Christopher Causey
UNITED THERAPEUTICSAbout Christopher Causey
Christopher Causey, age 62, has served on United Therapeutics’ (UTHR) board since 2003 and is an independent director with deep healthcare marketing and strategy experience; he holds a B.A. in Psychology from The College of Wooster and an M.B.A. from The George Washington University . He retired in 2021 after nearly two decades as Principal of the Causey Consortium, advising healthcare organizations, and previously served as Chief Marketing Officer at Definity Health . The board has determined he meets Nasdaq’s heightened financial sophistication requirements applicable to audit committee members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Causey Consortium | Principal | 2002–2021 | Provided strategy and marketing counsel across healthcare delivery, financing, and biotech; 30 years of sector experience cited in director qualifications . |
| Definity Health | Chief Marketing Officer | 2001–2002 | Senior healthcare marketing leadership; informs board oversight of commercialization . |
| Various healthcare companies | Senior marketing officer | Prior to 2001 | Broad applied marketing expertise supporting UTHR’s patient-centric growth . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The College of Wooster | Board of Trustees | Current | Higher education governance experience . |
| Data Sciences International, Inc. (private) | Director | 2008–2013 | Developer of wireless physiological monitoring solutions; private company board . |
Board Governance
- Committee assignments: Chair, Nominating and Governance Committee; Member, Audit Committee .
- Independence: Determined independent under Nasdaq listing standards; also meets audit committee heightened independence standards .
- Attendance: 100% attendance for Board and committee meetings in 2024; Board met 5 times, committees 14 total; independent directors held 4 executive sessions; 92% director attendance at the 2024 annual meeting .
- Engagement: Participated in 2024 shareholder outreach along with the Compensation Chair; outreach reached holders of ~70% of shares, with discussions representing ~28% of shares .
- Board structure: Combined Chair/CEO with robust Lead Independent Director role (held by Christopher Patusky); LID responsibilities include agenda approval, executive sessions, and shareholder liaison .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board annual cash retainer | $60,000 | Paid quarterly; non-employee director program . |
| Nominating & Governance Chair fee | $25,000 | Chair retainer paid quarterly . |
| Audit Committee membership fee | $15,000 | Member retainer paid quarterly . |
| Total cash fees earned (2024) | $100,000 | Reported “Fees Earned or Paid in Cash” for Causey . |
Performance Compensation
| Equity Element | Grant Date | Election/Form | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| Annual director grant | July 25, 2024 | RSUs (100%) | 1,190 | $400,280 | Fully vests 1-year from grant | Per director 2024 RSU fair value per share $336.37; Causey selected RSUs; count shown as of 12/31/2024 . |
| Deferral program (RSUs) | n/a | Available | n/a | n/a | Post-vest delivery deferral permitted | Directors may defer RSU share delivery under program terms . |
| Option program parameters | July 25, 2024 | Options (if elected) | n/a | n/a | 1-year vest for director awards | 2024 director option exercise price $336.37; Causey did not elect options in 2024 . |
Director equity awards are time-based; no performance metrics apply to non-employee director grants. The company sets a fixed annual equity value of $400,000 for directors, with director elections among RSUs, options, or 50/50 mix .
Other Directorships & Interlocks
| Company | Type | Current Role | Potential Interlock Risk |
|---|---|---|---|
| None disclosed (public boards) | Public | n/a | No public-company interlocks disclosed for Causey . |
| Data Sciences International | Private | Former Director | Private company; no UTHR-related transactions disclosed . |
| The College of Wooster | Non-profit | Trustee | Non-profit; no related-party transactions disclosed . |
Expertise & Qualifications
- Healthcare marketing and strategy expertise across delivery, financing, and biotech; enhances oversight of commercialization and patient access .
- Financial sophistication for audit committee service under Nasdaq standards; supports financial reporting oversight .
- Governance leadership as Nominating & Governance Chair, including oversight of executive succession, compliance, ERM, sustainability, and PBC reporting .
- Education: B.A. (Psychology), The College of Wooster; M.B.A., The George Washington University .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (Apr 14, 2025) | 21,555 shares | Less than 1% of outstanding shares; includes currently exercisable options . |
| Currently exercisable options | 17,880 | Included in beneficial ownership . |
| RSUs outstanding (12/31/2024) | 1,190 | Not counted in beneficial ownership until delivered . |
| Ownership guidelines | Lesser of 5,000 shares or 5x annual cash Board retainer | All non-employee directors in compliance as of March 2025 . |
| Hedging/pledging | Prohibited | Board policy prohibits hedging and pledging by directors and executives . |
Insider Trades
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filing timeliness (2024) | No delinquencies reported for Causey | Proxy discloses one late filing for Paul Mahon and prior issues for Louis Sullivan; none for Causey . |
| Hedging/Pledging | Prohibited | Insider trading policy; board-level prohibition . |
Governance Assessment
- Board effectiveness: Causey chairs Nominating & Governance (5 meetings in 2024) overseeing succession, enterprise risk, compliance, sustainability, and PBC reporting; also serves on Audit (5 meetings), reinforcing risk/compliance oversight .
- Independence and engagement: Independent director with 100% attendance and active shareholder engagement; supports investor confidence in oversight quality .
- Pay and alignment: Cash pay reflects role fees; equity is standardized ($400k), time-based with 1-year vest; director ownership guidelines met, with anti-hedging/pledging—alignment without excessive risk .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Causey; Audit Committee pre-approves and oversees any related-party matters .
- RED FLAGS: Long tenure (since 2003) may raise entrenchment concerns; mitigated by documented board refreshment policy and recent additions (e.g., Malcolm in 2024), plus majority independence .
- Shareholder sentiment: Say-on-Pay received over 94% support in 2024; consistent engagement led by committee chairs (including Causey) signals responsiveness .
Overall, Causey’s governance profile reflects strong committee leadership, financial sophistication, full engagement, and alignment mechanisms (ownership and equity design), with minimal conflict indicators; the primary watchpoint is extended tenure, which UTHR addresses through ongoing refreshment and breadth of independent oversight .