Tommy Thompson
UNITED THERAPEUTICSAbout Tommy Thompson
Tommy Thompson (age 83) is an independent director of United Therapeutics, serving since 2010. He is a former Governor of Wisconsin (1987–2001) and former U.S. Secretary of Health and Human Services (2001–2005), with a J.D. from the University of Wisconsin–Madison. He also served as Interim President of the University of Wisconsin System (July 2020–March 2022), and has private-sector experience at Akin Gump and the Deloitte Center for Health Solutions, bringing deep government/regulatory, legal, and healthcare governance expertise to UTHR’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Wisconsin | Governor | 1987–2001 | Led state reforms, healthcare expansion |
| U.S. Department of Health and Human Services | Secretary | 2001–2005 | National leadership on health policy |
| University of Wisconsin System | Interim President | Jul 2020–Mar 2022 | Higher-ed leadership |
| Akin Gump Strauss Hauer & Feld LLP | Partner; later Adjunct Senior Advisor | 2005–2012; 2017–2020 | Healthcare/legal advisory |
| Deloitte Center for Health Solutions | Independent Chair | 2005–2009 | Health solutions thought leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| TherapeuticsMD, Inc. (TXMD) | Chairman of the Board; Director | Chair since Mar 2024; Director since 2012 | Audit Committee member; Audit committee financial expert |
| Healthpeak Properties, Inc. | Director | Current | Board service; committee details not disclosed in UTHR proxy |
| Other prior public boards | Director (various) | Prior service | Centene, C.R. Bard, Physicians Realty Trust, etc. |
Board Governance
- Committee assignments: Audit Committee member at UTHR; the committee met 5 times in 2024 and oversees financial reporting, internal controls, IT/cybersecurity, and related-party transactions .
- Independence: UTHR’s board is >91% independent; Thompson is independent under Nasdaq rules and meets heightened audit committee independence standards .
- Attendance and engagement: In 2024, every director attended 100% of board and relevant committee meetings; the board held four executive sessions of independent directors, and 11 of 12 directors attended the annual meeting (92%) .
- Overboarding policy: UTHR caps at four public boards; all directors, including Thompson, comply .
- Lead Independent Director: Christopher Patusky serves as LID, coordinating independent director activities and agendas .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Non-employee director base retainer |
| Audit Committee membership fee | $15,000 | Committee member retainer |
| Total cash fees (Thompson) | $75,000 | Matches fees earned in 2024 |
| Meeting fees | $0 | No per-meeting fees |
Program design notes:
- Non-employee director compensation reviewed biennially; no changes to pay levels in 2024 .
- Cash caps: $60,000 base plus $25,000 for committee chairs, $15,000 for committee membership; LID cash add-on and special assignment caps apply (Thompson is not LID nor a chair) .
Performance Compensation
| Item | Value/Terms | Notes |
|---|---|---|
| Annual equity grant target | $400,000 | Directors elect 100% options, 100% RSUs, or 50/50 mix; determined using closing stock price/Black-Scholes inputs |
| Thompson 2024 equity | $363,475 (options); $0 (RSUs) | He elected options-only; exercise price $336.37; option fair value $125.77 per share |
| Vesting | 1-year cliff | 2024 non-employee director awards vest one year from grant date |
| RSU deferral program | Available | Directors may defer RSU settlement post-vesting |
Notes: UTHR director equity awards are time-based (not tied to performance metrics), vesting after one year; no meeting-based fees; counts are determined from closing price/fair value methodologies .
Other Directorships & Interlocks
- Current public boards: Healthpeak Properties (REIT) and TherapeuticsMD (women’s health). At TXMD, Thompson chairs the board and sits on Audit; UTHR discloses no related-party transactions involving Thompson or business dealings with these entities .
Expertise & Qualifications
- Government/regulatory oversight (HHS Secretary) and legal training (J.D.), aligned with UTHR’s heavily regulated biopharma operations .
- Healthcare governance and public-sector leadership; audit committee independence and financial sophistication standards met .
Equity Ownership
| Item | Amount | Details |
|---|---|---|
| Beneficial ownership | 66,770 shares | <1% of outstanding shares |
| Currently exercisable options (within 60 days) | 44,290 | Included in beneficial ownership calculation |
| Outstanding options (12/31/2024) | 52,180 | Total director options held |
| RSUs outstanding | 880 | Vested 7/7/2023; settlement deferred to 7/8/2026 |
| Family holdings | 14,000+ shares | 5,800 in a family LLC; 8,200 in a family trust; plus other small holdings noted |
| Stock ownership guidelines | Lesser of 5,000 shares or 5× annual cash retainer | All non-employee directors in compliance as of March 2025 |
Alignment and restrictions:
- Hedging/pledging prohibited for directors and officers under UTHR policy; enhances alignment and reduces red-flag risk .
Governance Assessment
- Strengths: 100% attendance; audit committee service; robust independence; no disclosed related-party transactions involving Thompson; compliance with ownership guidelines and overboarding limits; cross-industry governance experience reinforces risk oversight and regulatory insight .
- Watch items: Long tenure (since 2010) and advanced age may raise refreshment considerations, though UTHR actively manages board refreshment and received favorable shareholder feedback; Thompson’s external chair role at TXMD increases time demands but remains within UTHR’s overboarding policy .
Overall, Thompson’s independent audit committee role, healthcare/government expertise, strong attendance, and ownership compliance support board effectiveness and investor confidence, with no material conflicts flagged in UTHR’s disclosures .