Christopher Patusky

About Christopher Patusky

Christopher Patusky, J.D., M.G.A., age 61, has served on United Therapeutics’ board since 2002 and is currently Vice Chair of the Board and Lead Independent Director; he chairs the Compensation Committee and serves on the Nominating & Governance Committee . He holds a J.D. from Harvard Law School and a master’s in governmental administration from the University of Pennsylvania, with 35 years of private, public, and non-profit experience spanning law, regulation, real estate, and governance .

Past Roles

External Roles

Board Governance

• Roles and independence: Lead Independent Director (selected annually by independent directors), Vice Chair; independent under Nasdaq standards and meets heightened independence for compensation and nominating committees .
• Committee assignments: Compensation Committee Chair; Nominating & Governance Committee member .
• Lead Independent Director responsibilities: coordinates independent directors, approves agendas/schedules, chairs meetings without the Chair/CEO, liaises with management and major shareholders, and can call executive sessions .
• Attendance and engagement: 2024 board met 5 times and committees 14 times; directors had 100% attendance; independent directors held 4 executive sessions; Patusky directly participated in shareholder outreach calls in 2024 alongside committee chairs .
• Overboarding policy: cap of four public company boards (since 2020); all directors in compliance .
• Risk oversight: Committees oversee financial, compensation-related, compliance, ERM, and sustainability risks; NGC (of which he is a member) oversees ERM, compliance, and PBC/sustainability reporting .
• Governance practices: majority voting, proxy access, fully independent committees, stock ownership guidelines, prohibition on hedging and pledging by directors and executives, clawback policy adopted in 2023 (administered by Compensation Committee in consultation with Audit Committee) .

Fixed Compensation

• 2024 non‑employee director fee schedule:
  • Board annual cash retainer: $60,000; Lead Independent Director: $35,000 (in addition to board retainer); Committee Chair: $25,000; Committee Member: $15,000 .
  • Note: 2025 plan amendment revises the non‑employee director program to increase the Lead Independent Director retainer by $5,000 per year .

Performance Compensation

• Director equity program (non‑employee):
  • Annual equity grant value: $400,000; director can elect 100% options, 100% RSUs, or 50/50; options priced at closing price on grant date; RSUs valued at closing price; one‑year vesting; RSU delivery can be deferred per program .
  • Stock ownership guidelines for directors: lesser of 5,000 shares or 5× annual cash board retainer; all non‑employee directors compliant as of March 2025 .

• Executive incentive metrics overseen by Compensation Committee (context for pay‑for‑performance under Patusky as Chair): | 2024 Metric (Weight) | Target | Actual 2024 | Attainment/Credit | Financial Multiplier | |---|---:|---:|---|---:| | Cash Profit Margin (25%) | 50% (target); 60% (max) | 64% | 100% credit (exceeded max) | 100% | | Revenue (25%) | $2.6B (target); $2.8B (max) | $2.877B | 100% credit (exceeded max) | 100% | | Manufacturing (25%) | Two‑year inventory, pass FDA GMP inspections | Achieved | 100% credit | — | | R&D (25%) | Point‑based target (e.g., late‑stage/IND milestones) | 31 points vs 25 target | 100% credit | — | | Total | — | — | 100% Milestone attainment | 300% overall (1+100%+100%) |

• Say‑on‑Pay and shareholder feedback: 2024 Say‑on‑Pay approval exceeded 94%; company maintained 100% performance‑based LTI for NEOs and engaged investors twice in 2024 with board‑level participation (including Patusky) .

Other Directorships & Interlocks

Expertise & Qualifications

• Legal, regulatory, governance, and financial sophistication; determined to meet Nasdaq financial sophistication criteria for audit committee members (though he does not serve on Audit) .
• Proven public sector policy and real estate execution (TOD law), performance management implementation, and international regulatory engagement (FCC/ITU telecom) .
• Leadership of Compensation Committee and service on Nominating & Governance Committee demonstrate depth in executive compensation design, clawback oversight, HCM and inclusion, succession planning, and sustainability/PBC oversight .

Equity Ownership

Governance Assessment

• Strengths

  • Independent Vice Chair and Lead Independent Director with clearly defined authority enhancing board oversight of a combined Chair/CEO structure .
  • Compensation Committee Chair with strong pay‑for‑performance orientation; 2024 incentives tied to rigorous financial and operational metrics with maximum performance achieved; robust shareholder support (>94%) .
  • 100% board and committee attendance; active in shareholder engagement; independent committees; stock ownership guidelines; clawback; anti‑hedging/pledging .
  • NGC oversight of ERM, compliance, and PBC/sustainability; board executes regular executive sessions without management .

• Potential Watch Items

  • Long board tenure (since 2002) can raise independence‑perception concerns among some investors; mitigated by strong independent leadership, active refreshment (new directors in 2018, 2020, 2024), and majority of independent directors .
  • Director pay level is competitive and equity‑heavy; 2025 increase to LID retainer (+$5,000) modest but should be monitored versus peers to avoid escalation; overall director compensation program unchanged materially since 2016 with transparent RSU/option valuation methodology .

• Conflicts and Related‑Party Exposure

  • No related‑party transactions disclosed involving Patusky; Audit Committee administers a formal related‑party review policy. A 2024 related‑party item involved a family member of the CEO (not a director committee member) employed at the company .
  • No Section 16(a) delinquency noted for Patusky; one late filing noted for another executive, and a historical reporting correction for another director, both disclosed .

• Consultant Independence

  • Aon serves as the independent compensation consultant; Compensation Committee evaluated and determined Aon’s independence despite other services provided to the company and affiliates (fees disclosed); no conflicts found .