UNITED THERAPEUTICS CORP (UTHR)
Sector: Health Care
2026 Annual Meeting Analysis
UNITED THERAPEUTICS CORP · Meeting: June 26, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured director (since 2003) with relevant healthcare industry experience; UTHR's 3-year total shareholder return of +153.2% outperforms the company's compensation peer group median by +135.4 percentage points, far exceeding the 65-point threshold required to trigger an against vote, and no overboarding, attendance, or independence concerns apply.
Director since 2009 with strong financial expertise; serves as Audit Committee Chair and qualifies as an Audit Committee financial expert; UTHR's strong 3-year stock performance versus peers clears all TSR thresholds with no other policy flags present.
Director since 2002 with deep technology and AI expertise relevant to UTHR's pipeline; holds no other public company board seats; UTHR's exceptional 3-year TSR relative to peers removes any performance-based concern.
Joined the board in 2024 (less than 24 months ago), making her exempt from the TSR trigger under policy; brings relevant public health and healthcare leadership experience with no independence or attendance concerns.
Director since 2020 with physician-surgeon and health technology background; holds one other public company board seat (ImmunityBio), well within the four-board limit; UTHR's strong TSR performance clears all peer-based thresholds.
Director since 2018 with legal and sustainability expertise; no other public company board seats; no independence, attendance, or TSR concerns apply given UTHR's outperformance of its peer group by +135.4 percentage points over three years.
Director since 2015 with extensive leadership and governance experience; holds two other public company board seats (Ares Management and Mattel), within the four-board maximum; UTHR's TSR performance versus peers is strongly positive and clears all thresholds.
Lead Independent Director since 2002 with extensive legal and governance experience; no other public company board seats; chairs the Compensation Committee; UTHR's exceptional relative TSR performance raises no director accountability concerns.
Founder and CEO since 1996 who is also a director; subject to the same TSR trigger as all other directors under policy, but UTHR's 3-year TSR of +153.2% outperforms the peer group median by +135.4 percentage points — well above the 65-point threshold — so no TSR-based against vote is warranted; holds one other public company board seat (BETA Technologies, currently private/pre-IPO), within limits.
Director since 2002 with deep healthcare and government experience; no other current public company board seats listed; attended at least 75% of meetings in 2025; UTHR's strong 3-year TSR relative to peers clears all policy thresholds.
Director since 2010 with significant healthcare and government experience; currently holds seats on Healthpeak Properties (expiring April 30, 2026) and TherapeuticsMD plus Vector Science (pre-IPO private), which puts him at or near the four-board limit, but given Healthpeak tenure ends before the June 2026 annual meeting this resolves to three boards; UTHR's TSR performance versus peers is strongly positive with no other policy flags triggered.
Joined the board in January 2026, making him exempt from the TSR trigger as he has been a director for less than 24 months; brings unique scientific and biomedical research expertise highly relevant to UTHR's pipeline, with no other public company board seats and no independence concerns.
All twelve director nominees receive a FOR vote. UTHR's 3-year total shareholder return of +153.2% outperforms the company-disclosed compensation peer group median by +135.4 percentage points, far exceeding the 65-point threshold required to trigger any performance-based against vote under the strong-positive-TSR tier. No director is overboarded, no attendance failures were disclosed (Professor Dwek, who had an attendance issue, is not standing for re-election), no independence violations on audit or compensation committees were identified, and no familial relationships with senior management were disclosed.
Say on Pay
✓ FORCEO
Martine Rothblatt
Total Comp
$18,038,972
Prior Support
95%+%
The CEO's total reported compensation of approximately $18.0 million is high in absolute terms but is supported by exceptional company performance: UTHR delivered 38% total shareholder return in 2025, 11% revenue growth, and the highest EBITDASO margin in its peer group, and the stock has returned +153.2% over three years against a peer median of +17.8%. The pay structure is genuinely performance-oriented — approximately 91% of CEO pay and 84% of other named executive officers' pay is variable and at-risk, delivered through performance stock options and performance stock units tied to 3-year cash profit margin, revenue growth, and R&D milestones with threshold, target, and maximum gates, meaning executives only earn outsized rewards when the company delivers outsized results. Prior Say on Pay support exceeded 95% at the 2025 annual meeting, and the company has a documented history of responding to shareholder feedback, including shifting to 100% performance-based equity in 2017 and maintaining a robust clawback policy — no policy flags are triggered.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,882,359
Non-Audit Fees
$370,458
Non-audit fees (tax fees of $362,826 plus other fees of $7,632, totaling $370,458) represent approximately 12.9% of audit fees of $2,882,359 — well below the 50% threshold that would trigger an against vote; EY is a Big 4 firm appropriate for a $25 billion market-cap company; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire under policy, and no material financial restatements were identified.
Overall Assessment
The 2026 UTHR annual meeting ballot presents four proposals: election of twelve directors, an advisory vote on executive compensation (Say on Pay), approval of a new equity incentive plan, and ratification of Ernst & Young as auditor. All standard proposals — director elections, Say on Pay, and auditor ratification — receive a FOR vote, driven by UTHR's exceptional 3-year stock performance of +153.2% that dwarfs its peer group median, a genuinely performance-linked pay structure where the vast majority of executive compensation is at-risk, and an audit fee profile with non-audit fees well within acceptable limits; the equity plan approval is outside the scope of this policy and receives no determination.
Compensation Peer Group
25 companies disclosed in 2026 proxy filing