7M Patient lives impacted 2025 Notice of Annual Meeting of Stockholders & Proxy Statement Lanthus

Dear Shareholder,

We cordially invite you to attend Lantheus Holdings, Inc.’s 2025 Annual Meeting of Shareholders, to be held on Thursday, May 1, 2025 at 9:00 a.m. (Eastern Time) in the North Bldg. Cafe at the Lantheus Bedford Office, 201 Burlington Rd., Bedford, MA 01730, United States. The meeting will also be hosted in virtual format via the Internet. You will be able to attend the meeting virtually and vote and submit questions by visiting and registering at www.proxydocs.com/LNTH.

The Notice of Internet Availability of Proxy Materials and the Proxy Statement that follow describe the business to be conducted at the meeting.

Your vote is important. We encourage you to vote by proxy in advance of the Annual Meeting, whether or not you plan to attend the meeting. On behalf of the Board of Directors, thank you for your continued investment in our company.

Sincerely,

Mary Anne Heino

Chair of the Board of Directors

Message from our CEOMarch 21, 2025Dear Valued Stockholder,2024 was a groundbreaking year for Lantheus. We delivered record revenue and strong free cash flow, invested significantly in our capabilities and pipeline that continued to advance our commitment to accelerating growth.Driven by our passion to Find, Fight and Follow disease, we supported over seven million patients and their families in 2024. Encouraged by the meaningful difference we made for patients and the exceptional results we achieved, our team is enthusiastic about sustaining this momentum into 2025 and beyond.Strong Financial Performance and Shareholder ValueOur strong 2024 financial performance reflects the continued and underlying strength of our business. We delivered over $1.5 billion in revenue and nearly $500 million in free cash flow.1 PYLARIFY, already established as the first radiodiagnostic to attain blockbuster status, has continued to drive success with approximately $1.1 billion in net sales, representing 24.3% year-over-year growth. PYLARIFY has maintained its clear market leadership by providing physicians with an innovative solution that can transform the management of PSMA-positive prostate cancer and potentially extend patient lives. DEFINITY also upheld its market leadership, generating approximately $318 million in net sales. These results have enabled us to strategically reinvest in attractive radiopharmaceutical markets that both complement and diversify our revenue base.Driven by our Notably, we continued to invest in our neurology business and the rapidly growing Alzheimers disease space, which impacts over passion to Find, 50 million individuals worldwide, by advancing MK-6240, our late-stage tau PET imaging agent, and acquiring NAV-4694, our late-Fight and Follow(R)stage beta amyloid imaging agent. In addition, early in 2025, we disease, we announced an agreement to acquire Life Molecular Imaging, which, upon closing, will add Neuraceq a globally commercialized beta supported over amyloid PET imaging agent for use in Alzheimers disease. This field seven million has reached an important inflection point with multiple treatments approved and over 100 therapies in clinical development targeting patients and their either beta amyloid or tau. We are well positioned to lead in the diagnosis, staging, and monitoring of Alzheimers diseasefamilies in 2024. and dementia.1. Free cash flow for 2024 was approximately $493 million, which reflects net cash provided by operating activities of $545 million less $52 million of capital expenditures.

Enhancing Our Capabilities and Diversifying our Pipeline as an Industry LeaderWe continue to expand our expertise, portfolio and pipeline, and capabilities from clinical through commercial, to strengthen our long-term growth and our radiopharmaceutical leadership. Over the past year, we focused on enhancing our capabilities across the radiopharmaceutical value chain, particularly in Alzheimers disease diagnostics and oncology theranostics. We executed a series of key acquisitions and in-licensing deals in 2024 to bolster our pipeline with potential best-or-first-in-class assets.We also announced additional transactions in 2025, which when completed, will diversify our portfolio, strengthen our clinical and manufacturing capabilities and add key talent to further advance our diagnostic and therapeutic pipeline. They will also facilitate our entry into high-potential markets, strengthening our leadership position in the radiopharmaceutical space and enhancing our long-term growth potential. These acquisitions are expected to support sustained double-digit revenue growth beginning in 2026.Looking to the FutureWith over six decades of radiopharmaceutical leadership, Lantheus is poised to lead next-generation PET imaging and radiotherapeutics.Powered by our deep industry expertise, proven manufacturing and commercial platform, and growing pipeline, Lantheus is approaching this growing industry from a position of strength to deliver sustainable value as a fully integrated, radiopharmaceutical leader with a diverse commercial portfolio and innovative pipeline. Backed by our strong financial foundation, we continue to invest in our people, portfolio, and capabilities to unlock the full potential of radiopharmaceuticals across multiple critical disease areas.Through our commitment to continuous innovation, we are confident that Lantheus can not only improve patient outcomes, but also redefine what is possible in diagnostic and therapeutic care.In closing, I want to extend my deepest gratitude to our employees, whose dedication and passion fuel our success every day; to our Board, for their invaluable guidance as we navigate the opportunities ahead; and to you, our shareholders, for your confidence in our vision and continued support as we pursue sustainable, long-term growth. Together, we are building the strongest radiopharmaceutical company so we can deliver even greater impact to our patients and our shareholders, and I am excited for what the future holds.Sincerely,Brian Markison CEO

Notice of Annual Meeting of Shareholders

Table of Contents

Matters To Be Voted Upon

The following table summarizes the proposals to be voted upon at the 2025 Annual Meeting of Shareholders of Lantheus Holdings, Inc. (“Lantheus” or the “Company”, “we” or “our”) to be held on May 1, 2025 (the “Annual Meeting”) and our Board of Directors’ (our “Board” or our “Board of Directors”) voting recommendations with respect to each proposal.

Who We Are

We are the leading radiopharmaceutical-focused company, delivering life-changing science to enable clinicians to Find, Fight and Follow disease to deliver better patient outcomes. We classify our products in three categories: Radiopharmaceutical Oncology, Precision Diagnostics, and Strategic Partnerships and Other Revenue.

The mailing address of our principal executive offices is Lantheus Holdings, Inc., 201 Burlington Road, South Building, Bedford, MA 01730.

We own or have the rights to various trademarks, service marks and trade names, including, among others, the following referred to in this Proxy Statement: PYLARIFY^®, DEFINITY^®, and Find Fight and Follow^®. Solely for convenience, we refer to trademarks and service marks in this Proxy Statement without the TM, SM and ^® symbols. These references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights to our trademarks and service marks. Each trademark, trade name or service mark of any other company appearing in this Proxy Statement is, to our knowledge, owned by that other company.

Corporate Governance

Our Board is responsible for providing governance and oversight over the strategy, operations and management of the Company. Our Board oversees our senior management, to whom it has delegated the authority to manage the day-to-day operations of the Company. Our Board has adopted Corporate Governance Guidelines and Principles, Board committee charters, a Company Code of Conduct and Ethics, and a Supplemental Code of Ethics for Certain Covered Officers (the “Supplemental Code of Ethics”), all of which are available in the Corporate Governance section of our Investor Relations website at https://investor.lantheus.com. These principles, charters and codes, together with our Amended and Restated Certificate of Incorporation (our “Charter”) and our Amended and Restated Bylaws (our “Bylaws”), form the governance framework for our Board and its committees. Our Board regularly (and at least annually) reviews its Corporate Governance Guidelines and Principles and other corporate governance documents and from time to time revises them when our Board believes it serves the interests of the Company and our shareholders to do so, and in response to changing regulatory and governance requirements and best practices. The following sections provide an overview of our corporate governance structure, including director independence and other criteria we use in selecting director nominees, our Board leadership structure and the responsibilities of our Board and each of its committees.

Corporate Governance Practices

We are committed to strong corporate governance practices because we believe they establish an environment of accountability for our Board and our management and otherwise promote the long-term interests of our shareholders. Over the years, our Board has evolved our practices in the interests of our shareholders. Our Charter, Bylaws and governance practices and policies include, among other things, the following:

Board Structure

The Board is responsible for overseeing the management of our business and is currently comprised of eleven directors, each of whom is elected to serve in her or his position until her or his next election and until her or his successor is duly elected and qualified.

