Independent
Tenure on this board
23.4 yrs
12 nominees · 4 ballot items.
Four proposals: (1) election of twelve directors; (2) an advisory “say-on-pay” vote to approve executive compensation; (3) approval of the United Therapeutics Corporation 2026 Stock Incentive Plan; and (4) ratification of Ernst & Young LLP as the company’s independent registered public accounting firm for 2026.
Election of the twelve directors named in this Proxy Statement to serve one-year terms until the 2027 Annual Meeting.
Non-binding advisory (“say-on-pay”) vote to approve the compensation of the company’s Named Executive Officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation disclosed for the company’s Named Executive Officers. Management seeks this approval to validate its pay programs and to demonstrate alignment between executive incentives and the company’s performance and long-term strategy. The Compensation Committee emphasizes a pay-for-performance design: a substantial majority of CEO and NEO pay is variable and tied to rigorous metrics (cash profit margin, revenue, manufacturing and R&D milestones and multi-year performance equity). The Board frames the vote as an important governance signal and commits to considering the voting outcome in future compensation decisions, reflecting responsive shareholder engagement. The proposal is routine but meaningful in signaling shareholder support for the company’s incentive structures and recent compensation changes (e.g., 100% performance-based long-term equity). Key considerations include the strength of disclosed performance metrics, the demonstrated 2025 payout and the committee’s rationale linking incentives to supply reliability and R&D progress. Risks for investors include potential misalignment if performance metrics prove overly favorable to management, or if future payout multipliers materially dilute shareholder value; however, the program contains clawback provisions, shareholder-approvable equity plan mechanics, and robust disclosure. Given United Therapeutics’ recent strong financial performance in 2025, the Board recommends FOR, arguing that the program supported the company’s operational and strategic achievements and long-term value creation.
Approve the United Therapeutics Corporation 2026 Stock Incentive Plan replacing the 2015 Plan, authorizing a new share reserve (Prior Plan available shares plus 1,500,000 new shares and returning shares) and related terms for equity awards to employees, directors, and service providers.
This management proposal seeks shareholder approval of a successor equity plan that would (i) incorporate the remaining available shares under the 2015 Plan, (ii) add 1,500,000 new shares to the reserve, and (iii) permit the re-crediting of shares that are forfeited or settled in cash (Returning Shares). Management argues the package is necessary to attract/retain talent across commercial, R&D and manufacturing functions during a planned growth phase (including potential label expansions and late-stage approvals) and to reward performance through a mix of stock options, RSUs, SARs, and performance-based awards. The Board frames the share request as modest at roughly ~3.5% incremental dilution relative to shares outstanding as of March 17, 2026, and emphasizes a conservative historical burn rate (three-year average 1.9%) and governance protections: no repricing without shareholder approval, limits on director compensation, clawback policy, and caps on certain award types (and no evergreen). Key investor considerations include the size of the requested additional reserve, the company’s heavy recent use of performance-based equity (100% performance-based long-term incentives), and the likely need for further awards to support commercialization and organ-program buildout. The Plan’s design preserves flexibility for performance-based vesting, includes standard ISOs/NQSO mechanics, and contains anti-dilution adjustment provisions; however, potential dilution and the pace of future grants remain the primary economic risks to shareholders. The Board recommends FOR on the basis that the Plan balances market competitiveness with governance safeguards and is expected to support execution of strategic growth initiatives.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as United Therapeutics’ independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.79% | 2,882,939 | $1.7B |
| 2 | Avoro Capital Advisors LLC | 6.20% | 2,630,000 | $1.6B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.72% | 2,003,742 | $1.2B |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.61% | 1,957,539 | $1.2B |
| 5 | STATE STREET CORP | 4.34% | 1,843,963 | $1.1B |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 4.28% | 1,816,679 | $1.1B |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 4.21% | 1,787,019 | $1.1B |
| 8 | BlackRock, Inc. | 3.30% | 1,401,681 | $831M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.52% | 1,067,562 | $632M |
| 10 | JANUS HENDERSON GROUP PLC | 2.03% | 861,324 | $511M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.