Louis Sullivan
UNITED THERAPEUTICSAbout Louis Sullivan
Dr. Louis W. Sullivan, M.D., age 91, has served on United Therapeutics’ Board since 2002 and is independent under Nasdaq standards; he currently serves on the Compensation Committee and the Nominating and Governance Committee . He is President Emeritus of Morehouse School of Medicine (founding President 1981–1989; President again 1993–2002), and previously served as U.S. Secretary of Health and Human Services (1989–1993) . He earned a bachelor’s degree from Morehouse College and his M.D. from Boston University; he is board-certified in internal medicine with a subspecialty in hematology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morehouse School of Medicine | Founding President; President; President Emeritus | Founding President 1981–1989; President 1993–2002; President Emeritus since 2002 | Led medical education and institution building; longstanding leadership in medical education |
| U.S. Department of Health and Human Services | Secretary | 1989–1993 | Federal health policy leadership; regulatory and public health oversight |
| Medical Education for South African Blacks, Inc. | Founder; Chair of Medical Education | Not specified | Advancing medical education access |
| Boy Scouts of America (National Executive Council) | Member | Not specified | Governance participation |
| Little League of America (Board of Trustees) | Trustee | Not specified | Community/education governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emergent BioSolutions, Inc. | Director | Since 2005 | Not disclosed; public company board experience |
| Henry Schein Cares Foundation | Co-Chair | Not specified | Philanthropy/healthcare access |
| Prior public company boards | Director | Various prior service at GM, Bristol Myers Squibb, Cigna, 3M, Henry Schein, Household International (now HSBC), Equifax, Georgia Pacific, BioSante Pharmaceuticals | Broad corporate governance across healthcare and industrials |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominating and Governance Committee .
- Independence: Determined independent; meets heightened independence standards for Compensation Committee and Nominating and Governance Committee .
- Attendance: Directors attended 100% of Board meetings (5 in 2024) and 100% of committee meetings (14 in 2024); independent directors held 4 executive sessions; 11 directors attended the 2024 Annual Meeting .
- Tenure: Director since 2002 (23 years as of the 2025 proxy) .
- Overboarding policy: Directors may serve on no more than four public company boards (including UTHR); all directors satisfy this policy .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $60,000 | Payable quarterly; applies to non-employee directors |
| Compensation Committee membership fee | $15,000 | Paid in addition to Board retainer |
| Nominating & Governance Committee membership fee | $15,000 | Paid in addition to Board retainer |
| Total cash fees earned (Sullivan, 2024) | $90,000 | Sum of Board retainer + two committee memberships |
Performance Compensation
| Equity Award (2024) | Value (Grant-date fair value) | Grant Date | Mechanics |
|---|---|---|---|
| RSUs (Sullivan) | $198,458 | July 25, 2024 | Fair value per RSU $336.37; fully vests one year after grant; directors may elect deferral of share delivery |
| Stock Options (Sullivan) | $181,109 | July 25, 2024 | Exercise price $336.37; options vest fully one year after grant; 10-year term typical under plan |
| Annual equity award design (program) | Target $400,000 | Annual (first Board meeting post-AGM) | Directors may elect 100% options, 100% RSUs, or 50/50; numbers determined via Black-Scholes (options) or closing price (RSUs) at grant; rounding to nearest 10 shares |
| Outstanding Holdings (as of 12/31/2024) | Count |
|---|---|
| Stock options (Sullivan) | 11,720 |
| RSUs (Sullivan) | 590 |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Noted |
|---|---|---|
| Emergent BioSolutions, Inc. | Current Director since 2005 | No related-party transactions with UTHR involving Sullivan disclosed |
| Multiple prior public company boards (GM, BMS, Cigna, 3M, Henry Schein, HSBC/Household, Equifax, Georgia Pacific, BioSante) | Prior Director | None disclosed vis-à-vis UTHR |
Expertise & Qualifications
- Physician and healthcare leader: Board-certified internal medicine with hematology subspecialty; extensive healthcare policy and regulatory experience (former HHS Secretary) .
- Academic leadership: Founding President and President Emeritus of Morehouse School of Medicine; deep experience in medical education governance .
- Public company governance: Significant experience across multiple public company boards; current director at Emergent BioSolutions .
- Committee suitability: Meets heightened independence standards for Compensation and Nominating & Governance Committees .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 13,480; less than 1% of outstanding shares |
| Footnote detail | Includes currently exercisable options to purchase 10,280 shares held indirectly by a trust over which Sullivan has sole investment and voting power |
| Director stock ownership guidelines | Lesser of 5,000 shares or a value equal to 5× annual Board cash retainer; all non-employee directors in compliance as of March 2025 |
| Hedging/pledging | Company prohibits hedging and pledging by directors and executives |
Governance Assessment
- Strengths: Longstanding healthcare and regulatory expertise supports oversight in a heavily regulated biopharma context; consistent independence and full attendance support board effectiveness; compensation for directors is predominantly equity, aligning incentives with shareholders .
- Alignment: Equity awards vest on a one-year schedule; directors can choose mix (RSUs/options), with annual target $400,000, reinforcing ownership culture; guidelines and anti-hedging/pledging policies strengthen alignment and risk control .
- Potential concerns: Very long tenure (since 2002) and advanced age may raise refreshment and succession considerations; UTHR has an explicit refreshment process and overboarding limits, and added new directors in recent years .
- RED FLAG: Historical Section 16(a) reporting delinquency—Sullivan failed to report ownership of 3,200 shares acquired prior to 2006; corrected as of December 18, 2024. No other delinquent filings noted for 2024; monitor for ongoing compliance .
- Conflicts: No related-party transactions involving Sullivan disclosed; related-party review policy in place under Audit Committee oversight .