Minnie Baylor-Henry
Lantheus HoldingsAbout Minnie Baylor-Henry
Independent director at Lantheus Holdings, Inc. (LNTH) since March 2022; age 77; serves on Nominating & Corporate Governance, Talent & Compensation, and Science & Technology committees . Former Worldwide VP, Regulatory Affairs at Johnson & Johnson Medical Devices & Diagnostics; National Director at Deloitte; FDA roles including Director of Division of Drug Marketing, Advertising, and Communications (1991–1999); President of B-Henry & Associates since 2015 . Education: Pharmacy (Howard University) and JD (Catholic University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. FDA | National Health Fraud Coordinator; Director, Division of Drug Marketing, Advertising, and Communications | 1991–1999 | Oversight of drug marketing/advertising compliance |
| Johnson & Johnson (MD&D) | Worldwide VP, Regulatory Affairs | — | Coordinated global regulatory strategy |
| Deloitte | National Director, Regulatory & Capital Markets Consulting | — | Regulatory/capital markets advisory |
| B-Henry & Associates | President | Since 2015 | Regulatory/compliance strategy consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apyx Medical | Independent Director | — | Current |
| Paratek Pharmaceuticals | Independent Director | — | Current |
| scPharmaceuticals | Independent Director | — | Current |
| Mass Eye & Ear Hospital | Director (non-profit) | — | Current |
| Howard University | Director (non-profit) | — | Current |
| Dress for Success Boston | Director (non-profit) | — | Current |
Board Governance
- Committee assignments: Talent & Compensation; Nominating & Corporate Governance; Science & Technology (member, not chair) .
- Independence: Board determined she is independent under Nasdaq and SEC rules; 9 of 11 directors independent in 2025; all key committees 100% independent .
- Attendance: In 2024, each director attended ≥75% of Board and committee meetings; Board held 9 meetings; committee meetings: Audit (4), Talent & Compensation (8), Nominating & Governance (7), Science & Technology (4) .
- Lead Independent Director framework in place (Julie McHugh) and executive sessions held regularly .
- Codes and policies: No code waivers in 2024; prohibition on hedging/pledging applies to directors; stock ownership guidelines for directors (3x annual cash retainer; 5x in prior year) .
Fixed Compensation
Annual director retainer structure (cash + equity retainer):
| Component | FY2024 | FY2025 |
|---|---|---|
| Board member cash retainer | $55,000 | $60,000 |
| Chair cash retainer | $117,500 | $125,000 |
| Lead Independent Director cash retainer | $95,000 | $95,000 |
| Audit Committee chair/member | $25,000 / $12,500 | $25,000 / $12,500 |
| Talent & Compensation chair/member | $20,000 / $10,000 | $20,000 / $10,000 |
| Nominating & Governance chair/member | $15,000 / $7,500 | $15,000 / $7,500 |
| Science & Technology chair/member | $15,000 / $7,500 | $15,000 / $7,500 |
| Annual equity grant (grant-date fair value) | $400,000 | $400,000 |
Director-specific cash and equity received (Minnie Baylor-Henry):
| Year | Fees Earned (Cash) | Stock Awards (FV) | Option Awards (FV) | Total |
|---|---|---|---|---|
| 2023 | $77,972 | $199,953 | $199,965 | $475,890 |
| 2024 | $83,417 | $199,997 | $199,992 | $483,406 |
Performance Compensation
Equity grants and award details (annual director grants):
| Grant Date | RSUs Granted | Options Granted | Notes |
|---|---|---|---|
| May 11, 2023 | 2,012 RSUs | 3,798 options | Regular annual director grant; unvested as of Dec 31, 2023 |
| May 9, 2024 | 2,635 RSUs | 4,853 options | Regular annual director grant; unvested as of Dec 31, 2024 |
Equity program uses RSUs and stock options for directors (time-based). For executives, PSUs are based 100% on relative TSR vs S&P Health Care indices; director awards are not performance-conditioned .
Other Directorships & Interlocks
- Talent & Compensation Committee interlocks: Company discloses “None”; no LNTH executive served on another company’s compensation committee where an LNTH committee member serves, and all committee members (including Baylor-Henry) are independent .
- Related party transactions: Audit Committee oversees a formal policy; transactions require disclosure and approval; no code waivers and prohibition on hedging/pledging reduce alignment risks .
Expertise & Qualifications
- Deep legal/regulatory compliance expertise; subject matter/meaningful experience across Legal/Regulatory/Compliance, Risk Management, Corporate Governance/ESG .
- Experience in research/clinical development oversight; sales/marketing oversight in life sciences .
- Public company governance experience; board roles in healthcare/life sciences firms .
Equity Ownership
| Metric | As of Dec 31, 2024 | As of Mar 3, 2025 |
|---|---|---|
| Beneficial ownership (shares) | — | 12,591 (less than 1%) |
| Exercisable options within 60 days | — | 7,866 |
| Unvested RSUs | 2,635 | — |
| Unvested options | 4,853 | — |
| Total outstanding options (incl. unvested) | 12,719 | — |
| Ownership guidelines status | Directors must hold ≥3x annual cash retainer (5x in 2023); compliance required within 5 years |
Insider Trades
| Filing Date | Form | Summary | Source |
|---|---|---|---|
| May 15, 2023 | Form 4 | Reported changes in beneficial ownership; aligns with May 11, 2023 annual director RSU/option grant | |
| Oct 13, 2023 | Form 4 | Late filing disclosing spouse IRA transactions; subsequently reported when identified | |
| May 16, 2025 | Form 4 | Statement of changes in beneficial ownership (annual cycle) |
Governance Assessment
- Board effectiveness: Active engagement across three committees; company conducts annual board and committee self-assessments with interviews; recent committee/board refresh and additions for expertise and succession planning .
- Independence and risk controls: Independent director; strong governance practices (majority voting, proxy access, no poison pill, 100% independent key committees, independent Lead Director, ERM oversight); insider trading policy prohibits hedging/pledging .
- Attendance/engagement: Meets participation expectations (≥75% attendance); regular executive sessions without management .
- Ownership alignment: Mandatory director stock ownership (3x cash retainer as of 2025; previously 5x) with 50% post-tax retention until compliant; annual equity grants in RSUs/options align incentives .
- Compensation committee quality: Uses independent consultant (Pearl Meyer); committee members independent; explicit disclosure of “no interlocks” .
- Shareholder signaling: Strong say‑on‑pay support (≈97% in 2024; 98% in 2023), indicating investor confidence in compensation governance .
- Red flags: 2023 delinquent Section 16(a) Form 4 related to spouse IRA transactions; corrected upon discovery—monitor for recurrence . No hedging/pledging allowed; related‑party transactions subject to Audit Committee approval policy .