Our Charter divides the Board into three classes (Class I, Class II and Class III), with one class being elected at each annual meeting of shareholders. Each director serves a three-year term, with terms staggered according to class. Any additional directorships resulting from an increase in the number of directors, or a vacancy may be filled by the directors then in office.

Leadership Structure

Under our Corporate Governance Guidelines and Principles, if the Chair of the Board is a non-independent director, the Board is required to appoint an independent member of the Board as Lead Independent Director. The Board periodically reviews its leadership structure and may make changes in the future.

Our written Corporate Governance Guidelines and Principles adopted by the Board are available in the Corporate Governance section of our Investor Relations website at https://investor.lantheus.com.

Director Independence

Nine out of eleven members of the Board are independent directors. In addition, the Audit Committee, Talent and Compensation Committee, and Nominating and Corporate Governance Committee are each comprised entirely of directors meeting the requirements of the Sarbanes-Oxley Act and the Nasdaq audit, compensation and nominating and corporate governance committee independence requirements, as applicable.

The Board has reviewed its composition, the composition of its committees and the independence of each director, and considered whether any director has a material relationship with the Company that could compromise her or his ability to exercise independent judgment in carrying out her or his responsibilities. The Board, in consultation with legal counsel, has affirmatively determined that each of its directors, other than our CEO and our Chair of the Board (who is our former CEO), is an “independent director” under the Nasdaq rules and Exchange Act Rule 10A-3(b)(1) and that none of those directors has relationships with the Company that would interfere with that director’s exercise of independent judgment in carrying out her or his responsibilities as a director of the Company. Pursuant to the Nasdaq rules, our current Chair of the Board, Ms. Heino, is not considered an “independent director” because she was an employee of the Company during the past three (3) years.

Committees of the Board

The Board has the authority to appoint committees to perform certain Board-delegated duties. Currently, the Board has four committees: the Audit Committee, the Talent and Compensation Committee, the Nominating and Corporate Governance Committee and the Science and Technology Committee. The Board has adopted written charters for each committee, copies of which are available on the Corporate Governance section of our Investor Relations website at https://investor.lantheus.com.

Nominating and Corporate Governance Committee
Members   Julie McHugh (Chair) Minnie Baylor-Henry Samuel Leno Heinz Mäusli Dr. James H. Thrall   All Independent		The primary purpose of the Nominating and Corporate Governance Committee is to:   •  oversee our Corporate Governance Guidelines and Principles and Code of Conduct;   •  review the overall corporate governance of the Company and recommend to the Board improvements when necessary;   •  oversee our legal and regulatory compliance, assessment and management of enterprise risk, our “see something, say something” ethics and compliance philosophy and our whistleblower hotline and website;   •  identify and recommend to the Board individuals qualified to serve as directors of the Company and on committees of the Board;   •  oversee succession planning for the CEO;   •  oversee our corporate sustained value creation, including enterprise risk management, corporate responsibility and ESG initiatives; and   •  assist the Board in overseeing our policies and procedures for the receipt of shareholder suggestions regarding Board compensation and recommendations of the Board.   The Nominating and Corporate Governance Committee is currently comprised of Ms. McHugh, Ms. Baylor-Henry, Messrs. Leno and Mäusli and Dr. Thrall. Ms. McHugh serves as the Chair. The Board has affirmatively determined that each of the current members of the Nominating and Corporate Governance Committee meets the definition of “independent director” for purposes of serving on the Nominating and Corporate Governance Committee under SEC and Nasdaq rules.   Pursuant to its charter, the Nominating and Corporate Governance Committee may delegate its responsibilities to a subcommittee so long as that subcommittee is solely comprised of one or more members of the Nominating and Corporate Governance Committee.

Science and Technology Committee

Members   Dr. James H. Thrall (Chair) Minnie Baylor-Henry Dr. Gérard Ber Mary Anne Heino Dr. Phuong Khanh (P.K.) Morrow		The primary purpose of the Science and Technology Committee is to:   •  advise on scientific, technological, medical, regulatory and intellectual property matters, including with respect to the Company’s strategic plan and material business development opportunities;   •  monitor and evaluate issues, developments and trends related to the Company’s scientific, technological, medical, regulatory, product safety, good practice (GxP) compliance and intellectual property matters;   •  advise on our intellectual property portfolio and strategy, including through potential collaborations and acquisitions; and   •  oversee our enterprise risk management in areas related to our scientific, technological, medical, regulatory, intellectual property matters and product safety.   The Science and Technology Committee is currently comprised of Drs. Thrall and Morrow, Mses. Baylor-Henry and Heino, and Dr. Ber. Dr. Thrall serves as the Chair.

Board and Committee Evaluations and Self-Assessments

Each year, our Board and each of our Board committees conduct formal Board and Board committee evaluations and self-assessments to assess their performance and effectiveness. The Nominating and Corporate Governance Committee recommends to the Board the methodology for those evaluations and oversees their administration. A standard feature of this process includes each member of the Board completing a comprehensive questionnaire to assess that member’s own performance and functional experience and the performance of the Board and any committee on which that member serves. The questionnaire seeks answers to questions based both on numerical ratings and qualitative comments and targets a focused set of topics, including Board composition and expertise as a whole, allocation of risk oversight responsibilities across Board committees, conduct and engagement at meetings, and a more nuanced self-evaluation of individual director functional experience. The chair of our Nominating and Corporate Governance Committee also conducts an interview with each director, exploring in more depth areas such as: Board dynamics and culture, committee and governance structure, and additional ways to conduct meetings effectively, solicit Board and committee feedback and facilitate well-informed decision-making. The results of this process are then discussed in depth with the Nominating and Corporate Governance Committee and the full Board, and recommended actions are taken to enhance the Board’s overall performance and effectiveness.

For example, in 2024, the Board, among other things: determined it was in the best interest of the Company to dissolve the Finance and Strategy Committee, refine the role of the Science and Technology Committee and to add new directors with professional profiles that would enhance Board expertise and enable orderly succession planning. In 2024, the Board appointed Ms. Eastland, an experienced biotechnology and financial executive, to the Board and Audit Committee and, in 2025, appointed Dr. Morrow, an experienced pharmaceutical executive and physician-scientist with deep expertise leading end-to-end clinical development in the field of oncology, to the Board and Science and Technology Committee.

Codes of Conduct

Our Code of Conduct is applicable to all of our employees, including our principal executive, financial and accounting officers and our controller, or persons performing similar functions, and all of the non-employee directors on the Board. We also have a Supplemental Code of Ethics that is applicable to certain members of our management team involved in preparing financial statements and public disclosure. Our Code of Conduct and our Supplemental Code of Ethics are available on the Corporate Governance section of our Investor Relations website at https://investor.lantheus.com. We intend to provide any required disclosure of any amendment to or waiver from any code that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions to the extent required by law, on the Corporate Governance section of our Investor Relations website. There were no waivers of any of our codes in 2024.

Risk Oversight

The Company’s management is primarily responsible for the day-to-day management of the Company. However, the Board believes that oversight of risk management is one of its fundamental responsibilities and has delegated to its committees oversight and management of specific risks, on which those committees report to the Board. The Audit Committee is primarily responsible for oversight of the quality and integrity of the Company’s financial reporting process, internal controls over financial reporting, certain compliance programs and information technology systems, processes and data, including cybersecurity and physical security. The Talent and Compensation Committee is responsible for reviewing compensation-related risks, non-CEO senior management succession planning, human capital management and management compensation programs, and legal and regulatory compliance and risks with respect to employee compensation and employee-related matters. The Nominating and Corporate Governance Committee is responsible for oversight of the Company’s corporate governance, CEO succession planning and corporate sustained value creation, including enterprise risk management, corporate responsibility and ESG initiatives, and legal and regulatory compliance and risks with respect to non-“good practice” (GxP) ethics and compliance matters, including data privacy. The Science and Technology Committee is responsible for advising on scientific, technological, medical, regulatory, product safety, GxP compliance and intellectual property matters related to the Company’s existing products, clinical development programs and business development opportunities. Management regularly reports to the Board and its committees on the risks that the Company may face and the steps that management is taking to mitigate those risks.

