Jan Malcolm
UNITED THERAPEUTICSAbout Jan Malcolm
Jan Malcolm, age 68, joined United Therapeutics’ Board in 2024 and is classified as an independent director under Nasdaq standards. She is a nationally recognized public health leader, twice serving as Minnesota’s Commissioner of Health (1999–2003; 2018–Jan 2023), with prior executive roles at Allina Health and as CEO of Courage Center; she holds a BA in philosophy and psychology from Dartmouth and received the AMA Award for Outstanding Government Service in Feb 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Minnesota Department of Health | Commissioner of Health | 1999–2003; 2018–Jan 2023 | Led COVID-19 response; expanded testing capacity; advanced health disparities agenda |
| Allina Health | Vice President | 1994–1999; 2013–2016 | Oversaw communications, public affairs, government relations, policy, community relations, philanthropy |
| Courage Center | Chief Executive Officer | 2005–2013 | Led rehabilitation provider serving 12,000+ patients annually |
| University of Minnesota School of Public Health | Adjunct Faculty; co-directed RWJF program | Pre-2018 | Research and leadership development in public health |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Medical Association | AMA Award for Outstanding Government Service (recipient) | Feb 2024 | National recognition for government service |
| (Public company directorships) | None disclosed | — | No current other public boards listed in UTHR proxy |
Board Governance
- Committee assignments: None as of the 2025 proxy; not listed on Audit, Compensation, or Nominating & Governance .
- Independence: Determined independent under Nasdaq listing standards .
- Attendance: Every director attended 100% of Board and applicable committee meetings in 2024; Board held 5 meetings and committees held 14 .
- Tenure: Director since 2024 .
- 2025 shareholder vote: Jan Malcolm received 39,688,758 votes “For” vs 500,264 “Against” (abstentions 17,691) in the June 26, 2025 annual meeting .
Fixed Compensation
- Director compensation structure (2024 levels):
- Annual cash Board retainer: $60,000; Committee chair: $25,000; Committee membership: $15,000; Lead Independent Director: $35,000 .
- Annual equity value: $400,000; initial equity upon appointment: $400,000 plus pro‑rata annual value; equity form elected as RSUs, options, or 50/50 mix; awards vest fully one year from grant .
- Jan Malcolm – 2024 cash earned:
- Fees earned or paid in cash: $30,824 .
- Note: Lower cash reflects mid‑year appointment (June 26, 2024) and no committee roles .
Performance Compensation
- 2024 equity awards to directors: RSUs priced at closing stock price on grant date; options priced at closing stock price and valued via Black‑Scholes; vesting fully one year from grant .
- Jan Malcolm – 2024 equity details:
- RSUs (grant date fair value): $399,397 .
- Stock options (grant date fair value): $364,953 .
- Appointment grant terms (June 26, 2024): Option exercise price $318.95; option Black‑Scholes fair value $120.95; RSU grant date fair value $318.95; vest one year from grant .
- Annual grants (board-wide July 25, 2024): Option exercise price $336.37; option fair value $125.77; RSU fair value $336.37; vest one year from grant .
| Award Type | Grant Context | Exercise/Share Price | Grant-Date Fair Value per Unit | Aggregate Grant-Date Fair Value (Jan Malcolm, 2024) | Vesting |
|---|---|---|---|---|---|
| RSUs | Appointment (June 26, 2024) | $318.95 | $318.95 | $399,397 | 1-year from grant |
| Stock Options | Appointment (June 26, 2024) | $318.95 | $120.95 | $364,953 | 1-year from grant |
| RSUs | Annual (July 25, 2024) | $336.37 | $336.37 | Included in RSU total above | 1-year from grant |
| Stock Options | Annual (July 25, 2024) | $336.37 | $125.77 | Included in option total above | 1-year from grant |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Jan Malcolm in the proxy .
- Interlocks/conflicts: No related-party transactions involving Jan Malcolm disclosed; Audit Committee approves related-party transactions . Skip if not disclosed.
Expertise & Qualifications
- Government and regulatory expertise: Deep public health leadership and regulatory experience—valuable for oversight of compliance and enterprise risk in biopharma .
- Operational leadership: Managed complex organizations (MDH budget >$600M pre‑COVID; scaled staffing during pandemic) .
- Health equity alignment: Focus aligns with UTHR’s public benefit purpose .
- Board skills context: Governance framework emphasizes government/regulatory experience and corporate responsibility oversight; Board includes these skills .
Equity Ownership
- Beneficial ownership (as of April 14, 2025): Jan Malcolm reported “—” shares beneficially owned; percentage “*” less than 1% (no options exercisable within 60 days; director awards vest one year) .
- Outstanding awards (Dec 31, 2024):
- Stock options: 2,960
- RSUs: 1,220
- Director awards vest fully one year from grant .
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | — | Less than 1% of outstanding shares; director awards not yet vested/exercisable within 60 days of April 14, 2025 |
| Stock options (outstanding) | 2,960 | 1‑year vest from grant (June 26, 2024 and July 25, 2024 grants) |
| RSUs (outstanding) | 1,220 | 1‑year vest from grant |
| Director stock ownership guideline | Lesser of 5,000 shares or 5× annual cash retainer | All non‑employee directors in compliance as of March 2025 |
| Hedging/pledging policy | Prohibited for directors and officers | Alignment-positive control |
Fixed Compensation
| Component | 2024 Program Level | Jan Malcolm 2024 Actual |
|---|---|---|
| Board cash retainer | $60,000 | $30,824 (pro‑rated on mid‑year appointment) |
| Committee chair fee | $25,000 | $0 (no chair role) |
| Committee membership fee | $15,000 | $0 (no membership) |
| Lead Independent Director fee | $35,000 | $0 (not applicable) |
Performance Compensation
| Equity Component | 2024 Program Design | Jan Malcolm 2024 Detail |
|---|---|---|
| Annual equity | $400,000 value; RSUs, options, or 50/50; priced at closing price; options valued via Black‑Scholes; 1‑year vest | RSUs $399,397; options $364,953; appointment grant: options at $318.95 (fair value $120.95), RSUs at $318.95; annual grant: options at $336.37 (fair value $125.77), RSUs at $336.37; 1‑year vest |
AGM Voting – Confidence Signal
| Nominee | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Jan Malcolm | 39,688,758 | 500,264 | 17,691 | 1,296,357 |
Governance Assessment
- Strengths
- Independence confirmed; no disclosed related‑party transactions involving Jan; hedging/pledging prohibited for directors—positive alignment .
- 100% meeting attendance by all directors in 2024 indicates engagement; Jan’s election received strong shareholder support in 2025 .
- Public health and regulatory expertise enhances Board oversight of compliance, risk management, and PBC objectives—fit to UTHR’s mission .
- Stock ownership guidelines in place and directors compliant as of March 2025—alignment mechanism .
- Watch items
- No committee assignments yet; future placement (e.g., Nominating & Governance or Risk/Compliance interfaces) could better leverage her regulatory expertise .
- Beneficial equity ownership as of April 2025 reflects unvested awards; monitor progression to vested holdings for long‑term alignment .