Julie McHugh
Lead Independent Director at LNTH
Board
About Julie McHugh
Julie McHugh, age 60, is Lead Independent Director of Lantheus Holdings (LNTH), serving on the Board since January 2017. She chairs the Nominating and Corporate Governance Committee and serves on the Talent and Compensation Committee; the Board designated her Lead Independent Director in 2024 with comprehensive duties under the Corporate Governance Guidelines. McHugh brings 35+ years in pharma/biotech/devices, including COO of Endo Health Solutions, CEO of Nora Therapeutics, Company Group Chair for Worldwide Virology at Johnson & Johnson, and President of Centocor; she also led Prilosec marketing at Astra‑Merck. She holds an MBA from St. Joseph’s University and a BS from Pennsylvania State University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Endo Health Solutions | Chief Operating Officer | Prior role (dates not specified) | Led specialty pharma and generics businesses |
| Nora Therapeutics | Chief Executive Officer | Prior role | VC-backed startup in infertility therapeutics |
| Johnson & Johnson (Worldwide Virology) | Company Group Chair | Prior role | Oversaw global virology business |
| Centocor (J&J subsidiary) | President | Prior role | Oversaw development/launches incl. Remicade (infliximab) |
| Astra‑Merck | Marketing communications (Prilosec) | Prior role | Led GI drug marketing communications |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Ironwood Pharmaceuticals (public) | Chairperson of the Board; Member, Nominating & Governance and Audit Committees | Current | Public company directorship and committee roles |
| New Xellia Group A/S | Director | Current | Board member |
| HealthCare Royalty Partners | Senior Advisory Board Member | Current | Advisory role |
Board Governance
- Independence and leadership: McHugh is an independent director and serves as Lead Independent Director; the Board appointed her LID in 2024 with duties including leading private executive sessions of the Board. Nine of eleven LNTH directors are independent; all Audit, Talent & Compensation, and Nominating & Corporate Governance committees are fully independent.
- Committee roles: Chair, Nominating & Corporate Governance (oversight of governance, ERM, corporate responsibility/ESG, CEO succession, whistleblower program); Member, Talent & Compensation.
- Evaluations: Annual Board and committee self-assessments with individual director interviews; outputs drive Board refreshment and committee structure.
- Executive sessions: Non‑employee directors meet in private executive session at the end of most Board meetings; LID presides and sessions occur at least twice per year.
- Attendance and engagement: In 2024, the Board held 9 meetings; committees held: Audit (4), Talent & Compensation (8), Nominating & Corporate Governance (7), Science & Technology (4). Each director attended at least 75% of the meetings of the Board and their committees; all current directors attended the 2024 Annual Meeting.
| 2024 Meeting Activity | Count |
|---|---|
| Board meetings | 9 |
| Audit Committee meetings | 4 |
| Talent & Compensation Committee meetings | 8 |
| Nominating & Corporate Governance Committee meetings | 7 |
| Science & Technology Committee meetings | 4 |
- CEO transition oversight: As LID, McHugh is quoted in LNTH’s Nov. 6, 2025 8‑K announcing the CEO succession plan, underscoring her leadership of the Board’s search process and transition oversight.
Fixed Compensation
Elements of LNTH’s 2024 non‑employee director pay program and McHugh’s actual 2024 compensation:
| Component | Policy/Amount | Notes |
|---|---|---|
| Board annual cash retainer (Member) | $60,000 | Increased from $55,000 in April 2024 |
| Lead Independent Director cash retainer | $95,000 | Policy retainer for LID |
| Committee Chair cash retainers | Audit $25,000; T&C $20,000; N&CG $15,000; S&T $15,000 | Paid in cash, quarterly |
| Committee Member cash retainers | Audit $12,500; T&C $10,000; N&CG $7,500; S&T $7,500 | Paid in cash, quarterly |
| Annual equity grant | $400,000 grant-date fair value | Standard annual grant |
| Director (2024) | Cash Fees | Stock Awards (RSUs) | Option Awards | Total |
|---|---|---|---|---|
| Julie McHugh | $83,417 | $199,997 | $199,992 | $483,406 |
Grant detail (2024): McHugh received 2,635 RSUs and options for 4,853 shares on May 9, 2024 (regular annual director grant).
Benchmarking and governance: An independent consultant (Pearl Meyer) benchmarked director pay versus the executive compensation peer group; the Board modestly increased director retainers for the 2024–2025 term.
Performance Compensation
- LNTH’s non‑employee director program does not include performance-contingent bonuses; equity is granted as time‑based RSUs and stock options under the director program.