Oversight of Cybersecurity and Data Privacy Risks

With respect to cybersecurity risks, the Company has invested and continually invests in new cybersecurity services, technologies, and capabilities and provides employee comprehensive cybersecurity awareness training around phishing, malware and other cybersecurity risks, all in a manner reasonably intended to educate employees to safely avoid cyber-attacks and mitigate the risk of employee-related security breaches. Cybersecurity and data privacy are regular topics on the Audit Committee’s and Nominating and Corporate Governance Committee’s respective agendas and are reviewed by the full Board at least annually.

Operating Our Business Sustainably and Responsibly

Our passion is to Find, Fight and Follow disease to deliver better patient outcomes.

Our Values are to:

To ensure we remain the leading radiopharmaceutical-focused company, we must safeguard the Company against major risks and business disruptions while ensuring that we responsibly deliver enduring value to our patients, customers, employees, shareholders and other stakeholders.

To support this approach, we delineated between managing strategic imperatives and managing ongoing business operations. Our Executive Team is our management-based decision-making body that oversees our strategy, enterprise planning and execution, operations, human capital and capital allocation at a level that recognizes the scale and complexity of our business. Our Expanded Executive Team consists of individuals who oversee our day-to-day operations and performance, including prioritization, execution, culture and communications.

We also have an Enterprise Risk Management (“ERM”) team, with resources dedicated to coordinating risk and operational resiliency work, covering, but not limited to, strategic, operational, compliance and financial risk management, crisis management, business continuity planning, disaster recovery and third-party risk management. The ERM team lead manages a team responsible for overseeing these risk management areas and reports on a quarterly basis directly to our Nominating and Corporate Governance Committee.

We continue to refresh our Board committee charters, Corporate Governance Principles and Guidelines and Company policies and actions to address corporate sustainability, and we have added as agenda items for meetings of our full Board the topics of our sustained value creation initiatives, including those around cybersecurity, culture and shareholder activism.

At an operational level, we have also continued to focus on enhancing the sustainability of our business in the areas of environmental, safety, and inclusion, culture and community in compliance with applicable laws and regulations.

Environmental

In 2024, we expanded our focus on regulatory compliance and data collection facilitated by implementation of third-party environmental software. We improved controls over our data gathering and reporting processes and gained further understanding of our greenhouse gas emissions while continuing to build capability to ensure our greenhouse gas emission reporting is comprehensive and aligned with emerging regulatory requirements. Our continued participation in the RightCycle program resulted in 237 pounds of Personal Protective Equipment (PPE) returned for recycling in 2024. We have co-hosted several electronic recycling events and recycled over 1,332 pounds of electronics. We are also proud to once again extend our contract with National Grid to power our North Billerica campus with renewable wind energy.

Below are charts showing, for the years 2022 through 2024, our energy consumption and greenhouse gas emissions for all Lantheus sites, and annual water use and waste disposed and recycled at our North Billerica campus. We have included trend analyses in the accompanying notes. This data demonstrates that we measure and understand our environmental impact and are working to continually improve our data tracking and reporting methodologies. Year-to-year comparisons over the three-year period are affected by the improving quality and scope of our data

collection, including re-baselining to include our global activities in 2024, as well as changes in volume and frequency of manufacturing activities across our facilities.

Water Use Notes – North Billerica Operations:

Waste Notes:

Energy Data Notes:

Greenhouse Gas Data Notes:

We actively monitor stack and waste water discharges and implement reduction principles as required by our license conditions and federal, state and local environmental laws. We manage all regulated waste in accordance with license conditions and with all federal and state regulations. We incorporate recycling programs in accordance with state regulations. We dispose or recycle electronic waste in accordance with federal and state regulations.

Our Supplier Code of Conduct, available on our website at https://www.lantheus.com/responsibility/suppliers-vendors/, requires our suppliers to operate in an environmentally responsible manner and provide a safe and healthy work environment by, among other things: implementing written health, safety and environmental programs; providing employees with appropriate training; maintaining legal and regulatory compliance with respect to waste and emissions; encouraging conservation; and providing appropriate audit rights.

Safety

As a manufacturer and distributor of radioactive and other pharmaceutical products, we remain acutely aware not only of the impact of our business on the environment, but also on the impact of our business on the safety of our employees, customers, patients and neighbors.

We maintain an experienced staff of Environmental, Health and Safety professionals, including Health Physicists and Occupational Health providers, who design, implement, and monitor safety policies and procedures to support risk reduction and accident prevention to protect our employees, customers, patients, and neighbors, including tracking Occupational Safety and Health Administration (OSHA) recordable injuries and near misses.

We continue to modernize our internal health and safety tools by expanding our EHS Management System to provide resources and support to ensure safe work. Our updated EHS Evaluation of Work change management tool ensures health and safety is built into the early-stage review and design of new work which helps reduce risk and potential costly redesign efforts upfront to meet Lantheus’ health and safety standards and regulatory commitments.

In addition, by promoting health and safety engagement through various channels, our employees are empowered to provide suggestions or improvement opportunities, which further grows our safety culture. We recognize and address all employee observations and concerns within the Radiation Safety Committee and Institutional Safety Committee. Our proactive safety culture is evident in our recordable incident rate of 0.65 for 2024. This recordable incident rate is well below both our internal target and the pharmaceutical manufacturing industry average of 1.7 recordable incidents per 100 employees.

Inclusion, Culture and Community

In addition to the important environmental and safety work we do to improve the sustainability of our business, we believe that instilling an inclusive, collaborative, and responsible culture, and supporting our communities makes us an employer of choice in the competitive life sciences industry in which we operate. Doing so also enhances our employee satisfaction and retention, maintains trust and goodwill with our valued customers and the numerous regulatory authorities that oversee our business, and benefits our shareholders by creating a growing and resilient company.

Inclusion

We embrace inclusion as a core component of our culture, and we actively promote this ideal at every level within our organization. We sponsor Employee Resource Groups (“ERGs”) that are open to all of our employees, including the Lantheus Diversity Connection ERG, the Women Leaders of Lantheus ERG, and the Lantheus Veterans, Employees and Reservists Inspired to Act and Serve (VERITAS) ERG, to create a stronger sense of community and to provide professional development opportunities. We offer multiple opportunities through fireside chats, lunch & learns and video presentations, as well as other community engagement opportunities, for our employees to meet with experts and leaders with diverse skills and experiences. For example, talks have featured ABC National Correspondent, Stephanie Ramos, discussing how she progressed in her career while focusing on work-life balance; Dr. Kandi J. Wiens, Senior Fellow, University of Pennsylvania, discussing tools and strategies to help employees effectively manage stress, develop their own and others’ resilience, and protect themselves from burnout; and in collaboration with Operation Gratitude, we assembled care packages for service members, veterans and first responders.

Five of eleven of the directors on our Board, including our Chair, are women, and over half of our senior management team, which we refer to as our “Executive Team” and “Expanded Executive Team,” as well as employees holding the position of Vice President or above are women. Approximately 49% of our employees are women. We continue to strive to improve our inclusion compliantly with a strategic emphasis beyond gender, and we require recruiters working with us to present an inclusive candidate slate for posted positions as we believe that we benefit from having a skilled team with a diversity of viewpoints, backgrounds and experiences. We continually focus on pay equity for all employees and regularly assess pay among similar roles and responsibilities throughout our organization and in comparison to our peer group.

Our procurement team continually explores entering into more commercial arrangements with minority-owned, female-owned and other inclusive businesses and organizations (including those owned or operated by veterans and disabled veterans) that appropriately reflect the communities in which we operate and the customer base we serve, equip us with a deeper understanding of challenges impacting our communities and customers, and enable us to provide more innovative solutions and better outcomes.

