Judy Olian
UNITED THERAPEUTICSAbout Judy Olian
Judy Olian, Ph.D., age 73, has served on United Therapeutics’ Board since 2015 and is currently a member of the Audit Committee . She is President of Quinnipiac University (since July 2018), and previously served as Dean of UCLA Anderson School of Management (2006–2018). She holds a B.S. in Psychology (Hebrew University, Jerusalem) and an M.S. and Ph.D. in Industrial Relations (University of Wisconsin–Madison). The Board determined she meets Nasdaq’s financial sophistication requirements for Audit Committee members, and she is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UCLA Anderson School of Management | Dean; John E. Anderson Chair in Management | 2006–2018 | Led one of the world’s leading business schools; expertise in organizational strategy and incentives |
| Penn State Smeal College of Business | Dean; Professor of Management | Not disclosed (prior to 2006) | Academic leadership; focus on top management teams |
| University of Maryland / Robert H. Smith School of Business | Faculty and executive roles | Not disclosed | Management and organizational design expertise |
External Roles
| Organization | Role | Type | Start Date |
|---|---|---|---|
| Quinnipiac University | President | Private university | July 2018 |
| Ares Management, L.P. | Director | Public company | Not disclosed (current) |
| Mattel, Inc. | Director | Public company | Not disclosed (current) |
| Hartford Healthcare | Director | Non-profit/health system | Since 2022 |
| AdvanceCT | Co-Chair (appointed by CT Governor) | Public-private entity | 2024 |
| Various advisory boards (U.S. Studies Centre – Univ. of Sydney; Peking Univ. Business School IAB; CT Governor’s Workforce Council; Business-Higher Education Forum; New Haven Promise; Catalyst) | Member | Advisory/non-profit | Not disclosed |
| AACSB International | Former Chair | Accreditation/think tank | Not disclosed |
Board Governance
- Independence: Olian is independent under Nasdaq listing standards; meets heightened independence standards for Audit Committee members .
- Committee assignments: Audit Committee member; Audit held 5 meetings in 2024 .
- Attendance: Every director attended 100% of Board and applicable committee meetings in 2024; Board held 5 meetings, committees held 14, and independent directors held 4 executive sessions (without management) .
- Lead Independent Director: Christopher Patusky (also Compensation Chair) .
- Audit Committee report: UTHR’s Audit Committee (including Olian) reviewed 2024 audited financials, internal controls, EY independence, and recommended inclusion of audited financial statements in the Form 10-K .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $60,000 | Paid quarterly |
| Audit Committee membership fee | $15,000 | Paid quarterly; chairs receive $25,000 (not applicable) |
| Lead Independent Director fee | N/A | Only for Lead Independent Director |
| 2024 fees earned (Olian) | $75,000 | Matches Board + Audit membership schedule |
Non-employee director cash levels and structure were unchanged in 2024; program largely unchanged since 2016 per Compensation Committee’s independent review .
Performance Compensation
| Item | Detail | Olian 2024 Award |
|---|---|---|
| Annual equity target value | $400,000 (director elects 100% options, 100% RSUs, or 50/50) | $400,280 RSUs; $0 options |
| Grant timing | First Board meeting after Annual Meeting; July 25, 2024 for directors | Granted July 25, 2024 |
| RSU valuation input | Closing price on grant date (change starting 2024) | $336.37 per share |
| RSU shares granted (derived) | Target value / share price with rounding | 1,190 RSUs (consistent with year-end holdings) |
| Vesting | Full vest on 1-year anniversary of grant | Vests July 25, 2025 |
| Options (if elected) | Strike = closing price; fair value via Black-Scholes; 1-year vest | Not elected |
| Deferral (RSUs) | Directors may defer share delivery post-vesting | Election not disclosed |
Company-level executive performance metrics (for context on pay-for-performance oversight): stock options tied to 3-year average cash profit margin; one RSU tranche tied to revenue growth; a second RSU tranche tied to R&D achievements; cliff vest at 3 years (applies to NEOs, not directors) .
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict with UTHR | Notes |
|---|---|---|
| Ares Management, L.P. | None disclosed | Financial sponsor/asset manager; no UTHR transactions disclosed |
| Mattel, Inc. | None disclosed | Consumer products; unrelated to UTHR operations |
| Hartford Healthcare | None disclosed | Healthcare provider; no related-party transactions disclosed |
Policy on overboarding limits directors to ≤4 public company boards (including UTHR); all directors comply . Olian’s current public boards (Ares, Mattel) plus UTHR total 3, within policy .
Expertise & Qualifications
- Academic and organizational design expertise focused on aligning strategy with HR systems and incentives; experience managing top management teams .
- Financial sophistication appropriate for Audit Committee service; public company board experience at Ares and Mattel .
- International background; multiple advisory leadership roles; prior AACSB Chair .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Judy Olian | 7,975 | <1% | Beneficial ownership includes exercisable rights within 60 days |
Director equity holdings as of Dec 31, 2024:
| Instrument | Quantity |
|---|---|
| Stock options | 2,320 |
| RSUs | 1,190 |
Director stock ownership guidelines: lesser of 5,000 shares or 5x annual cash Board retainer; as of March 2025, all non-employee directors were in compliance . Hedging and pledging by directors are prohibited under UTHR policy .
Governance Assessment
- Committee effectiveness: Active Audit Committee participation with full-scope oversight over financial reporting, internal controls, EY independence, and related-party approvals; Olian serves as a financially sophisticated, independent audit member .
- Independence, attendance, engagement: Independent under Nasdaq; 100% attendance across Board and committees in 2024; regular independent director executive sessions (4 in 2024) .
- Compensation alignment and ownership: Annual director equity of ~$400k with one-year vesting; 2024 RSU grant aligned to market methodology (closing price); compliance with ownership guidelines; hedging/pledging banned .
- Other boards and potential conflicts: Current public boards at Ares and Mattel; no related-party transactions disclosed involving Olian; within overboarding limits .
- Shareholder signals: 2024 Say-on-Pay received >94% support, indicating strong investor confidence in compensation governance overseen by independent directors .
Red Flags
- None disclosed specific to Olian: no related-party transactions, no hedging/pledging, no attendance issues, and no overboarding concerns .