Brian Markison
Lantheus HoldingsAbout Brian Markison
Brian A. Markison is Chief Executive Officer and a Class III director at Lantheus, age 65, with more than 40 years of operational, marketing, commercial development and sales experience in pharmaceuticals; he holds a B.S. from Iona College . He joined the LNTH board in September 2012, served as Chair from January 2013 to March 1, 2024, became Executive Chairman on January 23, 2024, and CEO on March 1, 2024 . Company performance in 2024 included net revenue of $1,533.9 million and net income of $312.4 million; LNTH’s total shareholder return (value of $100 initial investment) reached $436.18 in 2024, reflecting strong pay-for-performance alignment used in LNTH’s incentive programs .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Revenue ($USD Millions) | $935.1 | $1,296.4 | $1,533.9 |
| Net Income ($USD Millions) | $28.1 | $326.7 | $312.4 |
| LNTH TSR (Value of $100) | $248.46 | $302.29 | $436.18 |
Past Roles
| Organization | Role | Years (disclosed) | Strategic Impact |
|---|---|---|---|
| King Pharmaceuticals | COO (March 2004), later President & CEO; Chairman (2007) | Joined Mar 2004; Chairman from 2007 | Led company through leadership transition and growth in multiple therapeutic areas |
| Fougera Pharmaceuticals | President & CEO; Director | Prior to sale to Sandoz (Novartis generics) | Led specialty dermatology company to sale to Sandoz |
| Bristol-Myers Squibb | President roles (Oncology, Virology, OTN; Neuroscience, Infectious Disease, Dermatology); SVP Operational Excellence | Prior to King tenure | Senior leadership across therapeutic franchises and operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| RVL Pharmaceuticals plc | Director | Current | Former Executive Chair at predecessor Vertical/Trigen |
| College of New Jersey | Director | Current | Governance role |
| Cosette Pharmaceuticals | Former Director | Prior | Board service concluded |
| Immunomedics | Former Director | Prior | Board service concluded |
| Alere, Inc. | Former Director | Prior | Board service concluded |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $950,000 (as of 12/31/2024) | Established Jan 23, 2024 (Executive Chairman), maintained upon CEO appointment |
| Salary Paid (SCT) | $855,000 | Reflects actual 2024 paid amount per SCT |
| Target Bonus % | 100% of base salary | CEO target bonus design |
| Actual Bonus (NEIP) | $1,189,020 | Derived from 119.2% corporate factor and 105% individual factor |
| All Other Compensation | $250,525 | Includes benefits/perquisites; LNTH adopted executive financial advisory and physical programs in 2024 |
Performance Compensation
2024 Executive Bonus Plan
| Metric | Weighting | Threshold | Target | Actual | Payout (% of Target) | Weighted Payout |
|---|---|---|---|---|---|---|
| Net Revenue | 40% | $1,319M | $1,465M | $1,533M | 123% | 49.4% |
| Bonus EPS | 30% | $5.02 | $5.91 | $6.17 | 115% | 34.4% |
| Strategic Objectives | 30% | 100% | 100% | 118% | 118% | 35.4% |
| Corporate Performance Factor | — | — | — | — | — | 119.2% |
| CEO Individual Performance Factor | — | — | — | — | — | 105% |
CEO achievements cited included successful CEO transition, M&A prioritization (e.g., Life Molecular RM2 global rights, Meilleur Technologies acquisition), driving PYLARIFY and DEFINITY performance, and reinforcing a performance-based culture .
2024 Long-Term Incentives (granted March 1, 2024)
| Award Type | Metric | Grant | Design & Vesting |
|---|---|---|---|
| PSUs | rTSR vs S&P 400 Health Care | 65,748 target PSUs; max 131,496 | 3-year performance period (1/1/2024–12/31/2026); payout: 200% at ≥75th percentile, 100% at 50th, 50% at 25th, 0% below; cliff vest at 3 years |
| RSUs | Time-based | 65,748 RSUs | Vest in equal installments over three years, service-based |
PSU payout calibration remains 100% rTSR-based; beginning with 2025 grants, payout is capped at target if absolute TSR is negative over the period .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 68,434 shares; includes 7,866 options exercisable within 60 days; excludes 109,580 unvested RSUs/PSUs/options |
| Shares Outstanding Basis | 68,480,308 shares (record date Mar 3, 2025) |
| Ownership % of Outstanding | ~0.10% (68,434 / 68,480,308) |
| Outstanding Equity at 12/31/2024 | RSUs: 65,748 ($5,881,816 MV); PSUs (max basis): 131,496 ($11,763,632 MV) |
| Options Outstanding | 4,068 @ $64.20 (exp. 5/6/2032); 3,798 @ $99.38 (exp. 5/11/2033) |
| 2024 Exercises/Vesting | Options exercised: 32,768 shares, value realized $2,712,707; RSUs/PSUs vested: 2,012 shares, value $156,695 |
| Ownership Guidelines | CEO must hold shares equal to 6x base salary; other execs 2x; 50% of after-tax shares from vest/exercise retained until compliance; 5-year compliance window |
| Hedging/Pledging | Prohibited for directors/employees; margin accounts and pledging disallowed; no exceptions |
Employment Terms
| Term | Key Provision |
|---|---|
| Start and Role | Executive Chairman effective January 23, 2024; CEO effective March 1, 2024 |
| Severance (Non-COC) | 1× annual base salary + prorated target bonus + Company COBRA portion up to 12 months; paid over 12 months |
| Severance (Double-Trigger COC) | 2× annual base salary + 2× full-year target bonus + Company COBRA portion for 24 months; full vesting of unvested equity (PSUs at target); paid lump sum |
| Death/Disability | Prorated target annual bonus (elapsed portion), lump sum |
| 280G/4999 | Modified cut-back; reduction to avoid excise tax unless after-tax amount is greater without reduction |
| Retirement Feature (Equity) | At retirement ≥ age 55 with ≥10 years service (and required notices): vested options exercisable up to 3 years; unvested PSUs continue on original terms prorated; unvested RSUs forfeited; Markison meets qualifications as of 12/31/2024 |
Board Governance
- Board service: Director since September 2012; Chair from January 2013 to March 1, 2024; currently CEO and director, Class III term expiring at 2027 annual meeting .