Culture

We are purpose-driven, placing patients at the heart of everything that we do. With a strong focus on creating a positive and inclusive workplace culture, we work every day to ensure every member of our team feels valued and empowered to contribute to our purpose to Find, Fight and Follow disease to deliver better patient outcomes. Through our patient-centric approach and dedication to fostering an inclusive environment, we strive to make a meaningful impact on the lives of both our employees and the communities we serve.

We are committed to promoting a culture of ethics and compliance. Our Code of Conduct reflects our commitment to corporate integrity and the underlying business practices and principles of behavior that support this commitment. Each year our employees complete mandatory training that covers anti-bribery/anti-corruption rules, confidentiality obligations, cybersecurity, and insider trading prohibitions, as well as specialized training in healthcare industry marketing practices.

We have a formal Ethics and Compliance Committee that is comprised of leaders of operational and supporting functional groups at the Company who are knowledgeable about their subject area and have the authority and ability to speak for their functional group. Our Ethics and Compliance Committee aids and supports our Head of Compliance in implementing, operating and monitoring our compliance program by providing programmatic direction and input into our initiatives that have important considerations related to compliance risk. Our Head of Compliance reports directly to our Nominating and Corporate Governance Committee, including reporting on Ethics and Compliance Committee member attendance and performance.

We have an externally administered ethics and compliance reporting hotline and website, which allows for anonymous reporting and the Legal Department and Head of Compliance oversee and respond to as issues that may arise.

Our Supplier Code of Conduct requires our suppliers to conduct their business in a legal, ethical and socially responsible manner and treat their employees with dignity and respect by, among other things: appropriately monitoring and addressing anti-bribery/anti-corruption rules, insider trading, confidentiality, diversity, discrimination, child labor, forced labor, human trafficking, slavery and conflict minerals, and providing appropriate audit rights.

As part of the ongoing efforts to operate our business sustainably, we expanded our internal training, professional development and employee engagement programs, including professionally led, interactive training programs designed to help foster a culture of respect.

Community

We understand the importance of giving back to the community. Guided by our Purpose to Find, Fight and Follow disease to deliver better patient outcomes and our core Value to Let People Be Their Best, we strive to make a positive impact in the world.

From volunteering efforts to collaboration with local chambers of commerce, we actively contribute to the growth and well-being of our communities. We recognize relationships as vital to our commitment to always go further to make a difference.

As a corporation, we prioritize support for various charitable endeavors, notably, the American Heart Association’s (AHA) Boston Heart Walk and our annual golf tournament, which has benefited the Prostate Cancer Foundation (PCF). Throughout the year, our dedicated employees have exemplified our commitment to community giving, raising over a quarter of a million dollars for the AHA and PCF. Our employees’ support also extends beyond monetary donations, with participation in more than twenty charitable initiatives benefiting local charities and organizations, including Billerica and Lowell Boys and Girls Clubs, St. Jude Children’s Research Hospital, Dress for Success, Cradles for Crayons, Billerica and Bedford Fire Departments, several local foodbanks, the Greater Boston Chamber of Commerce and Greater Lowell Chamber of Commerce.

Furthermore, we also support and encourage our employees to engage with local organizations in the communities where we operate, fostering partnerships with groups such as the Billerica Partners for Education, Massachusetts Business Roundtable, Middlesex 3 Coalition and MassMEDIC. Through these collective efforts, we strive to create a positive ripple effect, enriching lives and building stronger, more vibrant communities.

Board Meetings

In 2024, the Board held nine meetings and acted by written consent in lieu of a meeting three times; the Audit Committee held four meetings; the Talent and Compensation Committee held eight meetings and acted by written consent in lieu of a meeting two times; the Nominating and Corporate Governance Committee held seven meetings and acted by written consent in lieu of a meeting one time; and the Science and Technology Committee held four meetings. During 2024, each director attended at least 75% of the total number of meetings held by the Board and those of its committees on which that director served. The non-employee directors of the Company meet in private executive session without management present at the end of most meetings of the Board. The Audit Committee meets with the Head of Internal Audit in executive session without management present at the end of all meetings of the Audit Committee. In addition, the Nominating and Corporate Governance Committee meets with the Head of Compliance in executive session without management present at the end of all meetings of the Nominating and Corporate Governance Committee. Under the Corporate Governance Guidelines and Principles adopted by the Board, our Lead Independent Director presides at those private executive sessions, and those private executive sessions must occur no less frequently than twice per year.

Director Attendance at Annual Meetings

We have no formal policy with respect to our directors attending our annual meetings of shareholders; however, we encourage all directors to attend. All of our current directors who were then serving as directors of the Company attended the 2024 Annual Meeting of Shareholders.

Certain Relationships and Related Person Transactions

Related Person Transactions

This section describes certain relationships and related person transactions between us or our subsidiaries, on the one hand, and our directors, director nominees, executive officers, holders of more than 5% of our voting securities and certain related persons of any of the foregoing, on the other hand, since January 1, 2024.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by applicable law, including indemnification of expenses, such as attorneys’ fees, judgments, penalties, fines and settlement amounts, actually and reasonably incurred by the director or executive officer in any action or proceeding, including, without limitation, all liability arising out of negligence or active or passive wrongdoing by that officer or director, in any action or proceeding by or in right of us arising out of the person’s services as a director or executive officer, in each case, as permitted by law and subject to certain exceptions. At present, we are not aware of any pending or threatened litigation or proceeding involving any of our directors, executive officers, employees or agents in which indemnification would be required or permitted. We believe these indemnification agreements are customary and necessary to attract and retain qualified persons as directors and executive officers.

Policies for Approval of Related Person Transactions

We have a written policy relating to the approval of related person transactions pursuant to which the Audit Committee reviews and approves or ratifies all relationships and related person transactions between us and (i) our directors, director nominees and executive officers, (ii) any 5% record or beneficial owner of Shares or (iii) any immediate family member of any person specified in (i) or (ii) above. Management, under the oversight of the Audit Committee, is primarily responsible for the development and implementation of processes and controls to obtain information from our directors and executive officers with respect to related person transactions, and the Audit Committee is primarily responsible for determining, based on the facts and circumstances (which the potentially conflicted person must fully and affirmatively disclose), whether we have, or a related person has, a direct or indirect material interest in the transaction.

As set forth in our related person transaction policy, in the course of its review and approval or ratification of a related person transaction, the Audit Committee will consider:

Any member of the Audit Committee who is a related person with respect to a transaction under review will not be permitted to participate in the approval or ratification of the transaction. However, that member of the Audit Committee will provide all material information concerning the transaction to the Audit Committee.

Proposal 1: Election of directors

Our Board is currently comprised of eleven directors, divided into three classes, designated as Class I, Class II and Class III. Each year, a different class of directors is elected at our annual meeting of shareholders. Each elected director holds office for a three-year term or until her or his successor is duly elected and qualified or until her or his earlier death, resignation, retirement, disqualification or removal.

This year, our Class I directors—Ms. Mary Anne Heino, Dr. Gérard Ber, Ms. Julie Eastland and Mr. Samuel Leno — will stand for election for a new three-year term. If elected, each of the nominees will hold office until our 2028 Annual Meeting of Shareholders and a successor is duly elected and qualified or until her or his earlier death, resignation, disqualification or removal.

The persons named as proxies will vote in accordance with the instructions indicated in such proxies.

In the event that any nominee for director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current Board to fill the vacancy. We do not expect that any of the nominees will be unavailable or will decline to serve.

In determining that each director should be nominated for election, the Board considered her or his service, business experience, prior directorships, qualifications, attributes and skills described in the biography set forth below under the heading “Director Nominee Biographies” and the criteria and diversity policy described in this Proxy Statement under the heading “Board Diversity and Tenure.”

Majority Voting for Uncontested Elections of Directors

Our Bylaws provide for majority voting in an uncontested election; a nominee for our Board will be elected if a majority of the votes cast are in favor of such nominee’s election (meaning that the number of votes cast “for” a nominee exceeds the number of votes cast “against” a nominee). In a contested election, directors will be elected by a plurality of the votes of the Shares represented in person or by proxy at any meeting of shareholders held to elect directors and entitled to vote on such election of directors. In the event that a director nominee fails to receive an affirmative majority of the votes cast in an uncontested election, the nominee will not be elected and our Board, within its powers, may take any appropriate action, including decreasing the number of directors or filling a vacancy.

