Ray Kurzweil
UNITED THERAPEUTICSAbout Ray Kurzweil
Ray Kurzweil (age 77) has served as an independent director of United Therapeutics since 2002. He holds a B.S. in Computer Science and Literature from MIT and is an inventor and technology entrepreneur recognized with the National Medal of Technology, the MIT Lemelson Prize, and induction into the National Inventors Hall of Fame. He is Principal Researcher and AI Visionary at Google (since Jan 2013) and CEO of Kurzweil Technologies, Inc. (since 1995) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inforte Corp (public) | Director | Not disclosed | Prior public company board experience |
| Medical Manager Corporation (public) | Director | Not disclosed | Prior public company board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Director of Engineering; currently Principal Researcher and AI Visionary | 2013–present | AI leadership relevant to digital health and data science | |
| Kurzweil Technologies, Inc. | Chief Executive Officer | 1995–present | Technology development; commercialization of AI/telemedicine innovations |
Board Governance
- Independence: The Board determined Mr. Kurzweil is independent under Nasdaq listing standards .
- Committee assignments: None (not a member of Audit, Compensation, or Nominating & Governance) .
- Board attendance: Every director attended 100% of Board and committee meetings in 2023; independent directors met in executive session four times in 2023 .
- Lead Independent Director: Christopher Patusky serves as Vice Chair and Lead Independent Director .
- Governance practices: Board majority voting, proxy access, declassification completed, and high independence ratio (over 91%) .
Fixed Compensation
| Year | Cash Retainer (Board) | Committee Fees (if any) | Notes |
|---|---|---|---|
| 2024 | $60,000 | $0 (no committee roles) | Non-employee director cash program: Board $60k; Committee Chair $25k; Committee Member $15k; LID $35k . Mr. Kurzweil earned $60,000 cash in 2024 . |
| 2024 Non-Employee Director Compensation (USD) | Fees Earned or Paid in Cash | RSUs (grant-date fair value) | Stock Options (grant-date fair value) | Total |
|---|---|---|---|---|
| Ray Kurzweil | $60,000 | $198,458 | $181,109 | $439,567 |
- 2024 grant details: On July 25, 2024, directors received equity awards; option exercise price $336.37, option fair value $125.77, RSU fair value $336.37 .
- Program limits: Annual equity grant target $400,000; initial equity $400,000; annual cash cap $60,000 plus $40,000 for LID, $25,000 chair, $15,000 membership (as restated for 2025) .
Performance Compensation
| Element | Structure | Performance Metrics | Vesting |
|---|---|---|---|
| Director Equity Awards | Options and/or RSUs (director election: 100% options; 100% RSUs; or 50/50) | None (time-based awards for non-employee directors) | Fully vest on one-year anniversary of grant; options may fully vest upon death, disability, or change in control; annual grants on first Board meeting after AGM |
- Calculation methodology (2024 onward): Awards sized using closing price on grant date; options number based on Black-Scholes fair value; RSUs based on closing price; rounded to nearest ten shares .
- RSU deferral program is available to directors for share delivery post-vesting .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Inforte Corp | Prior | Director | None disclosed with UTHR |
| Medical Manager Corporation | Prior | Director | None disclosed with UTHR |
| Current employer (not a UTHR directorship) | Principal Researcher and AI Visionary | No related-party transactions disclosed in proxy; Audit Committee oversees any such approvals |
Expertise & Qualifications
- Deep technological expertise in artificial intelligence, telemedicine, and pharmaceutical R&D; 60+ years in AI with multiple inventions brought to market .
- Corporate leadership experience as CEO; prior public board governance experience .
- Board skills matrix emphasizes science/medicine, international perspective, and corporate responsibility among nominees; Kurzweil contributes technology vantage to medical applications .
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Apr 15/14, 2024/2025 |
|---|---|---|
| Beneficial Ownership – Shares | 57,110 | 45,290 (Apr 14, 2025) |
| Ownership % of Outstanding | <1% | <1% |
| Stock Options Held | 48,210 | 49,650 (Dec 31, 2024) |
| RSUs Held | 900 | 590 (Dec 31, 2024) |
| STAP Awards (cash-settled) | 15,000 | Not shown in 2025 table (program legacy disclosed in prior proxy) |
| Currently Exercisable Options | 45,930 (footnote for 2024 table) | Not disclosed in 2025 proxy table |
- Stock ownership guidelines: Non-employee director target = lesser of 5,000 shares or 5× annual cash Board retainer; all non-employee directors in compliance as of March 2025 .
- Hedging/pledging: Directors and executives prohibited from hedging and pledging of company stock .
Governance Assessment
- Alignment signals: Independent status; no committee roles minimizes conflict exposure; compliance with director ownership guidelines; high shareholder support on Say-on-Pay (over 94% in 2024; 97% in 2023), indicating investor confidence in compensation governance .
- Compensation structure: Cash retainer modest; equity grants are time-based and director-elected mix; 2024 methodology tightened to grant-date closing price for sizing—reduces discretion risk .
- Oversight considerations: Long tenure (since 2002) may raise refreshment/independence optics; however Board highlights ongoing refreshment and diversity, and maintains majority voting and executive sessions .
- Consultant independence: Compensation Committee engages Aon; additional services reviewed and deemed not impairing independence (fees detailed; conflicts assessed across SEC/Nasdaq factors) .
RED FLAGS: None disclosed specific to Mr. Kurzweil regarding related-party transactions, pledging/hedging, legal proceedings, or option repricing in the proxy materials. Audit Committee retains authority over related-party approvals . Equity awards follow one-year vesting and standard plan limits; no repricing without shareholder approval .
Investor take: Kurzweil’s AI expertise is strategically additive for UTHR’s telemedicine and data-centric initiatives; his lack of committee roles reduces direct influence over audit/comp governance but also minimizes conflict exposure. High Say-on-Pay support and strict ownership/anti-hedging policies bolster alignment .