United Therapeutics Corporation · NASDAQ:UTHR
United Therapeutics — Shareholder Meeting (May 2018)
9 slides from United Therapeutics's shareholder meeting presentation, May 22, 2018
Slide 1: Our Approach to Executive Compensation
Our Approach to Executive Compensation We take a long-term view of executive compensation Our compensation is structured to motivate and retain our exceptional leadership team We believe in pay-for-performance: 92% of the CEO’s pay is at risk tied to performance 86% of the NEO’s pay is at risk tied
Slide 2: Key Policy Changes 2016 to 2017
Proxy page reference 24 and 25 Key Policy Changes 2016 to 2017 The following material changes were implemented in 2017 for our compensation policy: How we size equity awards A shift in grant timing Increased emphasis on 3-year performance measurement (50% of grant) All equity awards will only vest b
Slide 3: Equity Grant Policy Changes – Change in Timing and Structure
Proxy page reference 24 and 25 Equity Grant Policy Changes – Change in Timing and Structure Change in grant timing in 2017 leads to two grants in the SCT Grants prior to 2017 Units determined at the start and grant issued after performance determined Performance Period Performance Period FY15 FY16 2
Slide 4: 2017 Equity Grant Structure
Proxy page reference 37 and 38 2017 Equity Grant Structure 100% of the equity is performance-contingent based on prospective performance Milestone Performance Options – 1-year performance (2017) which is 50% of the award Contingent on performance as outlined in the 2017 Company-wide Milestones The m
Slide 5: Commitment to Governance
Proxy page reference 31 Commitment to Governance We have implemented a number of executive and equity policy best practices: Incentive Plan payments 1. Our Board has the authority, to the extent permitted by governing law, to make retroactive adjustments to any cash, stock option, or STAP award or o
Slide 6: Summary Compensation Table and Supplemental Table
Proxy page reference 43 and 44 Summary Compensation Table and Supplemental Table The SCT overstates 2017 pay due to a change in grant timing to issue awards under the 2016 program and to implement the new 2017 policies Option/ Incentive Value and Supplementary 2017 Summary Compensation Table Non-Equ
Slide 7: Equity Plan Share Request – Key Features
Proxy page reference 58 and 59 Equity Plan Share Request – Key Features We have a broad-based equity plan for all employees, executives and non-employee directors to remain competitive and to attract and retain talent critical to our business success for shareholders (approximately 6.7% of the Plan
Slide 8: Equity Plan Share Request – Historic Dilution
Proxy page reference 60 Equity Plan Share Request – Historic Dilution We manage our long-term dilution by limiting the number of shares subject to equity awards that we grant annually, commonly referred to as burn rate We have managed the burn rate under the Plan for the past three years as outlined
Slide 9: Equity Plan Share Request - Historic Dilution
1 2 Equity Plan Share Request - Historic Dilution Proxy page reference 60 + We manage our long-term dilution by limiting the number of shares subject to equity awards that we grant annually. commonly referred to as burn rate + We have managed the burn rate under the Plan for the past three years as