Daniel Niedzwiecki
Chief Administrative Officer, General Counsel and Corporate Secretary at LNTH
Executive
About Daniel Niedzwiecki
Daniel M. Niedzwiecki is Chief Administrative Officer, General Counsel and Corporate Secretary of Lantheus (LNTH), a role he has held since March 2023, overseeing Legal, Ethics & Compliance, Enterprise Risk Management, Human Resources, and Corporate Communications . He joined Lantheus in 2013 and previously served in roles of increasing responsibility, including Senior Vice President, General Counsel and Corporate Secretary; he was formerly a private equity/M&A attorney at Weil, Gotshal & Manges and a securities/transactional attorney at Palmer & Dodge, and clerked for Judge Frank H. Freedman (D. Mass.); he holds a J.D. from Boston University School of Law and a B.A. in Economics from Williams College . Company performance strongly influences his pay: annual bonuses are based 70% on financial metrics (Net Revenue and “Bonus EPS”) and 30% on strategic objectives, and long-term incentives are primarily PSUs tied to relative TSR against the S&P 400 Health Care Index; the 2022 PSU cycle paid out at 200% based on three-year rTSR outperformance (vs S&P 600 Health Care Index) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lantheus | Chief Administrative Officer, General Counsel & Corporate Secretary | Mar 2023–present | Oversight of Legal, Ethics & Compliance, ERM, HR, and Corporate Communications |
| Lantheus | Senior Vice President, General Counsel & Corporate Secretary | 2022 (at least as of Jun 15, 2022) | Executive legal leadership; corporate governance and transactional execution |
| Lantheus | Assistant General Counsel & Assistant Corporate Secretary (initial role) | 2013 onward (joined Lantheus) | Foundational legal/compliance support; progressed to executive leadership |
| Weil, Gotshal & Manges | Private equity and M&A attorney | Prior to 2013 | PE and M&A transaction expertise |
| Palmer & Dodge | Securities and transactional attorney | Prior to Weil | Securities and transactional advisory |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. District Court (D. Mass.) | Law Clerk to Hon. Frank H. Freedman | Early career | Judicial clerkship; legal research and opinion drafting |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Base Salary at 12/31/2024 ($) | Source |
|---|---|---|---|---|
| 2024 | 555,785 | 50% | 561,600 | 2025 DEF 14A |
| 2023 | 527,500 | — | — | 2025 DEF 14A |
| 2022 | 446,495 | — | — | 2025 DEF 14A |
- 2024 annual bonus paid: $351,449, based on Corporate Performance Factor 119.2% and Individual Performance Factor 105% (target bonus $280,800 = 50% of $561,600) .
Performance Compensation
Annual Bonus Plan (2024)
- Structure: 70% financial (Net Revenue and Bonus EPS), 30% strategic; linear payout from threshold to max for financial; strategic judged by the Compensation Committee .
- Achievements recognized for Niedzwiecki (Individual Performance Factor = 105%): diligence/execution of key acquisitions/partnerships; elevated enterprise risk/compliance; critical HR hires; enterprise-wide leadership as “thought partner” .
| Metric/Factor | Weighting | Target Basis | Actual/Assessment | Payout Impact |
|---|---|---|---|---|
| Net Revenue (financial component) | Part of 70% | Board-approved budget; threshold/target/max | Included in Corporate Performance Factor 119.2% | Contributed to 119.2% CPF |
| “Bonus EPS” (financial component) | Part of 70% | Board-approved budget; threshold/target/max | Included in Corporate Performance Factor 119.2% | Contributed to 119.2% CPF |
| Strategic objectives (3) | 30% | Board-approved strategic plan | Committee-assessed; part of 119.2% CPF | Contributed to 119.2% CPF |
| Individual Performance Factor | 0–150% | Committee assessment | 105% for Niedzwiecki | Multiplied with CPF |
| Resulting payout (2024) | — | Target $280,800 | CPF 119.2% × IPF 105% | $351,449 |
Long-Term Incentives (program design and 2024 grants)
- 2024 annual mix: 50% PSUs (rTSR vs S&P 400 Health Care Index), 25% RSUs, 25% stock options; PSUs cliff-vest at 3 years; RSUs and options vest ratably over 3 years .
- 2022 PSU cycle certified at 200% of target based on three-year rTSR vs S&P 600 Health Care Index .
| Award Type | Grant Date | Target/Units | Max Units | Exercise Price | Expiration | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| PSUs (rTSR) | 3/1/2024 | 20,304 | 40,608 | — | — | 2,117,301 |
| RSUs | 3/1/2024 | 10,152 | — | — | — | 656,225 |
| Stock Options | 3/1/2024 | 18,043 | — | 64.64 | 3/1/2034 | 656,224 |
Equity Ownership & Alignment
- Beneficial ownership: 70,124 shares (<1% of outstanding; 68,480,308 shares outstanding as of Mar 3, 2025) .
- Stock ownership guidelines: executives (other than CEO) must hold shares equal to 2x base salary; five-year compliance window; unvested time-based RSUs count effective Jan 1, 2025; PSUs and unexercised options do not count; as of Dec 31, 2024, each NEO either met or remained within the five-year window .
- Hedging/pledging: Company strictly prohibits hedging, pledging, margin accounts, short-term trading, and short selling for all insiders; no exceptions .
