Richard Giltner
UNITED THERAPEUTICSAbout Richard Giltner
Richard Giltner (age 61) has served as an independent director of United Therapeutics since 2009. He is Chair of the Audit Committee and a member of the Nominating & Governance Committee; the Board has designated him an “audit committee financial expert.” He previously led global FX options at Société Générale’s investment bank, managed the European fund-of-hedge-funds office at Société Générale Asset Management, was a portfolio manager at Lyxor Asset Management, and has been a private investor since 2010; he holds a bachelor’s degree from Northwestern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lyxor Asset Management (Société Générale) | Portfolio Manager | 2009–2010 | Buy-side oversight; risk management in alternatives |
| Société Générale Asset Management | Managing Director; Head, Europe (fund of hedge funds) | 2006–2009 | Led EU platform; institutional client oversight |
| Société Générale (Investment Bank) | Global Head, FX Options | 2003–2006 | Built derivatives trading/risk infrastructure |
| Société Générale (various roles) | Managerial roles | 1991–2003 | International finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed in proxy for Mr. Giltner . |
Board Governance
-
Independence and roles
- Independent director; meets heightened Audit Committee independence standards (Exchange Act rules) and Nominating Committee independence (Nasdaq) .
- Audit Committee Chair; Nominating & Governance Committee member .
-
Attendance and engagement
- Board: 5 meetings; Audit Committee: 5; Nominating & Governance: 5 in 2024; directors achieved 100% Board and committee meeting attendance; independent directors held 4 executive sessions .
-
Board practices (signals)
- Majority independent board (>91%), majority voting, proxy access, independent committees, Lead Independent Director structure .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Policy/Rate | Notes |
|---|---|---|
| Board annual cash retainer | $60,000 | Paid quarterly |
| Audit Committee Chair fee | $25,000 | In lieu of member fee |
| Nominating & Governance Committee member fee | $15,000 | Paid in addition to board retainer |
| Total cash (Giltner actual) | $100,000 | Matches fees earned for 2024 |
Performance Compensation (Equity – 2024)
| Grant | Form | Grant date | Valuation basis | Amount/Units | Vesting | Notes |
|---|---|---|---|---|---|---|
| Annual director grant | RSUs | Jul 25, 2024 | RSU fair value = closing price $336.37 | $400,280 ≈ 1,190 RSUs | 100% on 1-year anniversary | Directors could elect options, RSUs or 50/50; Giltner’s 12/31/24 holdings show 1,190 RSUs from 2024 award . |
| Option grant (if elected) | Stock options | Jul 25, 2024 | Black‑Scholes; exercise price = closing price $336.37 | $0 (Giltner) | 1-year vest | Giltner elected RSUs only in 2024; option terms disclosed for program . |
Program design details
- Equity mix: directors may elect 100% options, 100% RSUs, or 50/50; annual target equity value $400,000; initial grant $400,000 (prorated for joiners) .
- Grant sizing: RSUs = value/closing price; options sized by Black‑Scholes (stock price = closing price on grant date); rounding to nearest 10 shares .
- Vesting: 2024 director awards cliff vest at one year; RSU deferral program available .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Giltner in the proxy . |
| Committee roles elsewhere | Not disclosed . |
| Interlocks/related networks | Not disclosed; Audit Committee approves related-party transactions per policy . |
Expertise & Qualifications
- Audit committee financial expert as defined by SEC; Board also confirmed his audit financial sophistication .
- Decades in international financial markets, derivatives, and asset management; perspective as institutional investor .
- Independence and governance credentials: Audit Chair; member, Nominating & Governance Committee .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 14, 2025) | 22,420 shares; “<1%” of shares outstanding . |
| Breakdown (12/31/2024) | Stock options: 5,000 (exercisable); RSUs: 1,190 outstanding . |
| Ownership guidelines | Directors must hold the lesser of 5,000 shares or 5x board cash retainer; all non-employee directors were in compliance as of Mar 2025 . |
| Hedging/pledging | Prohibited for directors and executives under company policy . |
Governance Assessment
Key positives for investor confidence
- Audit leadership and financial rigor: As Audit Committee Chair and SEC-designated financial expert, Giltner anchors financial reporting oversight; Audit Committee met 5 times in 2024 and oversees auditor independence, internal controls, IT/cyber and financial compliance .
- Independence and attendance: Independent under Nasdaq rules, with 100% Board and committee attendance in 2024, signaling strong engagement .
- Alignment and safeguards: Meaningful personal holdings (22,420 shares), RSU-based director pay with one-year vesting, stock ownership guidelines in compliance, and bans on hedging/pledging support alignment with shareholders .
- No conflicts flagged: Related-party transactions section shows no items involving Giltner; the only disclosed related transaction concerned the CEO’s family member employment; Section 16(a) delinquencies listed did not include Giltner .
Potential concerns / monitoring items
- None evident specific to Giltner. Overboarding risk appears low (policy caps at four public boards, and no other current public boards disclosed for him) . Say‑on‑pay support was strong (94% in 2024), indicating overall governance acceptance by investors, though it pertains to executive pay rather than director compensation .
RED FLAGS: None disclosed regarding attendance shortfalls, related‑party conflicts, option repricings, pledging/hedging, or Section 16 compliance for Mr. Giltner .
Sources
- Director slate, independence, committees, skills matrix, attendance, and Audit Committee charter responsibilities: .
- Biography and audit committee financial expert designation: .
- Non-employee director cash and equity program, 2024 cash/RSU line items, grant mechanics, vesting and deferral: .
- Beneficial ownership table (individual line items and percent outstanding): .
- Related-party transactions policy and disclosures: .
- Insider trading policy, hedging/pledging prohibition; governance best-practices: .
- Say‑on‑pay outcome (context): .