Linda Maxwell
UNITED THERAPEUTICSAbout Linda Maxwell
Dr. Linda Maxwell (age 51) has served as an independent director of United Therapeutics since 2020, and is currently a member of the Audit Committee . She is a Harvard College and Yale Medical School graduate with an MBA from Oxford; a double board‑certified surgeon in Otolaryngology–Head & Neck Surgery and Facial Plastic & Reconstructive Surgery; and holds the ICD.D designation from the Institute of Corporate Directors . The Board determined she meets Nasdaq’s financial sophistication requirements for Audit Committee members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DCVC (Silicon Valley VC) | Operating Partner (governance and due diligence) | Since Mar 2021 | Portfolio governance and diligence focus |
| University of Toronto | Adjunct Professor of Surgery; Associate Scientist, Li Ka Shing Knowledge Institute | 2015 – Jan 2024 | Academic leadership; innovation |
| Toronto Metropolitan University (Ryerson) | Distinguished Visiting Professor | 2015 – Jan 2024 | Health innovation expertise |
| Biomedical Zone (Canada) | Founding & Executive Director | Since 2015 | Hospital‑embedded incubator; guided startups through clinical development, capitalization, commercialization |
| University of Oxford & UK NHS | Life sciences tech transfer portfolio manager | 2013 – 2014 | Patent strategy, spin‑out formation, early‑stage capital raising |
| Public Health Agency of Canada | Dept. Audit Committee member | Not disclosed | Audit/oversight experience |
| Canadian Medical Association; Canadian Space Agency | Advisor | Not disclosed | Health innovation advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ImmunityBio, Inc. | Director | Current | Public company board experience |
| Profound Medical Inc. | Director | Prior | Public company board experience |
Board Governance
- Committee assignments: Audit Committee member; Audit met 5 times in 2024; Audit responsibilities include oversight of financial reporting, internal controls, auditor independence, approval of related‑party transactions, and IT/cybersecurity risk .
- Independence: Listed as “IND” and serves on fully independent Board committees; Board >91% independent; Lead Independent Director in place (Christopher Patusky) .
- Attendance: 100% attendance at Board and committee meetings by all directors in 2024; Board held 5 meetings, committees held 14, and four executive sessions without management .
- Audit Committee effectiveness: Committee reviewed 2024 financials, internal controls, auditor plans, independence disclosures; recommended inclusion of audited financials in 2024 Form 10‑K; each member meets Nasdaq financial sophistication requirements .
- Stock ownership guidelines for directors: Lesser of 5,000 shares or five times annual cash Board retainer; all non‑employee directors were in compliance as of March 2025 .
- Hedging/pledging: Company policy prohibits hedging and pledging by executives and directors .
Fixed Compensation
| Component | Policy Terms | 2024 Actual – Maxwell |
|---|---|---|
| Annual cash retainer | Up to $60,000 cash per year | $75,000 cash (includes retainer and committee membership fee) |
| Committee membership fee | $15,000 per committee member | Included in $75,000 (Audit member) |
| Committee chair fee | $25,000 per chair | N/A (not a chair) |
| Lead Independent Director | +$40,000 | N/A |
| Special assignments | Up to $50,000 per year | None disclosed |
Performance Compensation
| Equity Type | Grant Date | Grant-Date Fair Value Inputs | 2024 Actual – Maxwell | Vesting/Performance Metrics |
|---|---|---|---|---|
| Stock Options | Jul 25, 2024 | Exercise price $336.37; grant-date fair value $125.77 per option | $363,475 option award value; RSUs $0 | Plan prohibits vesting prior to first anniversary, subject to limited exceptions; no director performance metrics disclosed (service-based vesting) |
| RSUs (if elected) | Jul 25, 2024 | Grant-date fair value $336.37 per RSU | $0 for Maxwell (directors may elect options and/or RSUs) | |
| Annual equity cap | Policy | Annual equity grants to non‑employee directors capped at $400,000 (plus pro‑rata in initial year) | Within cap based on 2024 values |
- Compensation consultant: Aon Human Capital Solutions advised on non‑employee director compensation; Compensation Committee determined Aon’s independence despite additional services; total 2024 fees for director/executive compensation advice $447,154 and $71,065 for Nominating & Governance engagements .
Other Directorships & Interlocks
| Company | Relationship to UTHR | Potential Interlock/Conflict Notes |
|---|---|---|
| ImmunityBio, Inc. | Unrelated public company | Disclosed as current public board; no related‑party transactions disclosed involving Maxwell . |
| Profound Medical Inc. | Prior public board | Prior directorship; no related‑party transactions disclosed involving Maxwell . |
Expertise & Qualifications
- Medical/healthcare expertise, entrepreneurship, governance, and Canadian regulatory familiarity; Board cites value of her health technology commercialization and Canadian regulatory knowledge .
- Determined financially sophisticated for Audit Committee membership .
- Board skills matrix emphasizes Financial Acumen, Science/Medicine, Healthcare, Corporate Responsibility/Resilience as important to oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Derivatives Held | RSUs Held |
|---|---|---|---|---|
| Linda Maxwell | 34,670 | <1% | 37,560 stock options (as of Dec 31, 2024) | 0 RSUs (as of Dec 31, 2024) |
- Ownership guideline compliance: All non‑employee directors compliant as of March 2025 .
- Pledging/hedging: Prohibited for directors; no pledges disclosed .
- Section 16(a): Company reports timely filings for fiscal 2024 by reporting persons except one NEO item; no delinquency noted for directors including Maxwell .
Governance Assessment
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Strengths: Independent status; Audit Committee service with confirmed financial sophistication; 100% attendance in 2024; adherence to director ownership guidelines; prohibition on hedging/pledging; conservative committee and risk oversight practices .
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Compensation alignment: Mix of modest cash ($75,000) and equity (options $363,475 in 2024), within policy caps; director equity awards appear service‑based rather than performance‑based, reducing pay risk but relying on long‑term share price alignment .
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Conflicts/related‑party: Audit Committee approves any related‑party transactions; 2024 disclosure notes a family employment case for the CEO’s family member, but no related‑party transactions involving Maxwell; hedging/pledging bans mitigate alignment risks .
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Board effectiveness signals: Full attendance and disciplined Audit oversight (EY independence, internal controls review) bolster investor confidence; robust governance practices (majority voting, proxy access, independent committees) provide accountability infrastructure .
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RED FLAGS: None disclosed specific to Maxwell (no attendance issues, no related‑party transactions, no pledging/hedging) .