Nilda Mesa
UNITED THERAPEUTICSAbout Nilda Mesa
Nilda Mesa, age 65, has served on United Therapeutics’ Board since 2018 and is currently an independent director serving on the Compensation Committee and the Nominating & Governance Committee. She is an adjunct professor at Columbia University and former Director of the NYC Mayor’s Office of Sustainability; she holds a J.D. from Harvard Law School and a B.A. from Northwestern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYC Mayor’s Office of Sustainability | Director; led OneNYC sustainability plan | 2014–2016 | Oversaw programs in climate, energy, sustainability, air quality, waste, green buildings, transportation, public education |
| Columbia University – School of International and Public Affairs | Adjunct Professor; Director, Urban Sustainability & Equity Planning Program (Center for Sustainable Urban Development) | Returned in 2016; prior service earlier | Academic leadership and program direction in urban sustainability and equity |
| Columbia University – Graduate School of Architecture, Planning, and Preservation | Adjunct Professor | Not disclosed | Teaching and research contributions |
| Columbia University | Founder, Office of Environmental Stewardship | Founded in 2006 | Established one of the first U.S. university environmental stewardship offices |
| Columbia Journalism School | Chief Administrative Officer | 2012–2014 | Administrative leadership |
| SciencesPo (Paris Institute of Political Studies) | Visiting professor and lecturer | 2018–2021 | International academic engagement |
| U.S. Government (CEQ, USAF, EPA); California Attorney General’s Office | Environmental leadership roles; practiced law | Not disclosed | Government, regulatory, and legal leadership in environment/energy |
External Roles
| Organization | Role | Committee Positions |
|---|---|---|
| Columbia University | Adjunct Professor; Program Director | Not disclosed |
| SciencesPo (2018–2021) | Visiting Professor/Lecturer | Not disclosed |
| Other public company boards | None disclosed in proxy | — |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominating & Governance Committee .
- Independence: Classified as independent under Nasdaq; meets heightened independence standards for Compensation Committee and independence standards for Nominating & Governance Committee .
- Attendance: Board held 5 meetings and committees held 14 meetings in 2024; every director attended 100% of Board and relevant committee meetings .
- Engagement: Compensation Committee met 4 times and Nominating & Governance Committee met 5 times in 2024; Mesa is a listed member on both .
- Compensation Committee governance: Committee oversees executive/board compensation, clawback administration, CEO evaluation, and human capital/inclusion oversight; Mesa is a signatory to the Compensation Committee report .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board annual cash retainer | $60,000 | Program level |
| Committee membership fees | $30,000 | $15,000 per committee; Mesa serves on two committees |
| Total cash fees (Mesa) | $90,000 | As reported in 2024 non‑employee director compensation table |
- Director cash program unchanged in 2024; methodology update used closing price on grant date to determine equity quantities .
- Plan-level cap: Non-employee director cash compensation per calendar year capped at $60,000 plus $15,000 per committee and $40,000 for Lead Independent Director; special assignments up to $50,000 .
Performance Compensation
| Grant Detail | Value / Metric | Vesting / Terms |
|---|---|---|
| Annual equity grant (Mesa) – RSUs | $198,458 (aggregate grant-date fair value) | RSUs vest fully one year from grant date; deferral program available for directors who elect RSUs |
| Annual equity grant (Mesa) – Stock options | $181,109 (aggregate grant-date fair value) | Options vest fully one year from grant date; exercise price = closing price on grant date |
| 2024 grant date (annual director awards) | July 25, 2024 | Company-wide annual director grants on first Board meeting post-Annual Meeting |
| RSU per-share fair value (2024 grants) | $336.37 | Closing price basis |
| Option exercise price (2024 grants) | $336.37 | Closing price basis |
| Option per-award fair value (2024 grants) | $125.77 | Black‑Scholes‑Merton methodology |
- Directors may elect 100% options, 100% RSUs, or 50/50 split for annual grants; aggregate annual equity value is $400,000; initial new director grant also $400,000 plus pro rata for remainder of service year .
- Options/RSUs grant timing and vesting: Annual awards granted at first post-Annual Meeting Board meeting; one‑year cliff vest; rounding to nearest 10 shares; exercise price set at closing price on grant date .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | No other public-company directorships disclosed for Mesa in proxy |
- Overboarding policy caps service at ≤4 public company boards (including UTHR); all directors satisfy policy .
Expertise & Qualifications
- Environmental stewardship, energy, and sustainability executive leadership across city, state, national, and global contexts .
- Academic leadership and program direction in urban sustainability and equity; extensive international experience .
- Legal background and prior government/regulatory roles (CEQ, USAF, EPA, California AG) .
- Publications: Co‑author of “Collaborating for Climate Resilience” (2021); contributor to “Smarter New York City” (2019) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership – shares | 31,558 | As of April 14, 2025 |
| Percent of shares outstanding | <1% (listed as “*”) | Based on 45,092,551 shares outstanding |
| Currently exercisable options included | 26,030 | Count included in beneficial ownership |
| Total stock options outstanding (12/31/2024) | 27,470 | Director-level option holdings |
| RSUs outstanding (12/31/2024) | 590 | Director-level RSU holdings |
| Stock ownership guideline | Lesser of 5,000 shares or 5× annual cash Board retainer | Director guideline |
| Guideline compliance | All non‑employee directors in compliance as of March 2025 | Committee oversight of compliance |
| Hedging/pledging | Prohibited for directors under company policy | No pledging; hedging restrictions |
Governance Assessment
- Strengths: Independent status; dual committee assignments (Compensation; Nominating & Governance); 100% meeting attendance in 2024; adherence to director stock ownership guidelines; and alignment with corporate responsibility/public benefit oversight through Nominating & Governance .
- Director pay structure: Balanced cash retainer plus annual equity; transparent methodology; annual equity vests in one year; no option repricing without shareholder approval; no excessive perquisites; hedging/pledging prohibited—supportive of investor alignment .
- Conflicts/related-party exposure: Proxy discloses related-party review policy; no Mesa-specific related-party transactions disclosed; Audit Committee pre-approves transactions and oversees related-party approvals .
- Shareholder sentiment signal: Company’s 2024 Say‑on‑Pay received over 94% support, indicating broad investor confidence in compensation governance (Mesa sits on the Compensation Committee) .
RED FLAGS: None disclosed specific to Mesa (no pledging; no related-party transactions; full attendance; independent status) .