Samuel Leno
Director at LNTH
Board
About Samuel Leno
Independent director at Lantheus (LNTH) since May 2012 and current Audit Committee Chair, Samuel Leno is a veteran healthcare and industrial finance operator with 40+ years of CFO/COO experience at complex multinationals. He is 79 years old, holds a B.S. in Accounting (Northern Illinois University) and an MBA (Roosevelt University), and is deemed an SEC “Audit Committee Financial Expert,” underscoring deep accounting, audit oversight, and corporate finance expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Scientific | EVP & Chief Operations Officer (most recent); previously EVP, Finance & Information Systems and CFO | Retired Dec 2011 | Senior operating and finance leadership at global medical device firm |
| Zimmer Holdings | EVP, Finance & Corporate Services and CFO | — | Led finance at orthopedics company |
| Arrow Electronics; Corporate Express; Coram Healthcare | Chief Financial Officer (various) | — | Multi-industry CFO roles |
| Baxter International; American Hospital Supply | Senior financial positions | — | Progressive finance leadership in healthcare supply/medtech |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| GCM Manufacturing | Director; Audit Committee Chair | Current | Serves on board and chairs audit committee |
| Zest Anchors, Inc. | Chair of Board; Audit Committee Chair | Prior | Board leadership and audit oversight |
| Omnicare | Director; Audit Committee member | Prior | Public company board service (historical) |
| TomoTherapy, Inc. | Director; Audit Committee member | Prior | Public company board service (historical) |
| Endotronix, Inc. | Director | Prior | Medtech board experience |
Board Governance
- Class I director; standing for re‑election at the 2025 Annual Meeting for a term expiring at the 2028 meeting.
- Independence: The Board affirmed all directors except the CEO and current Chair are independent; Leno is independent under Nasdaq and Exchange Act rules.
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance (NCG) Committee member.
- Audit Committee remit includes financial reporting integrity, internal controls, auditor oversight, IT/cybersecurity, and related-person transaction policy oversight; Leno is designated an SEC “Audit Committee Financial Expert.”
- NCG remit covers governance guidelines, ERM/ESG oversight, CEO succession, compliance, and whistleblower program oversight.
- Lead Independent Director: Julie McHugh; independent directors hold private executive sessions at most Board meetings (no less than twice per year).
- 2024 meetings/attendance: Board (9), Audit (4), Talent & Compensation (8), NCG (7), Science & Technology (4); each director attended at least 75% of applicable meetings; all then‑serving directors attended the 2024 annual meeting.
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash | Source |
|---|---|---|
| 2024 | $94,667 |
Director fee schedule (April 2024–April 2025 term):
| Body/Role | Chair Cash Retainer | Lead Independent Director Cash Retainer | Member Cash Retainer | Annual Equity (Grant-Date Fair Value) |
|---|---|---|---|---|
| Board of Directors | $125,000 (increased from $117,500) | $95,000 | $60,000 (increased from $55,000) | $400,000 |
Committee cash retainers:
| Committee | Chair | Member |
|---|---|---|
| Audit | $25,000 | $12,500 |
| Talent & Compensation | $20,000 | $10,000 |
| Nominating & Corporate Governance | $15,000 | $7,500 |
| Science & Technology | $15,000 | $7,500 |
Notes: No meeting fees disclosed; directors reimbursed for out‑of‑pocket expenses.
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares/Options | Grant-Date Fair Value | Notes |
|---|---|---|---|---|
| May 9, 2024 | RSUs | 2,635 | $199,997 | Annual director grant (unvested as of 12/31/24) |
| May 9, 2024 | Stock Options | 4,853 | $199,992 | Annual director grant (4,853 unvested as of 12/31/24); strike/expiration not disclosed |
2024 total equity vs. cash mix for Leno: equity awards $399,989 vs. cash $94,667 (equity ≈ 81% of total), aligning director pay with shareholder outcomes.
Other Directorships & Interlocks
- Current public company directorships: None disclosed besides LNTH.
- Compensation Committee interlocks: The proxy reports no interlocks/insider participation for the Talent & Compensation Committee.
Expertise & Qualifications
- Audit/Accounting, Corporate Finance & Capital Markets: Subject Matter Expertise (SME).
- Director/officer of public companies; Life sciences/healthcare; C‑suite leadership; Strategy; Human capital; Risk assessment/management: SME.
- Corporate Governance & ESG: SME.
- Technology, Cybersecurity & Data Privacy: SME.
- Manufacturing/Procurement/Supply Chain: SME.
- Legal/Regulatory/Compliance: Meaningful experience.
Equity Ownership
| Holder | Beneficially Owned Shares | Ownership % of Outstanding | Breakdown | Notes |
|---|---|---|---|---|
| Samuel Leno | 61,735 | <1% | Includes 3,798 shares via options exercisable within 60 days; excludes 2,635 unvested RSUs and 4,853 unvested options | As of record date March 3, 2025; 68,480,308 shares outstanding |
| Stock ownership guidelines (Directors) | — | — | Must hold shares equal to 3x annual director cash retainer within 5 years; retain 50% of after-tax shares until compliant | All directors either compliant or within 5‑year window as of 12/31/24 |
| Hedging/Pledging | — | — | Prohibited for directors and employees | Company policy |
Section 16 compliance: The proxy lists three late Form 4s by other insiders in 2024; Leno is not named among delinquent filers.
Governance Assessment
- Strengths
- Long-tenured audit leader with SEC “Financial Expert” status and explicit remit over financial reporting, internal controls, cybersecurity, and related‑party policy—supports credible oversight of key investor‑sensitive risks.
- Pay alignment: ~81% of 2024 director pay in equity; ownership guidelines at 3x cash retainer with retention requirements until compliant.
- Independence affirmed; committees are 100% independent; active executive sessions overseen by a Lead Independent Director.
- No Section 16 delinquency noted for Leno; hedging/pledging prohibited by policy.
- Potential watch items
- Refreshment considerations: Leno has served since 2012; while the Board has added new directors and restructured committees in 2024–2025, long tenure can attract investor scrutiny on independence and succession planning.
- Limited disclosure on director equity award vesting and option terms (strike/expiration) constrains fine-grained assessment of time‑based vs. performance‑conditioned alignment—monitor future proxy detail.
- Contextual signals
- Director cash fees modestly increased in 2024 (Board member $55k→$60k; Chair $117.5k→$125k), consistent with peer benchmarking by independent consultant (Pearl Meyer).
- 2024 say‑on‑pay support ~97%, indicating broad investor support for compensation governance and oversight.
Appendix: Board Service Snapshot (Lantheus)
| Attribute | Detail |
|---|---|
| Class/Term | Class I; up for election at 2025 meeting (for term to 2028) |
| Committees | Audit (Chair); Nominating & Corporate Governance (Member) |
| Attendance | Board met 9x; each director ≥75% attendance; all directors attended 2024 annual meeting |
| Independence | Independent (Board: 9/11 independent; all committees fully independent) |
| Lead Independent Director | Julie McHugh; presides over executive sessions |
| Indemnification | Standard director indemnification agreements in place |