- 2024 grant specifics (McHugh): 2,635 RSUs; 4,853 options; standard vesting per director program (not performance‑linked).
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Interlocks | LNTH discloses no Talent & Compensation Committee interlocks or insider participation; none of the T&C members are or have been LNTH officers. |
| Overboarding policy | Directors may not serve on >5 public company boards (≤2 other boards if a public company CEO). |
| Current outside boards (McHugh) | Ironwood Pharmaceuticals (Chair; N&G and Audit member); New Xellia Group A/S (Director); HealthCare Royalty Partners (Senior Advisory Board). |
Expertise & Qualifications
- Commercial and operating leadership across pharma/biotech/devices (Centocor/J&J, Endo, Astra‑Merck).
- Governance and ESG oversight (Chair, Nominating & Corporate Governance; Board-level ERM and compliance oversight).
- Compensation oversight (member, Talent & Compensation Committee).
- Public company board leadership (Chair, Ironwood).
- Education: MBA (St. Joseph’s University); BS (Penn State).
Equity Ownership
| Holder | Beneficially Owned Shares | % Outstanding | Notes/Breakdown |
|---|---|---|---|
| Julie McHugh | 33,848 | <1% | Includes 7,866 options exercisable within 60 days of Mar 3, 2025; excludes 2,635 unvested RSUs and 4,853 unvested options. Shares outstanding: 68,480,308. |
Ownership alignment and policies:
- Stock ownership guidelines require directors to hold shares equal to 3x annual Board cash retainer within five years; as of Dec 31, 2024, all directors had met the requirement or were within the compliance period.
- Hedging and pledging of company stock are prohibited for directors and employees.
Governance Assessment
Strengths
- Lead Independent Director with defined, robust responsibilities; presides over executive sessions; provides independent counterweight to management.
- Independent chairing of key governance committee (Nominating & Corporate Governance) with oversight of ERM, corporate responsibility/ESG, CEO succession, and whistleblower program.
- Compensation oversight experience as a member of the Talent & Compensation Committee; no interlocks disclosed.
- Active engagement in CEO succession; LID visibly fronting communications during 2025 leadership transition.
- Strong shareholder support for executive pay (97% “say‑on‑pay” approval at 2024 Annual Meeting), indicating constructive investor engagement under current oversight.
- Ownership alignment via stock ownership requirements and anti‑hedging/pledging policies.
Watch items
- Multiple external roles in the sector increase time‑commitment demands; LNTH maintains an overboarding policy to mitigate this risk. Monitoring workload relative to committee leadership and LID duties is prudent.
Director Compensation Structure Analysis
| Aspect | 2024 Observation |
|---|---|
| Mix (cash vs equity) | McHugh’s 2024 compensation was predominantly equity ($399,989 RSUs+options) vs. $83,417 cash; program targets $400k annual equity grant plus cash retainers. |
| Vehicles | Equity granted as time‑based RSUs and stock options; no director performance‑based equity. |
| Year‑over‑year policy change | Board member cash retainer increased to $60,000 (from $55,000) and Chair cash retainer increased in April 2024; equity grant sized at $400,000 FV. |
| Peer benchmarking | Director program reviewed by independent consultant (Pearl Meyer) alongside exec comp peers; adjustments approved by Board. |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: ~97% support at the 2024 Annual Meeting; 2025 advisory vote on NEO compensation placed on ballot.
- Shareholder engagement: Regular outreach through conferences, roadshows, HQ tours, and virtual calls.
Related‑Party Transactions & Protections
- Audit Committee oversees a written related‑person transaction policy; approval/ratification requires full disclosure of the nature of interest and material terms; conflicted committee members recuse.
- Code of Conduct and Supplemental Code of Ethics apply to directors; no waivers in 2024.
Compensation Committee Analysis (Context)
- Talent & Compensation Committee fully independent; remit includes HCM strategy, executive pay, plan administration, and legal/regulatory compliance; no interlocks.
- In 2024, the committee approved minor mid‑year adjustments to revenue and Bonus EPS targets (±0.5%/−2.8%) to reflect unanticipated transactions; Corporate Performance Factor approved at 119.2% for 2024 bonuses.
- Director pay uses the same peer benchmarking framework as executives; governance processes include independent advice and Board approval.
Education and Credentials
- MBA, St. Joseph’s University; BS, Pennsylvania State University.
Notes on Attendance and Independence
- 2024: Each director attended at least 75% of Board/committee meetings; the Board is majority independent (9 of 11).