Vote Required and Board of Directors’ Recommendation

Under Delaware law and our Bylaws, if a quorum exists at the meeting, the affirmative vote of a majority of the votes properly cast at the meeting is required for the election of Class I directors, as described in this Proxy Statement under the heading “Majority Voting for Uncontested Elections of Directors.”

Board Composition

We believe that our Board members have the experience and skills necessary to enable the Company to set and pursue its strategic goals, and the following summarizes key information as of the date of this Proxy Statement relating to the composition of our Board:

Board Diversity and Tenure

The Board recognizes the value of appointing individual directors who bring a variety of diverse viewpoints, backgrounds, skills, experiences and expertise to the Board. The Board believes that having a diverse board of directors fosters more productive and beneficial discussions and decision-making processes in support of the Company’s strategic objectives.

The Board has adopted a formal diversity policy, a copy of which is available on the Corporate Governance section of our Investor Relations website at https://investor.lantheus.com. Pursuant to our diversity policy, the Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending to the full Board for approval, potential director candidates. In selecting director candidates, the Nominating and Corporate Governance Committee considers a range of matters of diversity with the goal of having a Board that, as a whole, reflects a range of viewpoints, backgrounds, skills, experience and expertise. The Nominating and Corporate Governance Committee also considers the results of the Board and committee evaluations and self-assessments described above, in making its nomination recommendations.

Qualifications and Experience of Directors

As discussed above, each year, our Board and each of its committees conduct self-evaluations of their performance and effectiveness, which includes an assessment of how well the Board’s collective experience and skillsets match the needs of the Company’s business in the then-current business environment.

As part of the Board self-evaluation process conducted at the end of 2024, each director then serving was asked to identify and in narrative form justify the extent to which she or he possessed functional experience critical to the composition and effectiveness of the Board. For purposes of that survey, to ensure each director was working with a common, objective understanding, the directors were guided by the following definitions:

For these purposes, serving as a chief executive, financial or operating officer (to whom functional leadership within a given competency reported) may not automatically mean that the director, individually, has “meaningful experience” in a particular functional area.

The table below summarizes the subject matter expertise and meaningful experience represented on our Board in the functional areas critical to Board effectiveness.

Director Nomination Process; Process for Shareholders to Recommend Director Nominees

Each year, the Nominating and Corporate Governance Committee recommends, and the Board proposes, a slate of director nominees proposed for election at the annual meeting of shareholders. Shareholders may also nominate directors.

The Nominating and Corporate Governance Committee values the input of shareholders in identifying director candidates and considers recommendations for Board candidates properly submitted by shareholders using substantially the same criteria it applies to recommendations from the Nominating and Corporate Governance Committee, directors and members of management. The shareholder making the recommendation must follow the procedures and provide the information set forth in our Bylaws.

Shareholders may submit recommendations by providing the person’s name and appropriate background and biographical information by writing to the Nominating and Corporate Governance Committee at Lantheus Holdings, Inc., 201 Burlington Road, South Building, Bedford, MA 01730, Attention: Corporate Secretary. Those recommendations will be forwarded to the chair of the Nominating and Corporate Governance Committee. Shareholder nominations may be made at any time. However, in order for a candidate to be included in the slate of director nominees for approval by shareholders in connection with a meeting of shareholders and for information about the candidate to be included in the Company’s proxy materials for such a meeting, the shareholder must properly submit the information required by our Bylaws and take other action and provide other information reasonably requested by the Company within the timeframe described in our Bylaws and under the heading “Additional Information—Procedures for Submitting Shareholder Proposals” of this Proxy Statement.

Communication with the Board of Directors

Any shareholder or other interested party who would like to communicate with the Board or any of its committees, the independent directors as a group or any specific member or members of the Board should send those communications to Lantheus Holdings, Inc., 201 Burlington Road, South Building, Bedford, MA 01730, Attention: Corporate Secretary. Communications should specifically indicate for which member or members of the Board or any of its committees the communication is intended, as applicable. Those communications will generally be forwarded to the intended recipients. However, our Corporate Secretary may, in his sole discretion, decline to forward any communications that are inappropriate.

Director Nominee Biographies

Set forth below are the biographies for the Class I director nominees and each person whose term of office as a director will continue after the Annual Meeting.

Class I Directors for Election for a Three-Year Term Expiring at the 2028 Annual Meeting of Shareholders

Mary Anne Heino has served as a Director since August 2015, and became the Chair of our Board and a member of the Science and Technology Committee on March 1, 2024. She previously served as our CEO, a position she held from August 2015 until March 1, 2024, as our President, a position she held from August 2015 until March 2023, as our Chief Operating Officer, a position she held from March 2015 until August 2015, and as our Chief Commercial Officer, a position she held from April 2013 (when she joined the Company) until March 2015. Ms. Heino brings more than 30 years of diverse pharmaceutical industry experience to the Board. Ms. Heino received her Master of Business Administration from the Stern School of Business at New York University. She earned a Bachelor of Science in Nursing from the City University of New York and a Bachelor of Science in Biology from the State University of New York at Stony Brook.

Dr. Gérard Ber is a Director and a member of the Talent and Compensation and Science and Technology Committees, serving on the Board since June 2020. Dr. Ber is also a member of the Board of Evergreen Theragnostics, Inc. He served on the Board of Directors of Progenics Pharmaceuticals, Inc. from November 2019 until its acquisition by the Company. Dr. Ber was also the Co-Founder and former Chief Operating Officer of Advanced Accelerator Applications S.A. from 2002 until its acquisition by Novartis AG in January 2018. He brings over 30 years of experience in molecular nuclear medicine, specifically including product development, production and commercialization of diagnostics and therapeutic products for several indications in various diseases. Dr. Ber received his Doctorate from the Université of Pharmacy of Grenoble France.

Julie Eastland is a Director and a member of the Audit Committee, serving on the Board since September 2024. Ms. Eastland serves as the President and CEO and as a Director of Zentalis Corporation. She has served as an independent director and chair of the audit committee of Dynavax Technologies Corporation (parent, NASDAQ: DVAX) since July 2020 and her term will end in May 2025. She serves as an independent director, member of the audit committee and chair of the compensation committee of Seismic Therapeutic (parent) since September 2024. She has also served as a member of Harpoon Therapeutics (parent, NASDAQ: HARP) board of directors since October 2018 and as audit chair from 2018 to 2021. Ms. Eastland served as Harpoon’s CEO from November 2021 through its acquisition by Merck on March 2024. Prior to Harpoon, Ms. Eastland served as the Chief Financial and Business Officer of Rainier Therapeutics, Inc. (parent), a privately-held biotechnology company, from 2018 to 2020. Prior to Rainier Therapeutics, Ms. Eastland served as Chief Business Officer and Chief Financial Officer for Cascadian Therapeutics, Inc. (parent, NASDAQ: CASC), a biotechnology company, from September 2010 through its acquisition by Seattle Genetics in March 2018. Prior to Cascadian, Ms. Eastland served as the Chief Financial Officer and Vice President of Finance and Administration for VLST Corporation (parent), a privately-held biotechnology company, from January 2006 to September 2010. Prior to VLST Corporation, Ms. Eastland was the Vice President of Strategic Planning at Dendreon Corporation (parent, NASDAQ: DNDN), a biotechnology company, from October 2000 to October 2005. Prior to Dendreon, Ms. Eastland was the Controller at Amgen (parent, NASDAQ: AMGN), a biopharmaceutical company, from March 1996 to April 1998. Ms. Eastland also served on the board of Graybug Vision (parent, NASDAQ: GRAY) from September 2020 to March 2023 when it merged with Calcimedia. Ms. Eastland holds a B.S. in Finance from Colorado State University and an M.B.A. from Heriot-Watt University of the Edinburgh University in Scotland.

