Gary Pruden
Director at LNTH
Board
About Gary J. Pruden
Independent director of Lantheus Holdings, Inc. (LNTH) since February 2018; currently Chair of the Talent and Compensation Committee and a member of the Audit Committee. Age 63. Over 30 years of global healthcare leadership at Johnson & Johnson spanning medical devices and pharmaceuticals; B.S. in Finance from Rider University. External roles include board positions at Olympus Corporation (Nominating & Governance member; Chair of Quality & Regulatory), Ossio Inc. (Compensation Committee), and Avisi Technologies Inc. (Compensation Committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Executive Committee member; Executive Vice President, Worldwide Chairperson, Medical Devices | Appointed April 2016; earlier roles 2004–2016 across Medical Devices and Pharma | Senior commercial leadership roles: Worldwide Chair, Medical Devices (2015–2016); Worldwide Chair, Global Surgery Group (2012–2015); Company Group Chair, Ethicon (2009–2012); Worldwide President, Ethicon (2006–2009); President, Janssen-Ortho (Canada) (2004–2006) |
| Advanced Medical Technology Association | Executive Committee Member; Chair of Technology & Regulatory Committee | Not dated | Industry policy and regulatory engagement leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olympus Corporation | Director; Nominating & Governance Committee member; Chair, Quality & Regulatory Committee | Current | Oversight of governance and quality/regulatory matters |
| Ossio Inc. | Director; Compensation Committee | Current | Executive compensation oversight |
| Avisi Technologies Inc. | Director; Compensation Committee | Current | Executive compensation oversight |
Board Governance
- Independence: Board determined Mr. Pruden is independent under Nasdaq and Exchange Act Rule 10A-3; all committees are 100% independent .
- Committee assignments (LNTH): Chair, Talent & Compensation Committee; Member, Audit Committee .
- Attendance and engagement: In 2024, Board met 9 times; each director attended at least 75% of Board and committee meetings; all current directors attended the 2024 Annual Meeting; independent directors hold private executive sessions at most Board meetings (at least twice annually) .
- Lead Independent Director: Julie McHugh; leads executive sessions; chairs Nominating & Corporate Governance .
- Overboarding policy: Max five public company boards (two additional if serving as a sitting CEO); Mr. Pruden’s disclosed public board service appears within policy .
- Compensation Committee interlocks: None involving LNTH executive officers in 2024; committee members (including Mr. Pruden) are non-employees and independent .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Board annual cash retainer (member) | $60,000 | Increased from $55,000 effective April 2024 |
| Audit Committee fee | $12,500 (member) | $25,000 for Chair; members $12,500 |
| Talent & Compensation Committee fee | $20,000 (Chair) | Members $10,000 |
| Annual equity grant (directors) | $400,000 grant-date fair value | Granted annually around Annual Meeting |
Actual 2024 compensation (for service in 2024):
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $94,667 |
| Stock awards (RSUs) – grant date fair value | $199,997 |
| Option awards – grant date fair value | $199,992 |
| Total | $494,656 |
Performance Compensation
- Annual equity mix for directors: RSUs and stock options. On May 9, 2024, Mr. Pruden received 2,635 RSUs and options for 4,853 shares as his regular annual director grant .
- Outstanding at 12/31/2024: 2,635 unvested RSUs; 12,719 options outstanding (4,853 unvested) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| Olympus Corporation | Public (Japan) | Director | Nominating & Governance member; Chair Quality & Regulatory |
| Ossio Inc. | Not specified | Director | Compensation Committee |
| Avisi Technologies Inc. | Not specified | Director | Compensation Committee |
- Compensation Committee interlocks disclosure: LNTH reported none involving its executive officers in 2024 .
Expertise & Qualifications
- LNTH identifies Mr. Pruden with subject matter expertise in M&A and Business Development; Sales & Marketing; Manufacturing/Procurement/Supply Chain; and Legal/Regulatory/Compliance/Governmental Affairs, among others .
- Broad international, operational, and regulatory experience supporting chair role on LNTH Talent & Compensation Committee .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 28,293 (includes 7,866 options exercisable within 60 days) |
| Percent of outstanding | <1% (asterisked by company) |
| Options exercisable within 60 days | 7,866 |
| Options outstanding (total) | 12,719 (4,853 unvested) |
| Unvested RSUs | 2,635 |
| Director stock ownership guideline | 3x annual Board cash retainer; comply within 5 years; each director either achieved or within compliance window at 12/31/2024 |
- Hedging/pledging: Prohibited for directors; covered by insider trading policy .
Governance Assessment
- Positives for investor confidence:
- Independent director with deep operating experience; chairs key Talent & Compensation Committee overseeing executive pay and human capital; committee fully independent with no interlocks; uses independent consultant (Pearl Meyer) .
- Strong attendance and engagement standards; independent-led executive sessions; robust ownership guidelines; hedging/pledging prohibited .
- Director compensation balanced between cash and equity; transparent grant values and share counts; program benchmarked to peers .
- Shareholder support: 2024 say‑on‑pay approval ~97%, indicating broad endorsement of compensation oversight (relevant to his committee leadership) .
- Potential watch items:
- Multiple external board roles (including chairing quality/regulatory at Olympus) warrant monitoring for time commitments, but LNTH’s overboarding policy and current disclosed roles suggest compliance .
- No specific related‑party transactions involving Mr. Pruden are identified in the reviewed proxy sections; LNTH maintains an Audit Committee‑overseen related person transaction policy .
Bottom line: Pruden’s profile—independent status, extensive healthcare operating background, and leadership of the Talent & Compensation Committee—supports board effectiveness and alignment. Compensation oversight processes (independent consultant, clear metrics, strong shareholder support) and ownership/hedging policies further bolster governance quality .