Outstanding Equity Awards at 12/31/2024 (Niedzwiecki)
| Instrument | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | RSUs MV ($) | PSUs Unearned (#) | PSUs Payout Value ($) |
|---|---|---|---|---|---|---|---|---|---|
| Options | 3/3/2022 | 5,994 | 2,998 | 49.93 | 3/3/2032 | — | — | — | — |
| Options | 3/2/2023 | 2,398 | 4,798 | 73.35 | 3/2/2033 | — | — | — | — |
| Options | 4/17/2023 | 653 | 1,307 | 89.16 | 4/17/2033 | — | — | — | — |
| Options | 3/1/2024 | — | 18,043 | 64.64 | 3/1/2034 | — | — | — | — |
| RSUs | 3/3/2022 | — | — | — | — | 1,753 | 156,823 | — | — |
| RSUs | 3/2/2023 | — | — | — | — | 2,744 | 245,478 | — | — |
| RSUs | 4/17/2023 | — | — | — | — | 734 | 65,664 | — | — |
| RSUs | 3/1/2024 | — | — | — | — | 10,152 | 908,198 | — | — |
| PSUs (target) | 3/3/2022 | — | — | — | — | — | — | 21,028 | 1,881,165 |
| PSUs (target) | 3/2/2023 | — | — | — | — | — | — | 16,462 | 1,472,691 |
| PSUs (target) | 4/17/2023 | — | — | — | — | — | — | 4,402 | 393,803 |
| PSUs (target) | 3/1/2024 | — | — | — | — | — | — | 40,608 | 3,632,792 |
Notes:
- RSUs and options generally vest in equal installments on each of the first three anniversaries of grant; PSUs cliff-vest on the third anniversary if earned; 2024 grants imply vesting supply through 2027 (subject to continued service and PSU performance) .
- Market values reflect $89.46 closing price on 12/31/2024 (per proxy methodology) .
Employment Terms
- Severance arrangements (for CEO direct reports including Niedzwiecki):
- Non-Change of Control: 1x base salary + prorated target bonus + Company-paid COBRA up to 12 months, upon termination without cause or resignation for good reason .
- Double-Trigger Change of Control (within 12 months post-CoC): 2x base salary + 2x full-year target bonus + COBRA for 24 months + full vesting of unvested equity at target for performance awards .
- Modified 280G “cut-back” provision; no tax gross-up .
- Potential payouts if terminated on 12/31/2024:
- Non-CoC termination total: $877,343 (cash severance $842,400; benefits $34,943) .
- CoC termination total: $7,465,100 (cash severance $1,684,800; benefits $69,886; accelerated equity value $5,710,414 at $89.46 per share; PSUs at target) .
Governance and Policies (Alignment, Risk Controls)
- Stock Ownership and Retention Guidelines: 2x salary for executive officers; five-year compliance window; until achieved, executives must retain 50% of after-tax shares from option exercise/vesting; unvested PSUs and unexercised options excluded (time-based RSUs included effective 1/1/2025); all NEOs either achieved or are within the five-year window as of 12/31/2024 .
- Clawback: Amended Oct 2, 2023 to meet SEC/Nasdaq rules; mandatory recovery of incentive compensation based on restated financials for the prior three fiscal years; committee discretion to recoup additional awards beyond financial metrics as needed; policy filed as 2024 10-K exhibit .
- Insider Trading, Hedging, Pledging: Strict prohibitions on hedging, pledging, margin accounts, short-term trading, derivatives, and short selling; preclearance required; no exceptions .
Performance & Track Record (Selected 2024 Highlights)
- Individual performance recognized (105% IPF): diligence and execution of acquisitions/partnerships; strengthened enterprise risk and compliance oversight; key HR hires; enterprise-wide strategic leadership .
- Company-wide incentive framework: financial rigor (Net Revenue and “Bonus EPS”), strategic objectives, and rTSR-based PSUs driving pay-for-performance; 2022 PSU cycle paid 200% on three-year rTSR vs benchmark .
- Say-on-Pay: ~97% approval at 2024 AGM, indicating broad shareholder support for NEO compensation structure .
Compensation Structure Analysis
- Increased equity LTI values for certain NEOs in 2024, reflecting strong 2023 performance and market positioning vs peer set; 2024 LTI mix emphasizes PSUs (50%) with rTSR and capped payout at target for 2025 awards if absolute TSR is negative (shareholder-friendly) .
- Annual bonus design combines hard financial metrics (70%) with strategic objectives (30%), with 0–150% ranges for corporate and individual components and a 225% overall cap, balancing stretch with risk control .
- No hedging/pledging and robust clawback reduce misalignment risk; ownership guidelines increased in Oct 2024 (2x salary for executives) tighten alignment requirements .
Investment Implications
- Alignment: Strong with shareholders via heavy PSU exposure tied to rTSR and stricter ownership guidelines; hedging/pledging prohibitions and enhanced clawback further align incentives and mitigate risk .
- Near-term selling pressure: Graduated RSU/option vesting from 2022–2024 grants and a large 2024 PSU target grant (20,304 target/40,608 max) could create episodic supply as awards vest/settle through 2027; however, retention requirements apply until ownership thresholds are met .
- Retention/CoC economics: Standard SVP-level severance (1x salary + prorated bonus) is moderate; double-trigger CoC benefits are substantial due to equity acceleration (indicative total $7.47M at 12/31/2024), implying potential retention value in strategic scenarios .
- Execution signal: 2024 individual performance highlights deal execution, ERM and compliance elevation, and talent upgrades—key enablers for durable value creation; 2022 PSU 200% vesting evidences strong multi-year TSR relative performance, supporting confidence in strategy continuity under his oversight areas .