysis
LANTHEUS HOLDINGS INC · Meeting: April 30, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Director since March 2022 (just over 4 years tenure), passes the 24-month exemption threshold; the 3-year TSR underperformance trigger does not fire because LNTH's -3.0% absolute 3-year return against XLV (the sector ETF fallback) produces a gap of -22.1pp, which is below the 30pp threshold required to trigger a No vote for negative absolute TSR, and her regulatory and pharmaceutical experience is well-suited to Lantheus's business.
Director since June 2020 (nearly 6 years tenure); the TSR trigger does not fire as the -22.1pp gap versus XLV falls below the 30pp negative-TSR threshold, and his deep radiopharmaceutical and financial background is directly relevant to Lantheus's core business.
Director since January 2017 and Lead Independent Director; the TSR trigger does not fire given the -22.1pp gap versus XLV is below the 30pp threshold, she meets no overboarding concerns with two public board seats, and her extensive pharmaceutical commercial and operational leadership experience makes her well-qualified.
Director since February 2025, well within the 24-month new-director exemption from the TSR trigger; her oncology clinical development expertise is directly valuable to Lantheus's late-stage radiopharmaceutical pipeline.
All four Class II director nominees pass policy screens — the TSR underperformance trigger does not fire (LNTH's 3-year return of -3.0% versus XLV produces a -22.1pp gap, below the 30pp threshold for negative absolute TSR), no overboarding concerns exist, all directors attended at least 75% of meetings in 2025, no familial relationships with management are disclosed, and each nominee brings relevant industry experience.
Say on Pay
✓ FORCEO
Mary Anne Heino
Total Comp
$2,173,930
Prior Support
95%%
The CEO's total reported compensation of approximately $2.17 million is well within benchmark for a CEO at a $5.1B market cap healthcare/radiopharmaceutical company, presenting no pay-level concern. The company's pay program is heavily variable — the annual bonus plan paid out at only 47% of target on average due to the company missing financial goals, and performance stock awards (which measure relative total shareholder return versus the S&P 400 Health Care Index over three years) represent 50% of the long-term equity mix, demonstrating meaningful pay-for-performance alignment. Prior-year say-on-pay support was 95%, well above the 70% threshold, and no structural governance concerns are present.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include a fee table with audit and non-audit fee amounts in the text provided, so the non-audit fee ratio trigger cannot be evaluated; tenure is not explicitly disclosed so the tenure trigger does not fire per policy; Deloitte is a Big 4 firm fully appropriate for a $5.1B market cap company, and no material restatements are disclosed, so the default vote of FOR applies.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Amendment to Lantheus' Amended and Restated Certificate of Incorporation to Declassify Our Board of Directors
This is a board-proposed charter amendment that eliminates the classified board structure — a mainstream governance improvement that gives shareholders the ability to vote on every director every year rather than once every three years. The board is bringing this amendment directly in response to significant shareholder support for a declassification proposal at the 2025 annual meeting, which is exactly the kind of shareholder engagement this policy rewards. The phased three-year transition (beginning at the 2027 annual meeting) is a reasonable approach to maintain continuity, and once complete, all directors will stand for annual election — a clear improvement over the current staggered structure.
Overall Assessment
The 2026 Lantheus annual meeting ballot is largely uncontroversial: all four Class II director nominees pass policy screens, the say-on-pay vote reflects a well-structured program with below-target bonus payouts tied to missed financial goals, and the auditor ratification presents no red flags. The most consequential item is Proposal 4, a board-initiated charter amendment to declassify the board in direct response to shareholder demand — a meaningful governance improvement that warrants support.