- Committee roles: LNTH committees (Audit; Talent & Compensation; Nominating & Corporate Governance; Science & Technology) are 100% independent; Markison, as CEO, does not serve on committees .
- Independence and leadership: Board has nine independent directors out of eleven; Chair (Mary Anne Heino) is not independent; Lead Independent Director (Julie McHugh) appointed with robust duties to balance non-independent Chair and CEO dual roles .
- Meetings and attendance: In 2024, Board held 9 meetings; committees held 4–8 meetings; each director attended ≥75% of meetings; executive sessions occur at end of most meetings and at least twice per year under guidelines .
- Director compensation policy: Employee directors (CEO) receive no additional director compensation .
Compensation Structure Analysis
- Mix and design: CEO target compensation emphasizes variable pay; 2024 LTI mix for CEO was 50% PSUs and 50% RSUs per employment agreement, converging to standard mix in 2025; PSUs are 100% rTSR-based, supporting shareholder alignment .
- Market positioning: Talent & Compensation Committee targets 50th percentile of market for target compensation, with discretion based on performance and role-specific factors .
- Pay versus performance: 2024 Corporate Performance Factor 119.2% and CEO IPF 105% drove bonus payout; say-on-pay approval in 2024 was ~97%, indicating strong shareholder support .
- Governance safeguards: Clawback policy compliant with Nasdaq/SEC for restatements; prohibition on hedging/pledging; ownership guidelines increased to 6× salary for CEO in Oct 2024 .
Equity Awards Detail (2024 Grants and Outstanding)
| Category | Quantity | Key Dates/Terms |
|---|---|---|
| 2024 PSUs granted | 65,748 target; max 131,496 | Performance period 1/1/2024–12/31/2026; cliff vest at 3 years; rTSR vs S&P 400 Health Care |
| 2024 RSUs granted | 65,748 | Vest one-third annually over 3 years |
| Outstanding options (12/31/2024) | 4,068 @ $64.20 (exp. 5/6/2032); 3,798 @ $99.38 (exp. 5/11/2033) | Prior director grants; one-year vest for director awards; otherwise standard three-year vesting applies |
Say-on-Pay & Peer Group
- Say-on-Pay: 2024 approval ~97% .
- Peer group: 2024 peer group refreshed; LNTH positioned at $1,366M revenue and $8,568M market cap vs peer medians ($1,565M revenue; $8,323M market cap) .
- Target percentile: Committee targets 50th percentile for target comp opportunities, with adjustments based on performance and contribution .
Investment Implications
- Strong alignment and performance leverage: CEO incentives hinge on Net Revenue, Bonus EPS, strategic objectives, and multi-year rTSR PSUs; 2024 corporate factor at 119.2% and rTSR-only PSU design create direct linkage to shareholder returns .
- Retention and selling pressure: Large unvested PSUs/RSUs (RSUs 65,748; PSUs max 131,496) and 6× salary ownership guideline with 50% retention rule reduce near-term selling and enhance alignment; hedging/pledging strictly prohibited, limiting adverse trading signals .
- Change-of-control economics: Double-trigger COC provides 2× salary + 2× target bonus and full equity acceleration at target for performance awards—material economics that could influence deal negotiation incentives; 280G modified cut-back mitigates excise tax risk .
- Retirement eligibility dynamics: Retirement feature allows continued PSU vesting on prorated basis while forfeiting unvested RSUs—implies sustained exposure to long-term performance even upon retirement; Markison meets retirement qualifications as of year-end 2024 .
- Operational execution risk and track record: 2024 delivered $1.5339B revenue and strong TSR; CEO’s 2024 IPF highlights M&A execution and brand leadership in PYLARIFY/DEFINITY, but clinical catalysts (e.g., SPLASH interim analysis below expectations) underscore pipeline execution risks that feed into strategic bonus objectives .
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