Samuel Leno is a Director and the Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee, serving on the Board since May 2012. Mr. Leno is a strategic executive with more than 40 years of experience with complex multinational companies. He most recently held the positions of Executive Vice President and Chief Operations Officer at Boston Scientific. He previously served as Executive Vice President, Finance and Information Systems and Chief Financial Officer. He retired from Boston Scientific in December 2011. Prior to joining Boston Scientific, Mr. Leno served as Executive Vice President, Finance and Corporate Services and Chief Financial Officer at Zimmer Holdings, Inc. and Chief Financial Officer positions at Arrow Electronics, Inc., Corporate Express, Inc. and Coram Healthcare. Previously, he held a variety of senior financial positions at Baxter International, Inc. and American Hospital Supply Corporation. He currently serves on the Board of Directors of GCM Manufacturing and Chairs its Audit Committee. He was the Chairperson of the Board of Directors and of the Audit Committee of Zest Anchors, Inc. He previously served on the Boards of Directors and the Audit Committees of Omnicare and TomoTherapy, Inc. and served on the Board of Directors of Endotronix, Inc. Mr. Leno served as a Lieutenant in the United States Navy and is a Vietnam veteran. He holds a Bachelor of Science in Accounting from Northern Illinois University and a Master of Business Administration from Roosevelt University.

Class II Directors Continuing in Office until the 2026 Annual Meeting of Shareholders

Minnie Baylor-Henry is a Director and a member of the Nominating and Corporate Governance, Talent and Compensation and the Science and Technology Committees, serving on the Board of Directors since March 2022. Since 2015, Ms. Baylor-Henry has served as the President of B-Henry & Associates, a consulting firm focused on providing regulatory and compliance strategy services to life sciences companies. Prior to assuming her current role, she was the Worldwide Vice President for Regulatory Affairs for Johnson & Johnson’s Medical Devices & Diagnostics business where she was directly responsible for coordinating the regulatory strategy for the approval of a wide portfolio of products globally. Prior to that, Ms. Baylor-Henry was a National Director for Regulatory & Capital Markets Consulting at Deloitte. From 1991-1999, she worked at the U.S. Food and Drug Administration (the “FDA”) where she served in many roles, most notably, FDA’s National Health Fraud Coordinator and, within the Center for Drugs, as the Director of the Division of Drug Marketing, Advertising, and Communications. In addition, Ms. Baylor-Henry is a former President & Board Chair of the Drug Information Association and of the Food and Drug Law Institute. Ms. Baylor-Henry is currently an independent director of Apyx Medical, Paratek Pharmaceuticals and scPharmaceuticals. Ms. Baylor-Henry is also a member of the Board of Directors of several not-for-profit companies, including Mass Eye & Ear Hospital, Howard University and Dress for Success Boston. Ms. Baylor-Henry received her Pharmacy degree from Howard University’s College of Pharmacy and her law degree from Catholic University’s Columbus School of Law.

Heinz Mäusli is a Director and a member of the Audit and Nominating and Corporate Governance Committees, serving on the Board of Directors since June 2020. He is also a member of the Board of Directors of Inventiva SA. He served on the Board of Directors and as the Chairperson of the Audit Committee of Progenics Pharmaceuticals, Inc. from November 2019 until its acquisition by the Company. Mr. Mäusli is the former Chief Financial Officer of Advanced Accelerator Applications S.A., where he worked from 2003 to 2018 when the company was acquired by Novartis. Mr. Mäusli previously worked as a management consultant for a number of strategy projects in both Europe and the United States for Accenture and Gemini Consulting, as well as independently. He brings more than 20 years of experience in the molecular nuclear medicine industry, as well as significant management and executive experience. Mr. Mäusli received a Master of Business Administration from Columbia University and a Lic. oec. from University of St.Gallen, Switzerland.

Julie McHugh is our Lead Independent Director and the Chair of the Nominating and Corporate Governance Committee and a member of the Talent and Compensation Committee, serving on the Board since January 2017. Ms. McHugh brings over 35 years of experience in the pharmaceutical, biotech and medical devices industries. She served as Chief Operating Officer of Endo Health Solutions, Inc., where she was responsible for the specialty pharmaceutical and generic drug businesses. Prior to that, Ms. McHugh was CEO of Nora Therapeutics, Inc., a venture capital backed biotech startup company focused on developing novel therapies for the treatment of infertility disorders. Previously, she served as Company Group Chairperson for the Worldwide Virology business unit of Johnson & Johnson, and prior to that, she was President of Centocor, Inc., a Johnson & Johnson subsidiary. In this role, Ms. McHugh oversaw the development and launches of several products, including Remicade^® (infliximab). Prior to joining Centocor, Ms. McHugh led the marketing communications for gastrointestinal drug Prilosec^® (omeprazole) at Astra-Merck Inc. Ms. McHugh currently serves as Chairperson of the Board of Directors and as a member of the Nominating and Governance Committee and Audit Committee of Ironwood Pharmaceuticals, Inc. and on the Board of Directors of New Xellia Group A/S. Ms. McHugh also serves as a member of the Senior Advisory Board for HealthCare Royalty Partners. She previously served on the Board of Directors of the Biotechnology Industry Organization, the New England Healthcare Institute, the Pennsylvania Biotechnology Association, Evelo Biosciences Inc., Aerie Pharmaceuticals Inc., Trevena Pharmaceuticals, EPIRUS Pharmaceuticals, Inc. and ViroPharma Inc. Ms. McHugh received a Master of Business Administration from St. Joseph’s University and a Bachelor of Science from Pennsylvania State University.

Dr. Phuong Khanh (P.K). Morrow is a Director and a member of the Science and Technology Committee, serving on the Board of Directors since February 2025. Since January 2024, Dr. Morrow has served as the Head of Oncology Area Unit (OTAU) at Takeda, a cancer research and development company. Prior to joining Takeda, Dr. Morrow served as Chief Medical Officer of CRISPR Therapeutics, a biotechnology company, from May 2022 to January 2024. Dr. Morrow previously spent over a decade at Amgen, from March 2012 to May 2022, where she served as Vice President and Global Therapeutic Area Head of Hematology, GI Oncology, GU Oncology, and Bone Diseases. Prior to joining Amgen, from June 2006 through February 2012, Dr. Morrow was Assistant Professor in the Department of Breast Medical Oncology at the University of Texas MD Anderson Cancer Center. Dr. Morrow received an M.D. from the University of Texas Medical School at Houston. She completed her internal medicine residency at Baylor College of Medicine and a Hematology/Oncology Fellowship at the University of Texas MD Anderson Cancer Center, where she received the Clifton D. Howe (Fellow of the Year) Award, the American Society of Clinical Oncology Young Investigator Award, and served as the Lyndon Baines Johnson Chief Fellow.

Class III Directors Continuing in Office until the 2027 Annual Meeting of Shareholders

Brian A. Markison joined the Board in September 2012 and served as Chair from January 2013 until March 1, 2024, when he became our CEO. Mr. Markison is a seasoned executive with more than 40 years of operational, marketing, commercial development and sales experience with international pharmaceutical companies. He is currently a Director of RVL Pharmaceuticals plc (formerly known as Osmotica Pharmaceuticals plc), after serving as Executive Chairperson of one of its predecessor companies, Vertical/Trigen Holdings, LLC. Previously, he held the position of President and CEO and member of the Board of Directors of Fougera Pharmaceuticals Inc., a specialty pharmaceutical company in dermatology, prior to its sale to Sandoz, the generics division of Novartis AG. Before leading Fougera, Mr. Markison was Chairman and CEO of King Pharmaceuticals, which he joined as Chief Operating Officer in March 2004, and was promoted to President and CEO later that year and elected Chairman in 2007. Prior to joining King, Mr. Markison held various senior leadership positions at Bristol-Meyers Squibb, including President of Oncology, Virology and Oncology Therapeutics Network; President of Neuroscience, Infectious Disease and Dermatology; and Senior Vice President, Operational Excellence and Productivity. Mr. Markison formerly served on the Board of Directors of Cosette Pharmaceuticals, Immunomedics, and Alere, Inc. He is also a Director of the College of New Jersey. Mr. Markison holds a Bachelor of Science degree from Iona College.

