James Thrall
Director at LNTH
Board
About Dr. James H. Thrall
Independent director at Lantheus Holdings since February 2018 (Class III; term expires at the 2027 Annual Meeting), age 81. Distinguished Juan M. Taveras Professor of Radiology at Harvard Medical School; former Chair of Radiology at Massachusetts General Hospital (1988–2013) and prior Chair of Radiology at Henry Ford Hospital (1983–1988). M.D. from the University of Michigan (1968); trained in Radiology and Nuclear Medicine at Walter Reed Army Medical Center; member of the National Academy of Medicine. Core credentials: extensive nuclear medicine and radiology expertise, including imaging modalities and innovative technologies such as AI; strong governance experience across scientific committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts General Hospital | Chair, Department of Radiology | 1988–2013 | Led academic radiology; oversaw imaging innovation and clinical operations |
| Henry Ford Hospital | Chair, Radiology; Physician Trustee; Vice Chair, Board of Governors of the Medical Staff | 1983–1988 | Governance and medical staff leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harvard Medical School | Distinguished Juan M. Taveras Professorship of Radiology | Current | Senior academic leadership in radiology |
| National Academy of Medicine | Member | Current | Recognition of national medical leadership |
| Various medical/professional societies | Leadership and board positions | Not specified | U.S. and international societies (not itemized in proxy) |
Board Governance
- Independence: The Board determined Dr. Thrall is an independent director under Nasdaq and Exchange Act Rule 10A-3(b)(1) requirements; all standing committees are 100% independent.
- Committee assignments and chair roles: Chair, Science & Technology Committee; Member, Nominating & Corporate Governance Committee; Member, Talent & Compensation Committee.
- Committee mandates:
- Science & Technology: Oversight of scientific, technological, medical, regulatory, IP matters; risk oversight for product safety and GxP; advises on strategic plan and BD opportunities.
- Nominating & Corporate Governance: Oversees governance principles, code of conduct, CEO succession, ERM, ESG, shareholder communications; recommends director candidates.
- Talent & Compensation: Oversees HCM strategy, executive compensation, incentive plans, succession for senior management (excluding CEO), compliance with compensation disclosure.
- Attendance and engagement: Board met 9 times in 2024; each director attended at least 75% of Board/committee meetings; private executive sessions held at most Board meetings with Lead Independent Director presiding; minimum twice per year.
- Lead Independent Director: Julie McHugh elected; presides over executive sessions; role defined in Corporate Governance Guidelines.
- Overboarding policy: Directors limited to ≤5 public boards (≤2 for public company CEOs).
Fixed Compensation
| Component (2024 Actual) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $90,917 |
| Role-Based Annual Cash Schedule (Apr 2024–Apr 2025) | Chair Fee | Member Fee |
|---|---|---|
| Board of Directors | — | $60,000 (member retainer) |
| Science & Technology Committee | $15,000 (chair) | $7,500 (member) |
| Talent & Compensation Committee | $20,000 (chair) | $10,000 (member) |
| Nominating & Corporate Governance Committee | $15,000 (chair) | $7,500 (member) |
Notes:
- Annual director cash retainers are paid quarterly in advance and prorated for service; increases adopted for the Board member retainer ($60,000 from $55,000) beginning April 2024.
Performance Compensation
Directors receive annual equity grants; no performance metrics are disclosed for director equity. Equity is granted to align with the Annual Meeting and director service term.
| Equity Awards (Grant Date: May 9, 2024) | Count | Grant Date Fair Value |
|---|---|---|
| RSUs | 2,635 | $199,997 |
| Stock Options | 4,853 | $199,992 |
| Outstanding/Unvested at 12/31/2024 | Shares |
|---|---|
| Unvested RSUs | 2,635 |
| Options Outstanding | 12,719 (of which 4,853 unvested) |
Program design notes:
- Director annual equity grant fair value is targeted at $400,000, typically in RSUs and stock options; grant-date value measured by closing fair market value × shares (RSUs) and ASC 718 for options; actual value realized depends on stock performance and vesting.
- Valuation assumptions for options are in Note 15 to the 2024 10-K.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company directorships (disclosed) | None disclosed in the proxy biography for Dr. Thrall |
| Compensation committee interlocks | None; no executive officers served on other entities’ compensation committees; all T&C members are independent and not Company employees. |
| Section 16 compliance | No delinquent reports noted for Dr. Thrall in 2024; the proxy lists specific late filings for other individuals, not Dr. Thrall. |
Expertise & Qualifications
| Functional Area | Depth for Dr. Thrall |
|---|---|
| Research & Clinical Development | Subject Matter Expertise |
| Nuclear Medicine/Radiology & AI | Specific expertise noted in biography |
| Director of Life Sciences/Healthcare Company | Subject Matter Expertise |
| C-Suite Leadership | Subject Matter Expertise |
| Human Capital Mgmt & Talent Development | Subject Matter Expertise |
| Corporate Governance & ESG | Subject Matter Expertise |
| Risk Assessment & Management | Subject Matter Expertise |
| International Experience | Meaningful Experience |
| Corporate Finance/Capital Markets; M&A/BD; Accounting/Reporting; Sales/Marketing; Manufacturing/Supply Chain; Legal/Regulatory/Compliance; Technology/Cybersecurity/Data Privacy | Meaningful Experience across these areas |
Equity Ownership
| Metric (as of March 3, 2025) | Value |
|---|---|
| Beneficially Owned Shares | 38,438; includes 7,866 options exercisable within 60 days; excludes 2,635 unvested RSUs and 4,853 unvested options |
| Ownership % of Outstanding | <1% (out of 68,480,308 shares outstanding) |
| Stock Ownership Guidelines (Directors) | Required to hold shares equal to 3× annual director cash retainer; compliance required within 5 years; as of 12/31/2024, each director either achieved requirements or was within the 5-year window |
| Hedging/Pledging | Prohibited for directors and employees by Company policy |
Governance Assessment
- Board effectiveness: Dr. Thrall enhances board oversight of scientific strategy, regulatory and product safety through his chairmanship of the Science & Technology Committee; he also contributes to governance, risk, and human capital oversight via Nominating & Corporate Governance and Talent & Compensation.
- Independence and attendance: Independent status affirmed; Board and committees met frequently in 2024 and each director attended ≥75% of meetings; regular executive sessions strengthen oversight.
- Alignment and incentives: Director compensation combines modest cash retainers with equity grants; stock ownership guidelines and hedging/pledging prohibitions reinforce alignment; no director compensation performance metrics (reduces unintended incentives), with equity values around $400k annually.
- Conflicts and related-party exposure: Audit Committee oversees related person transactions under a formal policy; no waivers of Codes in 2024; committee interlock risks are minimal (none disclosed).
- Shareholder signals: Say-on-pay approval ~97% in 2024 indicates broad support for compensation governance; Lead Independent Director structure and majority voting in uncontested director elections further bolster investor confidence.
Overall, Dr. Thrall’s deep domain expertise in nuclear medicine/radiology, leadership of the Science & Technology Committee, independent status, and equity ownership framework support board effectiveness and investor alignment, with low observed conflict risk and robust governance practices.