Gary J. Pruden is a Director, Chair of the Talent and Compensation Committee and a member of the Audit Committee, serving on the Board since February 2018. Mr. Pruden has over 30 years of experience in the global healthcare industry. Most recently, Mr. Pruden held a number of senior commercial leadership positions across both the medical device and pharmaceutical sectors of Johnson & Johnson from 1985 until 2017. In April 2016, Mr. Pruden was appointed as a member of the Executive Committee of Johnson & Johnson, where his official title was Executive Vice President, Worldwide Chairperson, Medical Devices. Prior to that, he held roles of increasing responsibility within Johnson & Johnson , serving as Worldwide Chairperson in the Medical Devices division from 2015 to 2016, as Worldwide Chairperson of Global Surgery Group from 2012 to 2015, as Company Group Chairperson of Ethicon, Inc. from 2009 to 2012, as Worldwide President of Ethicon, Inc., a Johnson & Johnson subsidiary, from 2006 to 2009, and as President of the Johnson & Johnson subsidiary, Janssen-Ortho Inc. in Canada, from 2004 to 2006. Mr. Pruden has also served in several capacities, including Chairperson of Technology & Regulatory Committee and Executive Committee Member, with the Advanced Medical Technology Association, a medical device trade association. Mr. Pruden currently serves on the Board of Directors and Compensation Committee for Ossio Inc., on the Board of Directors and Compensation Committee of Avisi Technologies Inc., and on the Board of Directors of Olympus Corporation and a member of the Nominating and Governance committee, and Chairman of the Quality and Regulatory committee. Mr. Pruden received his Bachelor of Science in Finance at Rider University, where he later served on the Board of Trustees from 2011 until 2015.

Dr. James H. Thrall is a Director, the Chair of the Science and Technology Committee and a member of the Nominating and Corporate Governance and Talent and Compensation Committees, serving on the Board since February 2018. Dr. Thrall currently holds the Distinguished Juan M. Taveras Professorship of Radiology at Harvard Medical School, having also served as Chairperson of the Department of Radiology at the Massachusetts General Hospital from 1988 until 2013. Previously, Dr. Thrall served as Chairperson of Radiology at the Henry Ford Hospital between 1983 and 1988, where he also served as a Physician Trustee and held the position of Vice Chairperson of the Board of Governors of the Henry Ford Medical Staff. Dr. Thrall is a member of the National Academy of Medicine and has served in leadership and board of directors positions at many U.S. and international medical and professional societies. Dr. Thrall received his M.D. from the University of Michigan in 1968 and trained in Radiology and Nuclear Medicine at the Walter Reed Army Medical Center, Washington, D.C. Dr. Thrall returned to the University of Michigan in 1975 and was promoted to Professor in 1981.

Director compensation

As part of its commitment to strong governance, an independent compensation consultant is engaged to review, analyze and make recommendations regarding the Company’s non-employee director compensation program. The review covers the levels of cash and equity compensation that are provided to non-employee directors, as well as the overall design and structure of the program, against the same peer group of public companies used for executive compensation benchmarking purposes. The independent compensation consultant makes recommendations to the Nominating and Corporate Governance Committee, which (in consultation with the Talent and Compensation Committee) recommends to the full Board for approval, any changes to the non-employee director compensation program.

After reviewing the results of a compensation study prepared by Pearl Meyer, the Talent and Compensation Committee’s independent compensation consultant for 2024, the Nominating and Corporate Governance Committee (in consultation with the Talent and Compensation Committee) recommended, and the Board approved, a modest increase to the annual fee for Board members and an increase to the annual fee for the Chair of the Board, in each case for the April 2024 to April 2025 director term, as reflected in the table below.

Consistent with this benchmarking exercise, the Board adopted the following plan for annual compensation applicable to each of our non-employee directors. The annual compensation is a combination of cash (paid quarterly in advance and prorated for partial periods of service) for services as a director and, as applicable, a Board committee member, together with equity. The timing of our annual grant of equity to our non-employee directors to align with the timing of our Annual Meeting and the term of service of each non-employee director.

Elements of Director Compensation

Each non-employee director receives annual compensation in the form of an annual cash retainer and an annual equity retainer as noted below:

Non-employee directors are also entitled to reimbursement for out-of-pocket expenses incurred in connection with rendering those services for so long as they serve as directors. Directors who are employees of the Company (i.e., our CEO) do not receive separate or additional compensation for their services as directors or committee members.

The following table shows the actual compensation paid to the individuals who served as our non-employee directors in 2024:

Director Compensation

All non-employee directors are subject to the Company’s Stock Ownership and Retention Guidelines described below, which require each director to hold Shares valued at an amount equal to three times the annual cash retainer received for Board services (excluding committee and chair retainers). Until a non-employee director achieves her or his required ownership level, she or he is required to retain 50% of all after-tax Shares issued upon (i) the exercise of any vested Company stock option award (calculated on a net exercise basis) or (ii) the vesting of any other equity award (such as restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance-based vesting (“PSAs”) and performance-based restricted stock units (“PSUs”)) granted in or after 2019. Our non-employee directors are required to comply with the Stock Ownership and Retention Guidelines within five years of when the Stock Ownership and Retention Guidelines first apply to them. As of December 31, 2024, each of our directors had either already achieved the requirements under the guidelines or was within the five-year period to comply.

In addition, all directors are subject to the prohibitions on transacting in Company securities described in this Proxy Statement under the heading “Short Term Trading, Hedging and Pledging Prohibition” and our insider trading policy described in this Proxy Statement under the heading “Insider Trading Policy.”

Beneficial ownership

Beneficial Ownership of Directors and Executive Officers

The following table sets forth information regarding the beneficial ownership of our common stock held by (i) each of our directors, (ii) each of our named executive officers, (iii) our directors and executive officers as a group and (iv) each person known to us to beneficially own more than 5% of our common stock. For our directors and officers, except as otherwise indicated in the footnotes below, the information is as of the record date, March 3, 2025. For other shareholders who own more than 5% of our common stock, the information is as of the most recent Schedule 13G filed by each of those shareholders with the SEC.

Beneficial ownership of Shares is determined under the rules of the SEC and generally includes any Shares over which a person exercises sole or shared voting or investment power. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all Shares shown as beneficially owned by them.

Percentage of beneficial ownership is calculated in part based on 68,480,308 Shares outstanding as of March 3, 2025. Shares underlying RSAs or RSUs that are currently vested or that will vest within 60 days of March 3, 2025, and stock options currently exercisable or exercisable within 60 days of the date of this Proxy Statement, are deemed to be outstanding and beneficially owned by the person holding those RSAs, RSUs and options for the purposes of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person.

Unless otherwise indicated, the address for each holder listed below is c/o Lantheus Holdings, Inc., 201 Burlington Road, South Building, Bedford, MA 01730.

Equity Compensation Plan Information

The following table provides information about the securities authorized for issuance under our equity incentive plans as of December 31, 2024:

Delinquent Section 16(a) Reports

Section 16(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”), requires our executive officers, directors, and “beneficial owners” of more than 10% of our common stock to file stock ownership reports and reports of changes in ownership with the SEC. Based on a review of those reports and written representations from the reporting persons, we believe that during fiscal 2024, all transactions were reported on a timely basis except for: a Form 4 for Daniel M. Niedzwiecki to report the withholding of Shares to satisfy tax withholding obligations upon the vesting of restricted stock units on April 17, 2024, which was filed on April 26, 2024, a Form 4 for Dr. Gérard Ber to report the withholding of Shares to satisfy tax withholding obligations upon the vesting of restricted stock units on May 8, 2023, which was filed on May 15, 2024, and a Form 4 for Mary Anne Heino to report the sale of one Share indirectly held by Ms. Heino through a Grantor Retained Annuity Trust on June 7, 2024, which was filed on March 17, 2025.

Proposal 2: Advisory vote to approve executive compensation

We are seeking your advisory vote as required by Section 14A of the Exchange Act, to approve the compensation of our named executive officers as described in the Compensation Discussion and Analysis, the compensation tables and related material contained in this Proxy Statement. Because your vote is advisory, it will not be binding on the Talent and Compensation Committee or the Board of Directors. However, the Talent and Compensation Committee and the Board will review the voting results and strongly take them into consideration when making future decisions regarding executive compensation.

Our executive compensation program is designed to:

Consistent with this philosophy, a significant portion of the total compensation opportunity for each of our executives is directly tied to the achievement of strategic, operational and corporate performance objectives, as well as our relative performance against comparable companies.

Shareholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our compensation policies and procedures implement our compensation philosophy. The Talent and Compensation Committee and the Board of Directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving the goals of our executive compensation program.

Vote Required and Board of Directors’ Recommendation

Although the “say-on-pay” vote we are asking you to cast is non-binding, the Talent and Compensation Committee and the Board value the views of our shareholders and will strongly consider the outcome of the vote when determining future compensation arrangements for our executive officers. Approval of the resolution requires the affirmative vote of a majority of the votes properly cast at the Annual Meeting. Abstentions and broker non-votes will have no effect on the voting of this proposal. We expect to hold an advisory vote to approve the compensation of our named executive officers annually until the next advisory vote on the frequency of such advisory votes, which will occur no later than our 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). Accordingly, we expect that the next “say-on-pay” vote will occur at the 2026 Annual Meeting.

Executive compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) explains our executive compensation program for our named executive officers (“NEOs”) listed below. The CD&A also describes the process followed by the Talent and Compensation Committee for making pay decisions, and its rationale for specific decisions related to 2024.

Our NEOs for the year ended December 31, 2024, were:

References in the CD&A to compensation decisions and policies applicable to our NEOs are limited to NEOs that were or are serving as executive officers of the Company at the time that such compensation decision was made or at the time that such policy is in place.

EXECUTIVE SUMMARY

Business Summary and Performance Highlights

We are the leading radiopharmaceutical-focused company, delivering life-changing science to enable clinicians to Find, Fight and Follow disease to deliver better patient outcomes. We classify our products into three categories: Radiopharmaceutical Oncology, Precision Diagnostics, and Strategic Partnerships and Other Revenue.

2024 was another stellar year for our Company, highlighted by the following:

Key Compensation Decisions and Actions

Our executive compensation program has three primary elements: base salary, annual cash incentives in accordance with our Executive Team Incentive Bonus Plan (the “2024 Executive Bonus Plan”), and long-term equity incentives. Each of these elements serves a specific purpose in our compensation strategy. Base salary is an essential component of any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term equity incentives drive our NEOs to focus on long-term sustainable shareholder value creation. Based on our performance, and consistent with the design of our program, the Talent and Compensation Committee made the following executive compensation decisions for fiscal year 2024:

Advisory “Say-on-Pay” Vote

Each year, we carefully consider the results of our shareholder “say-on-pay” vote from the preceding year. At our 2024 Annual Meeting of Shareholders, approximately 97% of the votes were cast in favor of the compensation of our NEOs, as disclosed in our 2024 Proxy Statement. The Talent and Compensation Committee considered the results of the 2024 shareholder advisory vote on executive compensation when determining our 2025 executive compensation and will continue to consider our say-on-pay results, as well as feedback we receive throughout the year when making decisions about our executive compensation program.

Key Compensation Governance Attributes

We believe that a sound executive compensation program is grounded in key governance practices. Below is a summary of what we consider to be the good governance features of our executive compensation program:

WHAT GUIDES OUR PROGRAM

Compensation Philosophy

The core philosophy of our executive compensation program is to support our primary objective of being a provider of innovative diagnostics, radiotherapeutics, and artificial intelligence solutions designed to enable clinicians to Find, Fight and Follow disease to deliver better patient outcomes. Specifically, the Talent and Compensation Committee believes the most effective executive compensation program for all executives, including NEOs:

While we do not target any specific mix of compensation, it is our intent to have a significant portion of total compensation be variable in nature to promote a pay-for-performance culture. Further, the Talent and Compensation Committee is committed to a program that contains a strong link between achieving our financial and strategic objectives, and compensation earned or awarded to further support this culture.

Our compensation philosophy allows for flexibility in establishing compensation levels and pay mix for executives. This flexibility is important to ensure our executive compensation program is competitive and that our compensation decisions appropriately reflect the unique contributions and characteristics of our NEOs. The CEO’s target compensation places a greater emphasis on variable compensation than that of the other NEOs because our CEO’s actions have a greater influence on the performance of the Company as a whole. For all NEOs, the mix of target compensation elements is heavily weighted toward variable compensation with a balanced focus on strategic, financial, and stock performance.

The Talent and Compensation Committee considers the following factors when determining compensation for our executive officers, including our NEOs:

The weighting of these and other relevant factors is determined on an individual basis for each executive officer after consideration of the relevant facts and circumstances.

The Talent and Compensation Committee targets the 50th percentile of the market for target compensation opportunities but reserves the right to compensate NEOs above or below that level based on the factors identified above. Further, actual compensation earned can be greater or less than target compensation based on Company and individual performance.

Elements of Compensation

Our executive compensation program is designed to achieve several important objectives, which we articulate in our compensation philosophy above. We accomplish these objectives through different elements of compensation, each with its purpose, operation, and timing. Below is a summary of each of the primary elements of our executive compensation program, the purpose of each such element, and the general timing of when each element is adjusted, or awards are granted, as applicable.

2024 Total Target Compensation Pay Mix

Our executive compensation program emphasizes variable pay, with a balance of cash incentives and long-term equity. Our 2024 program maintained an emphasis on long-term equity incentives, which represented the largest percentage of total target compensation for our NEOs for 2024. The charts below show the mix of 2024 total target compensation for Mr. Markison, who has served as our CEO since March 2024, and our average for other NEOs. Target compensation levels for Ms. Heino and Mr. Montagut are not included, given they both ceased to be employed by the Company in 2024.

The Decision-Making Process

The Talent and Compensation Committee monitors, discusses, reviews, recommends, and approves certain actions related to executive compensation and our overall executive compensation program. The Talent and Compensation Committee uses an independent compensation consultant in nearly all cases to assist the Talent and Compensation Committee in its deliberations and decision-making process. Certain management team members also assist in developing materials and explaining aspects of our compensation program.

Our Talent and Compensation Committee typically reviews and discusses management’s proposed compensation with our CEO for all executive officers other than our CEO. Following the Talent and Compensation Committee’s discussions with management and consideration of the CEO’s performance and market data provided by Pearl Meyer (described below), the Talent and Compensation Committee then consults with the Board about the compensation of our CEO before approving the CEO’s compensation. The Talent and Compensation Committee meets regularly throughout the year.

Market Benchmarking

Our Talent and Compensation Committee utilizes a compensation peer group (which is reviewed and updated at least annually) and other current market data (which is updated regularly) in making compensation decisions. This information provides context for the Talent and Compensation Committee in setting target compensation levels going forward.

The Talent and Compensation Committee reviews our compensation peer group as part of its annual governance process. In July 2024, the Talent and Compensation Committee conducted an in-depth assessment of our 2023 peer group to evaluate if those companies have kept pace with the change to our business and the evolving market for talent in which we compete. At the recommendation of Pearl Meyer, the Talent and Compensation Committee identified appropriate changes to our 2024 peer group based on the following criteria:

Based on the screening criteria and other factors previously mentioned, Pearl Meyer recommended, and the Talent and Compensation Committee approved, minor changes to our peer group for 2024, which resulted in the removal of 10x Genomics (TXG) and Amphastar Pharmaceuticals (AMPH) and the addition of Apellis Pharmaceuticals (APLS) and Waters (WAT). Our updated peer group is listed below:

The companies included in this 18-company peer group were determined to be reasonably sized relative to Lantheus based on the following statistics*: