UTHR United Therapeutics Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.      )

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United Therapeutics Corporation
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LEAD INDEPENDENT DIRECTOR’S LETTER To Our Fellow Shareholders, No company can command its people to deliver the creativity, loyalty, and drive that create biotechnology magic and shareholder value. But since our founding, we have worked to set ourselves apart as a caring, daring, and happily different team that enables its people to give their best — and get our best. Think this is corporate hype? Think again. United Therapeutics was founded to find treatments for pulmonary arterial hypertension (PAH), following the PAH diagnosis of the daughter of our Founder, Chairperson, and CEO. Patient-centricity is real here. We didn’t need the brutal events leading to the renewed focus on social justice to understand the value of a diverse team, both in creativity and in leadership. Our twelve-member board includes five women, three directors who self-identify as under-represented minorities, and one who self identifies as a member of the LGBTQ+ community. Our management team is similarly diverse — 47% female and 29% identify as racial or ethnic minorities. That’s just the beginning. We adhere to a minimum “living wage,” enable every employee to become a shareholder, and provide an array of health, savings, education, work-life integration, family, and other benefits to treat our employees holistically and turn jobs into careers. That isn’t all. Not only did we not lay off, furlough, or reduce the pay of any Unitherians as a result of the pandemic, despite initially having to stop enrollment of our clinical trials and put other projects on hold, we gave every employee multiple additional bonuses in 2020 to help them face the sometimes major challenges that new work protocols and family changes created. Even that isn’t all. Later this year we will be asking you, our shareholders, to support our conversion into a public benefit corporation (PBC) to match the legal status of our subsidiary Lung Biotechnology PBC. We believe our charter should align with our values — and how we already run the company — and not the other way around. And is all this working for our shareholders? We now have four approved therapies to treat PAH plus a drug for a rare pediatric cancer; we recently obtained FDA approval for the first-ever treatment of pulmonary hypertension associated with interstitial lung disease; we have a strong pipeline of studies in various fibrotic diseases; and we have exciting programs in the organ transplant space — including organ printing. The combination of our steady revenue streams, conservative budgeting, exceptional leadership, and a powerhouse of creative Unitherians helped us deliver a 72% stock price increase during 2020. I am proud to be the Lead Independent Director of United Therapeutics, honored to be a member of our exceptional Board and team, and unabashed about asking for your voting support on the items described in this Proxy Statement so we can continue to redefine the biotech norm and deliver for you, our patients, our Unitherians, and our stakeholders. Onward! CHRISTOPHER PATUSKY, J.D., M.G.A. Lead Independent Director Vice Chair of the Board Chair of the Compensation Committee

The combination of our steady revenue streams, conservative budgeting, exceptional leadership, and a powerhouse of creative Unitherians helped us deliver a 72% stock price increase during 2020.

2021 Proxy Statement     1

United Therapeutics at a Glance

United Therapeutics at a Glance

WHAT IS UNITED THERAPEUTICS?

United Therapeutics is a profitable, 25-year old, $9B+ market cap, dare-to-be-different biotechnology company that is building on its expertise and success developing therapies for PAH to address other chronic, life-threatening medical conditions ranging from pulmonary fibrosis, to pediatric cancer, to organ manufacturing and transplantation. Our profit margins are among the strongest in the entire biotechnology industry.

WHAT DID WE DO IN 2020?

We continued to deliver strong operating results from our four PAH therapies and our pediatric cancer treatment, yielding revenues of ~$1.5 billion and net income of over $500 million. But this solid result was by no means a given.

Like many companies, we felt the impact of the COVID-19 pandemic. It delayed the launch of the Remunity^® Pump for Remodulin^® until February 2021. Enrollment of our clinical trials was temporarily paused as hospitals shut down. We felt pressure on our revenues, as it became difficult for patients to start advanced therapies, and our staff was limited to virtual interactions with healthcare providers. Our product development teams, however, quickly found ways to adapt clinical trial protocols and expand clinical site activation efforts, and we worked hard to ensure patients had uninterrupted access to our therapies.

We obtained approval of the Remunity Pump for Remodulin in 2020, and launched the product in February 2021. We believe this product will help us maintain and grow Remodulin revenues going forward. We submitted a supplemental new drug application for Tyvaso^® in patients with pulmonary hypertension due to interstitial lung disease (PH-ILD), which the FDA approved in March 2021 following the results of an exciting study published in the New England Journal of Medicine.

We also continued to listen to our shareholders — twice reaching out to those representing over 70% of our shares to offer engagement with our Board members — and steadily increased the detailed information we provide on our sustainability efforts, Board refreshment, and compensation practices. And we amended our certificate of incorporation to begin the destaggering of our Board of Directors.

HOW DID WE DO IN 2020?

Our solid 2020 results in the midst of a pandemic are a testament to the value of our focus on being a built-to-last, long-focused, and people-focused company. Successful R&D efforts led to a return to revenue growth in 2020, and strong revenues coupled with conservative budgeting generated substantial free cash flow. These contributed to our strong financial condition, including $3.0 billion in cash, cash equivalents, and marketable securities as of December 31, 2020 ($2.2 billion net of $800 million in indebtedness).

This execution led to a significant rebound in our stock price. During 2020, our stock price grew by 72%, outperforming the 26% return generated by the Nasdaq Biotechnology Index.

WHERE ARE WE HEADING?

In addition to the already-launched label expansion for Tyvaso in PH-ILD and the Remunity Pump for Remodulin, both in 2021, we are striving toward additional potential product approvals/launches such as Tyvaso DPI™ and the Implantable System for Remodulin.

We expect to continue to grow revenue from our treprostinil-based therapies through label expansions, new indications, new formulations, and the introduction of new delivery devices. We are also working on a number of entirely new therapies to treat PAH and other rare diseases that we hope to launch over the next several years. Longer-term, we have set the ambitious goal of solving the acute shortage of transplantable organs through our innovative organ manufacturing programs, including ex-vivo lung perfusion, xenotransplantation, regenerative medicine, and organ printing.

Our conservative balance sheet not only places our company in a very strong position to weather successfully the continued economic effects of the pandemic, but also gives us strategic flexibility to continue to seek out and drive down "corridors of indifference" to help patients with PAH and other orphan lung diseases in need.

Finally, we started the process, which we hope our shareholders will approve later in 2021, to amend our charter to become a Delaware public benefit corporation, which is already the legal status of our subsidiary Lung Biotechnology PBC. We believe this step will align our charter with our existing values and operating model.

2     United Therapeutics

UNITED THERAPEUTICS CORPORATION

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

	DATE AND TIME			LOCATION			WHO CAN VOTE
Friday, June 25, 2021 10:30 a.m. Eastern Time			virtualshareholdermeeting.com/ UTHR2021			Shareholders as of April 30, 2021 are entitled to notice of, and to vote at, our 2021 Annual Meeting of Shareholders

Voting Items

Shareholders will also consider and act upon such other business as may properly come before the Annual Meeting of Shareholders and any adjournment or postponement thereof. Proxy materials or a Notice of Internet Availability are being distributed to shareholders on or about May 7, 2021. This year’s Annual Meeting will be conducted solely virtually via live audio webcast. Our Board reached this decision after careful consideration and in light of ongoing developments related to COVID-19. A virtual format will enable shareholders to participate from any location and at no cost, while safeguarding the health of our shareholders, management, and Board. To attend the meeting online, vote your shares electronically, or submit questions, go to the website listed above. The Annual Meeting will begin at 10:30 a.m. Eastern Time on Friday, June 25, 2021, and you are encouraged to login early to avoid any delay due to technical issues. Please review the information in the Proxy Statement for additional information. Whether or not you expect to attend the meeting virtually, you are requested to vote your shares as promptly as possible so that your shares are represented at the meeting. All shareholders are extended a cordial invitation to attend this meeting. Our list of shareholders as of the Record Date will also be available for inspection for the ten days prior to the Annual Meeting. To inspect the list, please email our Investor Relations department at IR@unither.com.

By Order of the Board of Directors,

PAUL A. MAHON
Corporate Secretary
April 29, 2021

How to Vote

	INTERNET			TELEPHONE			MAIL
Before the meeting, go to proxyvote.com During the meeting, go to virtualshareholdermeeting.com/UTHR2021			(800) 690-6903			Mark, sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope

2021 Proxy Statement     3

TABLE OF CONTENTS

4     United Therapeutics

Table of Contents

2021 Proxy Statement     5

BUSINESS OVERVIEW

Our Business

We market four products for PAH and one product for pediatric high-risk neuroblastoma (NB). One of our PAH products, Tyvaso, has recently been approved to treat PH-ILD, making it the only approved therapy to treat this life threatening disease that we believe impacts at least 30,000 patients in the United States.

PAH Portfolio		NB Product

Innovation and Revenue Growth Despite Generic Challengers

Three of our PAH products are prostacyclin analogues based on the molecule treprostinil: Remodulin (delivered parenterally, via intravenous (IV) or subcutaneous (subQ) pumps), Tyvaso (an inhaled product), and Orenitram^® (an oral tablet). Our fourth PAH product is Adcirca^®, a PDE-5 inhibitor. Unituxin^® is a monoclonal antibody for treatment of high-risk NB.

In 2018, generic versions of Adcirca were introduced, leading to a sharp decline in our revenue for this product, which is typical of the generic erosion curve for a small-molecule oral product. In addition, we saw the market entry of a generic version of Remodulin used in IV pumps in March 2019. Although many analysts predicted sharp declines for Remodulin, we expected and saw a resilient response, with relatively few U.S. patients choosing the generic version over branded Remodulin. Our U.S. Remodulin revenues have remained strong, and our overall revenues from our treprostinil-based products grew by 5% in 2020 compared to 2019. Revenues from two of our treprostinil-based products (Orenitram and Tyvaso) grew by 30% and 16%, respectively.

Going forward, we are actively working to improve the treprostinil molecule and each of its delivery systems to enhance convenience, safety, and patient outcomes. We are also actively studying additional indications for Tyvaso. We expect these efforts will result in revenue growth for each of our treprostinil-based products.

Remodulin: Next-Generation Parenteral Pump Systems

Our next-generation IV and subQ treprostinil pump systems are designed to improve patient convenience and potentially serve some of the 30-40% of PAH patients who refuse parenteral therapy because of site pain, the inconvenience of current pump designs or interference with lifestyle choices. We made substantial progress with our next-generation pump systems in 2020; the FDA cleared the pharmacy-filled Remunity Pump for Remodulin in February 2020 and we launched the Remunity Pump commercially in February 2021.

		IMPLANTABLE SYSTEM FOR REMODULIN ●Ease of use and reduced risk of bloodstream infections ●Once-monthly refills or longer			1			3	REMOLIFE ●Next-generation ambulatory infusion pump with smartphone compatibility ●Development-stage program
FDA APPROVED(2)
		REMUNITY ●Small, lightweight, durable subQ pump with disposable cartridges ●Flexible dosing via an acoustic volume sensing technology			2			30-40% OF PAH PATIENTS REFUSE PARENTERAL THERAPY BECAUSE OF CONCERNS AROUND IV USE, SUBQ PAIN, OR LIFESTYLE INTERFERENCE(1)
LAUNCHED FEBRUARY 2021

6     United Therapeutics

Business Overview

Orenitram: FREEDOM-EV Label Expansion

In October 2019, the FDA approved a label expansion for Orenitram that incorporated the results of our FREEDOM-EV study. The FREEDOM-EV study showed that Orenitram, when taken with an oral PAH background therapy, decreased the risk of a clinical worsening event versus placebo by 25% (p=0.0391), driven by a 61% decrease in the risk of disease progression for patients taking Orenitram, when compared to placebo (p=0.0002). Orenitram is now indicated to delay disease progression and improve exercise capacity. We believe this will drive continued growth in Orenitram revenues.

Tyvaso: INCREASE, PERFECT, and TETON Studies in New Indications

In 2020, we announced the successful results of the INCREASE study of our Tyvaso inhaled treprostinil therapy in PH-ILD, and the FDA approved the addition of PH-ILD to the Tyvaso label in March 2021. We estimate there are over 30,000 U.S. patients with PH-ILD, who until now have had no approved therapies to treat their condition. In addition, we are conducting a pivotal study of Tyvaso in patients with PH associated with chronic obstructive pulmonary disease (PH-COPD) called the PERFECT study, and have recently commenced the TETON study of Tyvaso to treat idiopathic pulmonary fibrosis (IPF). We believe there are approximately 100,000 PH-COPD and 100,000 IPF patients in the United States. Presently, there are no FDA-approved therapies indicated to PH-COPD, and treatment options for IPF patients are extremely limited.

Treprostinil Label Expansion Efforts

Potential U.S. Population	45,000	30,000	100,000	100,000
Data Read-Out	✓	✓	Study ongoing	Study startup
FDA Approval	✓	✓	TBD	TBD

Tyvaso DPI

We are developing a dry powder formulation of treprostinil called Tyvaso DPI for the treatment of PAH, under a license from MannKind Corporation (MannKind). Tyvaso DPI incorporates the dry powder formulation technology and Dreamboat^® inhalation device technology used in MannKind’s Afrezza^® (insulin human) Inhalation Powder product, which was approved by the FDA in 2014. We believe this product, which is a small, pocket-sized inhaler that does not need electricity, will have significant convenience advantages over current inhaled prostacyclin alternatives, which rely on the use of lengthy breathing sessions with nebulizers that need to be plugged in. Following successful pivotal development studies that demonstrated biocomparabilty between Tyvaso DPI and Tyvaso Inhalation Solution, we submitted an NDA to the FDA to approve this new therapy in April 2021 to treat both PAH and PH-ILD. We anticipate an expedited eight-month FDA review of this NDA as a result of our use of a priority review voucher we purchased in January 2021.

Prodrug Development: RemoPro™ and OreniPro™

We are conducting a series of phase 1 studies to develop a new prodrug of treprostinil called RemoPro, which is intended to enable subcutaneous delivery of treprostinil therapy without the site pain currently associated with subcutaneous Remodulin. As a prodrug, RemoPro is designed to be inactive in the subcutaneous tissue, which should decrease or eliminate site pain, and to metabolize into treprostinil once it is absorbed into the blood. We are also developing an oral prodrug version of Orenitram we call OreniPro, in order to provide increased tolerability and convenience through a once-daily dosing regimen.

2021 Proxy Statement     7

Business Overview

United Therapeutics Treprostinil Historical Annual Net Sales

We’re Moving Beyond Treprostinil…

We believe that treprostinil will be one of the standards of care in PAH for some time to come and anticipate significant growth through label expansions (such as PH-ILD for Tyvaso) and new formulations and delivery devices. In addition, we are working on programs beyond treprostinil that we think could have an outsized impact on patients with PAH and other lung diseases.

Ralinepag in PAH. Ralinepag is a next-generation, oral, selective, and potent prostacyclin receptor agonist in development for the treatment of PAH. We are conducting two phase 3 studies of ralinepag: (1) ADVANCE OUTCOMES, which is an event-driven study of ralinepag in PAH patients with a primary endpoint of time to first clinical event; and (2) ADVANCE CAPACITY, which studies the effect of ralinepag on exercise capacity in PAH patients with a primary endpoint of change in peak oxygen uptake via a cardiopulmonary exercise test. Both of these studies are global, multi-center, placebo-controlled trials of patients on approved oral background PAH therapies. We believe ralinepag’s once-daily dosing will make it highly competitive with the existing approved oral prostacyclin agonist, selexipag, which is a competitor’s product that generated U.S. revenues of more than $1.0 billion in 2020.

Aurora-GT™. We’re conducting a clinical study (called SAPPHIRE) of a gene therapy product called Aurora-GT, in which a PAH patient’s own endothelial progenitor cells are isolated, transfected with the gene for human endothelial nitric oxide synthase, expanded ex-vivo, and then delivered to the same patient. This product is intended to rebuild the blood vessels in the lungs that are destroyed by PAH. This is a registration stage study in Canada sponsored by Northern Therapeutics, Inc., a Canadian entity in which we have a 49.7 percent voting stake and a 71.8 percent financial stake. We have the exclusive right to pursue this technology in the United States.

…and Seeking a Cure

We believe that the ultimate solution for PAH patients and patients with many other life-threatening diseases is a cure through transplantation. Each year, end-stage organ failure kills millions of people. A significant number of these patients could have benefited from an organ transplant. Unfortunately, the number of usable, donated organs available for transplantation has not grown significantly over the past half century, while the need has soared. Our long-term goals are aimed at addressing this shortage. With advances in technology, we believe that creating an unlimited supply of tolerable manufactured organs is now principally an engineering challenge, and we are dedicated to finding engineering solutions.

We are heavily engaged in the early-stage research and development of a number of organ transplantation-related technologies including regenerative medicine, organ bio-printing, xenotransplantation, and ex-vivo lung perfusion.

8     United Therapeutics

Business Overview

2020 Performance in Review

Steady Performance During 2020 Despite COVID-19

The COVID-19 pandemic presented a number of challenges, causing us to pause enrollment of all of our clinical trials and delay the launch of the Remunity Pump, and making it more difficult to sell our therapies. We felt pressure on our revenues, as it became difficult for patients to start advanced therapies, and our staff was only able to interact virtually with healthcare providers. Our solid balance sheet and conservative budgeting algorithm mitigated these impacts, and we made no pandemic-related reductions in staffing, employee compensation, or research and development programs. Many of our employees were forced to adapt to a new work-from-home environment, while others continued to work in-person to keep our manufacturing and research and development efforts on track to ensure an uninterrupted supply of our therapies to patients. We are very proud of the work of our employees, and grateful for their efforts during these challenging times. Our many accomplishments in 2020 have put our company on a solid footing for an exciting year in 2021 and beyond.

2021 Proxy Statement     9

Corporate Responsibility

Corporate Responsibility

Mission and Unitherian Culture

At United Therapeutics, we are crystal clear about our purpose and talk about it often — developing innovative therapies for unmet needs, with the ultimate objective of finding a cure for end-stage organ diseases by creating an unlimited supply of transplantable organs. We maintain a vibrant, entrepreneurial culture, instilling our employees with a sense of ownership and meaning that we believe gives us a competitive advantage in achieving our mission.

Our Patients

Innovation: In 2020, we reported the results of the first-ever successful pivotal study of a therapy in patients with PH-ILD, a condition impacting over 30,000 patients in the U.S. with no approved therapies until our Tyvaso therapy was approved in that indication this year. Patient Safety: Nearly 1,800 volunteers participated in 19 of our clinical trials in 2019. We are subject to external audits by health authorities who verify that we are complying with applicable laws, regulations, and ethical standards. No regulatory inspections of our clinical trials resulted in required, voluntary, or official actions or monetary fines in 2019. Patient Support, Education, and Financial Assistance: We rolled out our first copay assistance care program for patients taking Adcirca in 2010. During the past ten years, over 20,000 patients have enrolled in our ASSIST programs and received help in filling over 240,000 dispensed prescriptions.

Our People

Diversity & Inclusion: We are fully committed to diversity, equity, and inclusion — see details below. Communication: Recent surveys showed that 93% of our participating employees “have a high degree of trust, are likely to be retained, and are highly engaged.” People Programs: Our people programs are designed to demonstrate how much we value our employees, and to enable all employees to participate in our financial success. For example, all full-time domestic employees receive minimum annual compensation of $75,000, including salary and bonus eligibility. We also provide meaningful opportunities for employees to share in our success by making every full-time employee a shareholder through our long-term incentive programs. We offer market-leading benefit programs and provide access to a variety of health and wellness facilities and programs, such as on-site childcare centers and state-of-the-art fitness centers, and access to 24/7 employee assistance programs. COVID-19 Response: We worked hard to support our employees during the pandemic, as discussed further below.

Our Planet and Communities

Environmental Stewardship: We operate eleven solar arrays that generate over 20% of the electricity that we consume on an annual basis. We also buy renewable energy credits to offset 100% of the electrical consumption at our Silver Spring, MD campus other than our site net zero Unisphere facility. Historical Environmental Data: We provide information about our environmental footprint. As we expand our environmental, social, and governance (ESG) reporting efforts, we remain committed to taking groundbreaking steps to diminish our climate impact and enhance our disclosures. Our Community Programs: In 2019, we held our annual Community Service Day events at both our RTP and Silver Spring locations. We had over 280 employees participate in our half and full day experiences which benefit local organizations in our communities. In 2020, in light of the pandemic we held a virtual Community Service Day where each employee was provided a cash stipend to donate to the non-profit charity of their choosing, and employees shared the details of their chosen organizations and any related service activities on our internal social media platform.

10      United Therapeutics

Corporate Responsibility

Our Principles & Other Priorities

Ethics & Compliance: Our Compliance Principles, based on our key tenet of "Do the Right Thing," outline how we expect all Unitherians to behave. Workplace Safety: We had 8 recordable/reportable incidents for our U.S. operations in 2020, with an overall incidence rate of 0.9 per 100 full-time workers. This is significantly below the incidence rate of 1.7 per 100 full-time workers for our industry. Supply Chain Management: United Therapeutics maintains a rigorously compliant GxP Quality & Compliance program covering those aspects of our supply chain that could impact the quality and safety of our products. We use more than 700 pre-qualified raw material vendors and service providers to support clinical and commercial business operations.

For more details about our commitment to Corporate Responsibility, download our 2020 Corporate Responsibility report at corporateresponsibility.unither.com. The information on the sustainability website and in the 2020 Corporate Responsibility report are not incorporated by reference into, and do not form part of, this Proxy Statement.

Diversity, Equity, and Inclusion

Over the course of 2020, we strengthened our focus on Diversity, Equity & Inclusion (DE&I) at the Board level and throughout our company. We paused, listened to our employees, and took stock of where we are, and where we want to take DE&I together as an organization. Our goal is to ensure that DE&I continues to be ingrained into our DNA. To this end, in 2020 we:

All Employees	Management

Support for Our Employees During the Pandemic

During the COVID-19 pandemic we have remained committed to supporting the health and wellness of our employees who are working hard to ensure we are able to maintain a continuous supply of medicines to our patients. Early in the pandemic we provided personal protective supply kits to all employees, and we moved quickly to transition all employees who could work remotely to a work-from-home model. For those employees required to come to our facilities, we remain focused on providing the safest possible working environment. To further support our employees during this challenging time, we provided all employees with multiple cash bonuses to supplement their regular salaries and bonuses, which have not been impacted by the pandemic, and provided our employees with paid leave when they have been unable to work due to COVID-19 related issues. Throughout the pandemic, we have maintained consistent contact with our employees to keep them informed and feeling connected. We are committed to ensuring the safest possible work environment and acknowledging our employees’ contributions during this unprecedented time.

2021 Proxy Statement     11

Creating a Sustainable Public Benefit Corporation

In 2021, we plan to seek shareholder approval to convert our company from a traditional Delaware corporation into a Delaware public benefit corporation (PBC). We believe this change will help align our legal form with our longstanding commitment to serve our patients; enhance our ability to recruit and retain top talent; reinforce our standing and credibility with regulators and stakeholders; attract more of the rapidly growing pools of duration, impact, and ESG-screened capital; and therefore enhance our ability to create excellent and sustainable value for our shareholders.

The fiduciaries of public benefit corporations must identify the specific public benefit mission they will pursue alongside their creation of shareholder value. They must also report on their promotion of this specific public benefit mission.

This proposed conversion is a logical extension for us. In 2015, we formed the first-ever PBC subsidiary of a public biopharmaceutical company, called Lung Biotechnology PBC, chartered in Delaware with the express purpose of “address[ing] the acute national shortage of transplantable lungs and other organs with a variety of technologies that either delay the need for such organs or expand the supply.” These technologies include xenotransplantation, regenerative medicine, organ bioprinting, and ex-vivo lung perfusion.

After operating our PBC subsidiary for six years, we are convinced that the time is right to convert United Therapeutics into a PBC. We have seen growing understanding and acceptance of the PBC form, most recently in the successful conversion of Veeva Systems Inc., a public company, to a PBC, following overwhelming approval by its shareholders.

We will seek shareholder approval during the fourth quarter of 2021 of a Board-approved PBC conversion, which we will effect by amending our charter to include a PBC purpose. We will provide more details as they develop, but we anticipate that our PBC purpose will be patient-focused, along the lines of the public benefit purpose of our Lung Biotechnology PBC subsidiary noted above. We plan to engage with shareholders and other stakeholders to discuss our plans to convert to a PBC in the coming weeks and months.

Our shareholders have expressed a keen interest in learning how United Therapeutics is working to both create a sustainable company and to address our ESG objectives, and we are steadily increasing the amount and granularity of our disclosures to meet these needs. See corporateresponsibility.unither.com. With a PBC conversion, we aim to continue our leadership in this area by becoming the first publicly traded biopharmaceutical company organized as a PBC. As a PBC we will be required to post reports on our progress toward fulfilling our PBC mission, which we believe will further enhance our disclosures and relationships with employees, stakeholders, patients, and shareholders.

12     United Therapeutics

PROXY SUMMARY

Voting Matters

Shareholders will be asked to vote on the following matters at the Annual Meeting:

2021 Proxy Statement     13

Proxy Summary

Governance Highlights

Board of Directors

								Director Since	Committee Membership
		Name and Primary Occupation				Age			AC	CC	NGC
			Katherine Klein, Ph.D.	IND		64		2014
			Professor of Management, The Wharton School Vice Dean, Wharton Social Impact Initiative
			Ray Kurzweil	IND		73		2002
			A Director of Engineering, Google
			Linda Maxwell, M.D., M.B.A.	IND		47		2020
			Head and Neck Surgeon, Private Practice Founding and Executive Director, Biomedical Zone (Toronto)
			Martine Rothblatt, Ph.D., J.D., M.B.A.			66		1996
			Founder, Chairperson, and Chief Executive Officer, United Therapeutics
			Louis Sullivan, M.D.	IND		87		2002		●	●
			President Emeritus, Morehouse School of Medicine Former Secretary, U.S. Department of Health and Human Services
			Christopher Causey, M.B.A.	IND		58		2003	●
			Principal, Causey Consortium
			Richard Giltner	IND		57		2009			●
			Former Portfolio Manager, Lyxor Asset Management
			Nilda Mesa, J.D.	IND		61		2018		●	●
			Adjunct Professor, Columbia University Former Director, NYC Mayor’s Office of Sustainability
			Judy Olian, Ph.D.	IND		69		2015	●
			President, Quinnipiac University Former Dean, UCLA Anderson School of Management
			Raymond Dwek, C.B.E., F.R.S.	IND		79		2002		●
			Professor Emeritus and Director of the Glycobiology Institute, University of Oxford
			Christopher Patusky, J.D., M.G.A.	IND		57		2002	●		●
			Founder, Patusky Associates, LLC Vice Chair and Lead Independent Director, United Therapeutics
			Governor Tommy Thompson, J.D.	IND		79		2010	●
			Former Governor of Wisconsin Former Secretary, U.S. Department of Health and Human Services

AC – Audit Committee	●	Member
CC – Compensation Committee		Chair
NGC – Nominating and Governance Committee	IND	Independent

14     United Therapeutics

Proxy Summary

Board Snapshot

Independence	Board Diversity

	Public Company Board Experience (non-UT)				International
		5/12				6/12
	Executive Management Experience				Science / Medicine
		8/12				5/12
	Financial Expertise				Healthcare Industry Experience
		10/12				7/12
	Legal				Environmental, Social, and Governance
		4/12				11/12
	Government / Regulatory Experience
		6/12

Our Governance Best Practices

We have taken great strides over recent years to implement best corporate governance practices, often acting ahead of the curve in terms of our industry peers and the Russell 3000.

2021 Proxy Statement     15

Proxy Summary

Committee Refreshment

In 2020, we substantially refreshed the composition of our Board Committees, as follows:

16     United Therapeutics

Proxy Summary

Executive Compensation Highlights

Extensive Shareholder Engagement Resulted in Meaningful Compensation Program Changes

We actively and regularly engage with our shareholders on compensation matters, and have made significant changes to our compensation programs over the past several years as a result of those discussions. 2020 was no different. We engaged with shareholders before our 2020 Annual Meeting, reaching out to 38 of our largest shareholders that collectively held over 70% of our outstanding shares, and had discussions with shareholders representing over 30% of our outstanding shares. We also conducted engagement outreach following our 2020 Annual Meeting, again offering to engage with shareholders that collectively held over 70% of our outstanding shares (37 of our largest shareholders) and had discussions with ten shareholders that collectively held approximately 23% of our outstanding shares. During 2020 we reached out to 47 shareholders in aggregate that collectively held 74% of our outstanding shares and had discussions with 15 shareholders that collectively held 35% of our outstanding shares. Following our 2020 Annual Meeting, several shareholders declined our invitation for further discussions because they already shared their feedback during our spring shareholder outreach campaign just before our 2020 Annual Meeting.

The purpose of these meetings was to gather feedback regarding our executive compensation and governance policies, and to understand their say-on-pay votes in 2020. Our Compensation Committee Chair led the calls, along with our head of investor relations and a member of our human resources department. During the spring 2020 outreach, our Nominating and Governance Committee Chair joined the calls as well.

Aggregate 2020 Engagement			2020 Post-Annual Meeting
offered engagements (47 shareholders)			offered engagements (37 shareholders)
	74%			71%
held discussions (15 shareholders)			held discussions (10 shareholders)
	35%			23%

During our post-Annual Meeting outreach in 2020, we discussed specific proposed actions and disclosures that the Compensation Committee believed would be responsive to shareholders’ concerns regarding executive compensation. Following these discussions with shareholders, and in direct response to their feedback, the Compensation Committee implemented the proposed actions, as described in this Proxy Statement. Importantly, when we discussed our proposed actions and disclosures with shareholders following the 2020 Annual Meeting, every shareholder we spoke with confirmed that these actions and disclosures were appropriately responsive to their feedback.

As detailed in our Compensation Discussion and Analysis, we believe that changes implemented following our shareholder engagement are directly responsive to feedback we have received from shareholders. Please see the details of the feedback received and specific actions we have taken on page 46.

2021 Proxy Statement     17

Proxy Summary

Total Compensation Mix — Pay for Performance

The following charts illustrate the extent to which pay for our Chief Executive Officer and our other Named Executive Officers (as defined below under Compensation Discussion and Analysis—Our Named Executive Officers) is “at risk”, meaning payout levels are based entirely on performance due to the use of performance targets, in the case of our cash incentive program, or an inherent stock price performance criterion, in the case of stock options. For each chart, the amounts shown represent 2020 base salary (on an annualized basis, following the February 2020 salary increases), 2020 target cash bonus opportunity, and the annualized grant-date fair value of long-term incentive awards granted in March 2019, which was a four-year grant covering the period 2019-2022.

2020 CEO and Other NEOs Pay Mix

CEO
Other NEOs

No Equity Awards Granted to NEOs in 2020

We implemented a new long-term incentive compensation program in 2019, awarding a four-year equity grant to our Named Executive Officers, which was granted instead of annual equity awards for the performance years 2019 through 2022. The four-year awards were granted in March 2019 and were divided equally into the following two forms of stock options:

While only the premium-priced options may count as "performance based" according to some, we view both of these tranches as performance-based, as both require significant and sustained stock price growth in order to enable our Named Executive Officers to realize any value from them. Both tranches have an eight-year term, which means they will need to grow and sustain the stock price more quickly than would be the case with a more typical ten-year term.

The four-year awards are designed to incentivize and retain our Named Executive Officers over this critical four-year period, which aligns with a four-year business plan intended to drive substantial revenue growth despite generic competition, while reducing compensation on an annualized basis in response to requests by our shareholders.

Because we did not grant any equity awards in 2020, compensation to our Chief Executive Officer as reported in the Summary Compensation Table has been drastically reduced by 89%, to $4.8 million, compared to 2019.

18     United Therapeutics

Proxy Summary

Robust Goal-Setting

We continue to set difficult goals under our annual Company-Wide Milestone Program, which governs short-term cash bonuses for our Named Executive Officers. As one example, the chart below shows our revenue targets for the past three years, our actual revenue performance, and how this compares to the expectations of Wall Street analysts following our company, which is one of many factors considered when goals are set. Even as we managed through revenue declines in 2018-2019, we continued to set goals well above external expectations, and to deliver against those goals. As you can see below, we set our 2020 revenue target above 2019 target and actual revenues, and well above analyst consensus. In response to shareholder feedback following our 2020 Annual Meeting, we are including below additional prospective disclosure for 2021, demonstrating our commitment to incentivizing significant revenue growth in 2021.

2021 Proxy Statement     19

OUR CORPORATE GOVERNANCE

Selecting Directors

We believe that our directors should possess the highest personal and professional ethics, integrity, and values, and should be committed to representing the best interests of our shareholders. We also endeavor to have a Board of Directors that, as a whole, represents a range of experiences in business, government, education, and technology and in other areas that are relevant to our business activities. As reflected in our Corporate Governance Guidelines, our Board and our Nominating and Governance Committee seek to achieve a diversity of occupational and personal backgrounds on the Board, including with respect to gender, race, and ethnic diversity. We assess the effectiveness of our efforts in this respect during the annual evaluation process conducted by our Nominating and Governance Committee. In addition, our Nominating and Governance Committee seeks to recommend director candidates who will enhance the quality of our Board’s deliberations and decisions, take their duties seriously, and promote the values and ethics to which we subscribe. Our Board also believes there are certain attributes every director should possess, which are described in the Director Nominations and Diversity section below. In evaluating incumbent directors for re-nomination to our Board, the members of our Nominating and Governance Committee consider a variety of factors. These include each director’s independence, financial literacy, personal and professional accomplishments, tenure on and contributions to our Board, and experience in light of our business goals.

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Our Corporate Governance

How We Select Our Director Nominees

Succession Planning		Our Nominating and Governance Committee considers current and long-term needs of our evolving business and seeks potential director candidates in light of emerging needs, our current Board structure, tenure, skills, diversity, and experience
Identification of Candidates		Our Nominating and Governance Committee engages in a search process for director candidates, led by its Chair Our Nominating and Governance Committee considers candidates recommended by members of our Board, executive officers, shareholders, and other sources, and evaluates shareholder nominees using the same criteria as it uses to evaluate all other candidates A shareholder who wishes to recommend a prospective nominee for our Nominating and Governance Committee’s consideration should submit the candidate’s name and qualifications to our Corporate Secretary at the address set forth under Shareholder Communication with Directors below
Qualifications Sought		To be considered, each director candidate must meet the following minimum criteria: ●Personal and professional integrity ●A record of exceptional ability and judgment ●Ability and willingness to participate fully and work constructively in Board activities, including active participation in meetings of our Board and any committees to which they are assigned ●Interest, capacity and willingness, in conjunction with the other members of our Board, to serve the interests of our shareholders ●Reasonable knowledge of the fields of our operations, as well as familiarity with the principles of corporate governance ●Expertise needed to serve on one or more committees of our Board ●Independence, including the absence of any personal or professional relationships that would adversely affect the candidate's ability to serve our best interests and those of our shareholders In addition, our Nominating and Governance Committee is interested in candidates who possess the following skills: ●The ability to contribute to the variety of opinions, perspectives, personal and professional experiences and backgrounds, as well as other characteristics that differ among members of our Board ●A desire to contribute positively to the existing tone and collaborative culture among our Board members ●Professional and personal experiences and expertise relevant to achievement of our strategic objectives
Meeting with Candidates		Once our Nominating and Governance Committee identifies a potential director nominee, it screens the candidate, performs reference checks, and conducts interviews with the assistance of our General Counsel and our Chairperson and Chief Executive Officer If the outcome of that process is favorable, our Nominating and Governance Committee may recommend the candidate to our Board for consideration
Decision and Nomination		Our Nominating and Governance Committee recommends, and our full Board approves, the director candidates who are best qualified to serve the interest of our shareholders. Our Nominating and Governance Committee’s evaluation of director nominees considers their ability to contribute these qualities and skills to our Board
Election		Each year, shareholders consider and elect directors at our Annual Meeting of Shareholders. In addition, our Board may appoint directors to fill vacancies upon the recommendation of our Nominating and Governance Committee during the year, if deemed in the best interests of the company and our shareholders

2021 Proxy Statement     21

Our Corporate Governance

Board Diversity

We believe it is important that our Board is composed of individuals reflecting the diversity represented by our employees, our patients, and our communities. In recent years, our Nominating and Governance Committee has taken this priority to heart in its nominations process, and the diversity of our Board has grown significantly. With the addition of Dr. Linda Maxwell in 2020, we have continued to expand the diversity of our Board, which is among the most diverse of our peers. In response to feedback from shareholders, we provide below enhanced disclosure regarding the diversity of our Board, utilizing the template included in a pending Nasdaq rule proposal.

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Board Skills

In addition to the qualifications described above, we seek to maintain a diverse set of skills on our Board. In response to shareholder feedback, we are providing additional disclosure below regarding our Board members' skills:

	Public Company Board Experience (non-UT)				International
		5/12				6/12
	Executive Management Experience				Science / Medicine
		8/12				5/12
	Financial Expertise				Healthcare Industry Experience
		10/12				7/12
	Legal				Environmental, Social, and Governance
		4/12				11/12
	Government / Regulatory Experience
		6/12

Proxy Access

We amended our bylaws in 2015 to implement proxy access, which allows shareholders to nominate and include in our Proxy Statement their own director nominees, provided that the shareholder(s) and the nominee(s) satisfy the requirements in our bylaws. Our Board carefully considered feedback we received from our shareholders in creating a thoughtfully designed and balanced approach to proxy access that mitigates the risk of abuse and protects the interests of all of our shareholders, while affording a meaningful proxy access right. Shareholders who wish to nominate directors for inclusion in our Proxy Statement in accordance with the procedures in our bylaws should follow the instructions under Other Matters—Shareholder Proposals and Director Nominations in this Proxy Statement.

Majority Voting

In June 2015, as part of our Board’s ongoing review of our corporate governance policies, we amended our bylaws to provide that director nominees are elected by a majority of votes cast in uncontested director elections. A majority of votes cast means that the number of votes cast for the director nominee’s election must exceed the number of votes cast against that director nominee’s election. In connection with this bylaw amendment, our Board also adopted a director resignation policy set forth in our Corporate Governance Guidelines, providing that any director who is not elected by a majority of the votes cast is expected to tender their resignation to our Nominating and Governance Committee. Our Nominating and Governance Committee will recommend to our Board whether to accept or

2021 Proxy Statement     23

Our Corporate Governance

reject the resignation offer, or whether other action should be taken, considering all factors that the Nominating and Governance Committee believes are relevant. Our Board will act on our Nominating and Governance Committee’s recommendation within 90 days following certification of the election results. Any director who tenders their resignation pursuant to our director resignation policy will not participate in the proceedings of either our Nominating and Governance Committee or our Board with respect to their own resignation offer.

Policy on Overboarding

In 2020, we updated our Corporate Governance Guidelines to reduce our overboarding limit, such that directors are not permitted to serve on more than four public company boards (including our Board). This limit is below the limit of five boards contained in the guidelines of major proxy advisory firms, and satisfies the proxy voting criteria of our largest shareholders. In fact, this action was taken in direct response to feedback received during our shareholder outreach process in 2019. All of our directors satisfy our updated overboarding policy.

Board Declassification

At our 2020 Annual Meeting of Shareholders, our shareholders approved an amendment to our Amended and Restated Certificate of Incorporation to eliminate the classification of our Board. As a result, the classified nature of our Board is being phased out. As the term of each class of directors expires, they will be subject to re-election (if re-nominated by our Board) to a one-year term, instead of a three-year term. This year, all five Class I directors have been nominated for re-election to one-year terms.

Stock Ownership Guidelines

In 2011, our Board adopted Stock Ownership Guidelines applicable to our directors and our Named Executive Officers in order to further align the financial interests of our directors and Named Executive Officers with those of our shareholders, to foster a long-term management orientation, and to promote sound corporate governance. For non-employee members of our Board, our Stock Ownership Guidelines provide an ownership target equal to the lesser of 5,000 shares or a value equivalent to five times the annual cash Board retainer. The policy includes procedures for granting exemptions in the case of hardship. Ownership targets for our Named Executive Officers (including those serving on our Board) are described below under Compensation Discussion and Analysis—Other Executive Compensation Policies and Practices—Stock Ownership Guidelines.

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Board of Directors and Nominees

The following presents information concerning persons nominated for election as directors at our Annual Meeting and for those of our directors whose terms of office will continue after our Annual Meeting, including their age as of the date of this Proxy Statement, membership on committees of our Board, principal occupations or affiliations during the last five years or more, director qualifications, and certain other directorships held. For additional information concerning the director nominees, including stock ownership and compensation, see the section entitled Non-Employee Director Compensation and the Other Matters—Beneficial Ownership of Common Stock table below.

Nominees for Election at our 2021 Annual Meeting of Shareholders

Each nominee was previously elected by shareholders at the 2018 Annual Meeting, except for Dr. Maxwell, who was appointed to the Board in September 2020 to fill a newly-created vacancy.

		Katherine Klein, Ph.D.
		Age: 64	Committees:
		Director Since: 2014	None
Background Professor Klein has served as the Vice Dean of the Wharton Social Impact Initiative since July 2012, and as The Wharton School’s Edward H. Bowman Professor of Management since 2005. She also served as Professor of Management of The Wharton School from 2004 to 2005. Prior to joining Wharton, Professor Klein was on the faculty of the University of Maryland and a visiting professor at the Stanford Graduate School of Business. She received her B.A. from Yale University, and her Ph.D. in Community Psychology from the University of Texas at Austin. An award-winning organizational psychologist, Professor Klein has conducted extensive field research regarding a range of topics including team leadership, climate, conflict, social networks, and effectiveness; organizational change and technology implementation; employee diversity; and employee responses to stock ownership. She has taught executive education and consulted with and studied a variety of for profit and non-profit organizations including Charles Schwab, Rohm and Haas, North American Scientific, Medtronic, The Baltimore Shock Trauma Center, Penn Vet, the U.S. Census Bureau, and the Korean Management Association. Her research has been published in numerous top journals including Administrative Science Quarterly, Journal of Applied Psychology, the Academy of Management Journal, and the Academy of Management Review. She is also a former associate editor of the Journal of Applied Psychology and Administrative Science Quarterly. Professor Klein is a Fellow of the Academy of Management, the Society for Industrial and Organizational Psychology, the American Psychological Association, and the Association for Psychological Science. Director Qualifications As a professor and Vice Dean at one of the world’s leading business schools, Professor Klein brings valuable expertise in organizational behavior, social impact, and employee ownership culture, topics that are of vital importance to a growing biotech company like United Therapeutics. As we adapt to the needs of a larger company while balancing our goal of maintaining an entrepreneurial culture designed to foster continued high growth and innovation, Professor Klein provides valuable insight to our Board. Additionally, as Vice Dean of the Wharton Social Impact Initiative, Professor Klein is highly qualified to help guide United Therapeutics’ thinking about the social impact of its business operations.

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Our Corporate Governance

		Ray Kurzweil
		Age: 73	Committees:
		Director Since: 2002	None
Background Mr. Kurzweil is an inventor, entrepreneur, and author, and has created several important technologies in the artificial intelligence field. He has received the National Medal of Technology, the MIT Lemelson Prize, twenty-one honorary doctorates, a Grammy award for his contributions to music technology, and honors from three U.S. Presidents. In 2002, Mr. Kurzweil was inducted into the National Inventors Hall of Fame. Since 1995, Mr. Kurzweil has served as the Chief Executive Officer of Kurzweil Technologies, Inc., a technology development firm. Since January 2013, he has also served as a Director of Engineering for Google, a global technology and Internet search company. Director Qualifications Mr. Kurzweil brings to our Board extensive technological experience as an inventor and technology developer. His technical experience in the areas of artificial intelligence, telemedicine, and pharmaceutical research and development, and his experience in building businesses around his inventions, provide our Board with perspective in evaluating current and proposed technologies and business opportunities. Mr. Kurzweil also brings to our Board substantial corporate leadership experience from his role as Chief Executive Officer of Kurzweil Technologies, Inc.

		Linda Maxwell, M.D., M.B.A.
		Age: 47	Committees:
		Director Since: 2020	None
Background Dr. Maxwell has been a head and neck surgeon in private practice since 2006, and is a medical educator, a published scientific author, and a health technology entrepreneur and innovator. Dr. Maxwell is Adjunct Professor of Surgery at the University of Toronto, Distinguished Visiting Professor at Ryerson University, and Associate Scientist at the Li Ka Shing Knowledge Institute in Toronto. She served as Founding and Executive Director of the Biomedical Zone in 2015 — Canada’s first and only hospital-embedded, physician-led business incubator for emerging health technology companies — and has guided a wide variety of startup companies through clinical development, capitalization, and commercialization. Dr. Maxwell also managed a life sciences tech transfer portfolio at the University of Oxford and the UK National Health Service, executing patent strategy, spin-out company formation, and early stage capital raising. She has also served as a healthcare innovation expert to various Canadian federal, provincial, and local government entities, as a member of the Department Audit Committee of the Public Health Agency of Canada, and as an advisor to the Canadian Medical Association and the Canadian Space Agency. She is a graduate of Harvard College and Yale Medical School, and holds an MBA from Oxford University. Dr. Maxwell completed surgical training at the University of Toronto and is double board certified in Otolaryngology-Head Neck Surgery and Facial Plastic Reconstructive Surgery. She holds an ICD.D designation, awarded by the Institute of Corporate Directors, University of Toronto, School of Management. Other Public Company Boards ●Profound Medical Inc. (through November 2020) ●ImmuneBio, Inc. Director Qualifications Dr. Maxwell brings to our Board important expertise as a medical doctor, as a health technology entrepreneur, and innovator, and as an expert in corporate governance. Her experience in guiding emerging health technology companies through clinical development and commercialization is highly valued to an entrepreneurial biotech company like United Therapeutics. In addition, our Canadian operations have become increasingly important in recent years, so Dr. Maxwell's knowledge of the Canadian regulatory environment will be very valuable to us.

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		Martine Rothblatt, Ph.D., J.D., M.B.A.
		Age: 66	Committees:
		Director Since: 1996 Chairperson of the Board Chief Executive Officer	None
Background Dr. Rothblatt founded United Therapeutics in 1996 and has served as Chairperson and Chief Executive Officer since its inception. Previously, she created the satellite radio company SiriusXM. She is a co-inventor on eight of our patents. Her pioneering book, Your Life or Mine: How Geoethics Can Resolve the Conflict Between Private and Public Interests in Xenotransplantation, anticipated the need both for global virus bio-surveillance and a greatly expanded supply of transplantable organs. Director Qualifications Dr. Rothblatt brings to our Board extensive leadership and business experience at technology companies, as well as in depth knowledge of our company from her service as our founder, Chairperson and Chief Executive Officer. She also has substantial knowledge of medical ethics, having obtained her Ph.D. in medical ethics from the University of London.

		Louis Sullivan, M.D.
		Age: 87	Committees:
		Director Since: 2002	Compensation Nominating and Governance
Background Dr. Sullivan was the founding President of Morehouse School of Medicine, from 1981 to 1989, served as President again from 1993 to 2002, and has served as President Emeritus since 2002. Dr. Sullivan was also one of the founders and served as Chair of Medical Education for South African Blacks, Inc., a member of the National Executive Council for the Boy Scouts of America, and a member of the Board of Trustees of Little League of America. Dr. Sullivan served as Secretary of the U.S. Department of Health and Human Services from 1989 to 1993. He is a physician certified in internal medicine with a sub-specialty certification in hematology. Dr. Sullivan currently serves on the board of directors of Emergent BioSolutions, Inc. (since 2005), a publicly-traded company. He also serves as Co-Chair of the Henry Schein Cares Foundation. Dr. Sullivan previously served on the boards of directors of a wide range of public companies, including General Motors Company, BioSante Pharmaceuticals, Inc., Bristol Myers Squibb Company, Cigna Corporation, 3M Company, Henry Schein, Inc., Household International (now HSBC), Equifax, and Georgia Pacific Corporation. Other Public Company Boards ●Emergent BioSolutions, Inc. Director Qualifications Dr. Sullivan brings to our Board extensive experience in the healthcare industry as a public official from his service as Secretary of the U.S. Department of Health and Human Services, a physician certified in internal medicine, and a professor and an administrator at Morehouse School of Medicine. He also has substantial public company board experience gained from his service as a director of Emergent BioSolutions, Inc., as well as his extensive previous public company board service.

2021 Proxy Statement     27

Our Corporate Governance

Class II Directors Continuing in Office with Terms Ending in 2022

Each Class II director was previously elected by shareholders at the 2019 Annual Meeting.

		Christopher Causey, M.B.A.
		Age: 58	Committees:
		Director Since: 2003	Nominating and Governance (Chair) Audit
Background Mr. Causey has served as the Principal of the Causey Consortium, a professional services organization providing business strategy and marketing counsel to the healthcare industry, since 2002. Previously, Mr. Causey served as a senior marketing officer for a variety of healthcare companies. From 2001 to 2002, Mr. Causey served as Chief Marketing Officer for Definity Health Incorporated. He was also a member of the board of directors of Data Sciences International, Inc., a private company that develops wireless physiological monitoring solutions, from 2008 to 2013. Director Qualifications Drawing upon nearly 30 years of experience in strategic planning and marketing for health care delivery, financing and biotechnology organizations, including as Principal of Causey Consortium, Mr. Causey brings to our Board substantial experience in the health care and biotech industries. Our Board benefits from Mr. Causey’s extensive leadership experience as a senior health care marketing executive. Our Board of Directors has determined that Mr. Patusky meets the financial sophistication requirements of Nasdaq’s listing standards.

		Richard Giltner
		Age: 57	Committees:
		Director Since: 2009	Audit (Chair) Nominating and Governance
Background From 2009 until his retirement in 2010, Mr. Giltner was a portfolio manager at Lyxor Asset Management, an asset management group at the French bank Société Générale. From 2006 until 2009, he served as a managing director of Société Générale Asset Management, an international fund management firm, and head of the European office for its fund of hedge funds group. From 2003 to 2006, Mr. Giltner was the global head of foreign exchange options for the investment banking arm of Société Générale. He also held various other managerial positions within Société Générale from 1991 until 2003. Mr. Giltner has been a private investor since his retirement from Société Générale in 2010. Director Qualifications Mr. Giltner brings to our Board decades of experience in the financial sector, including international financial markets, financial derivatives, alternative investments and asset management. As our business continues to grow and expand, our Board benefits from Mr. Giltner’s global business and financial experience and his perspective as an institutional investor, as well as his leadership experience in international finance from his service in various management roles at Société Générale. Our Board of Directors has determined that Mr. Giltner is an audit committee financial expert as defined under the rules and regulations of the SEC and meets the financial sophistication requirements of Nasdaq’s listing standards.

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		Nilda Mesa, J.D.
		Age: 61	Committees:
		Director Since: 2018	Compensation Nominating and Governance
Background Professor Mesa has had a long and innovative career in environment, energy, and sustainability at the city, state, national, and global levels, and now writes and presents extensively on climate, energy, equity and urban systems relating to them. From 2014 to 2016, Professor Mesa served as Director of the New York City Mayor’s Office of Sustainability, where she led the pathbreaking OneNYC long term sustainability plan for the city. As chief sustainability officer for New York City, she oversaw programs in climate, energy, sustainability, air quality and public health, waste, green buildings, transportation, public education, and other initiatives. In 2016, she returned to Columbia University as an adjunct professor at the School of International and Public Affairs, as well as Director of the Urban Sustainability and Equity Planning Program with Columbia’s Center for Sustainable Urban Development at the Earth Institute, positions she continues to hold today. In 2006, she founded Columbia’s Office of Environmental Stewardship, one of the first in the United States for a university. She also served as Chief Administrative Officer at the Columbia Journalism School from 2012 to 2014. Before joining Columbia, Professor Mesa served in environmental leadership roles at the White House Council on Environmental Quality, the U.S. Air Force, the U.S. Environmental Protection Agency, and the California Attorney General’s office, and practiced law in both the public and private sectors. Her work has involved extensive international experience, including most recently a 2018 to 2020 appointment as a visiting professor and lecturer at the Paris Institute of Political Studies (Sciences Po), an international research university in France. She is the co-author of a book to be published next year on climate and collaboration, as well as a contributor to the recently published “Smarter New York City: How City Agencies Innovate.” (Columbia University Press). She is a graduate of Harvard Law School and Northwestern University. Director Qualifications Professor Mesa brings to our Board extensive executive leadership experience, particularly in the area of environmental stewardship. As we continue to operate and grow our business in an environmentally sustainable fashion, we expect Professor Mesa’s insights to be extremely valuable. In addition, our Board benefits from her experience working in a variety of scientific, academic, government, legal, and international settings.

2021 Proxy Statement     29

Our Corporate Governance

		Judy Olian, Ph.D.
		Age: 69	Committees:
		Director Since: 2015	Audit
Background Dr. Olian has served as President of Quinnipiac University since July 2018. Previously, she served as dean of the UCLA Anderson School of Management and the John E. Anderson Chair in Management from 2006 to 2018. Her research and business expertise centers on aligning organizational strategies and design with human resource systems and incentives, and managing top management teams. She began her UCLA appointment after serving as dean and professor of management at the Smeal College of Business Administration at Pennsylvania State University. Earlier, she served in various faculty and executive roles at the University of Maryland and its Robert H. Smith School of Business. Dr. Olian serves or has been a member of various advisory boards (including the U.S. Studies Centre at the University of Sydney, Peking University Business School’s International Advisory Board, the Connecticut Governor’s Workforce Council, the Business-Higher Education Forum, New Haven Promise, and Catalyst, a leading global think tank for women in business) and served as Chair of the Loeb Awards for Business Journalism. Born and raised in Australia, Dr. Olian received her B.S. in Psychology from the Hebrew University, Jerusalem and her M.S. and Ph.D. in Industrial Relations from the University of Wisconsin, Madison. She was the Chair of AACSB International, the premier thought leadership and accreditation organization for leading global business schools, and currently serves on the board of directors of Ares Management, L.P., a publicly traded global alternative asset management firm, and Mattel, Inc., a publicly traded multinational toy manufacturing company. Other Public Company Boards ●Ares Management, L.P. ●Mattel, Inc. Director Qualifications As the president of a prestigious university and former dean of one of the world’s leading business schools, Dr. Olian brings valuable expertise in managing and leading a large organization. Her academic expertise, which centers on the alignment of organizational strategies with human resource systems and incentives, provides valuable insight to a growing biotech company like United Therapeutics. In addition, her service as a director of Ares Management and Mattel provides valuable public company board experience. Our Board of Directors has determined that Dr. Olian meets the financial sophistication requirements of Nasdaq’s listing standards.

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Class III Directors Continuing in Office with Terms Ending in 2023

Each Class III director was previously elected by shareholders at the 2020 Annual Meeting.

		Raymond Dwek, C.B.E., F.R.S.
		Age: 79	Committees:
		Director Since: 2002	Compensation
Background Professor Dwek is a Fellow of the Royal Society, London, and has served as Director of the Glycobiology Institute at the University of Oxford since 1988. He also served as Professor of Glycobiology at the University of Oxford from 1988 through 2009, and currently serves as Professor Emeritus. He was President of the Institute of Biology (a professional organization) from 2008 through 2010. From 2000 to 2006, Professor Dwek served as head of the Department of Biochemistry at the University of Oxford. Professor Dwek has been serving in various positions at the University of Oxford since 1966. In 1988, Professor Dwek was the scientific founder of Oxford GlycoSciences PLC, which was publicly traded on the London Stock Exchange and Nasdaq, and he served as a member of its Board of Directors until its sale in 2003. He was the 2007 Kluge Chair of Technology and Society at the U.S. Library of Congress. Professor Dwek is the founder of glycobiology, the study of the structure, biosynthesis, and biology of sugar chains attached to proteins. Director Qualifications Professor Dwek has extensive scientific experience as both the head of the Department of Biochemistry at the University of Oxford, one of the world’s largest biochemistry departments, and as a biotechnology innovator at organizations such as the Glycobiology Institute and Oxford GlycoSciences PLC. In evaluating existing and potential new programs, our Board benefits from his scientific insight and experience in pharmaceutical research and development.

		Christopher Patusky, J.D., M.G.A.
		Age: 57	Committees:
		Director Since: 2002 Vice Chair of the Board Lead Independent Director	Compensation (Chair) Audit Nominating and Governance
Background Mr. Patusky has more than 30 years of experience in the private, public and nonprofit sectors. After graduating from Harvard Law School, he clerked and practiced law from 1988 to 2000, focusing on litigation, intellectual property, and business startup. His legal work included co-leading a team that obtained the first approval from the Federal Communications Commission and the United Nation's International Telecommunications Union of the use of stratospheric stations for delivery of telecommunication services worldwide. After receiving a master’s degree in governmental administration from the University of Pennsylvania in 2001, Mr. Patusky served from 2002 to 2007 as the Executive Director and member of the faculty of the University of Pennsylvania’s Fels Institute of Government. At Fels, he created and led the implementation of a first of its kind performance management system for the 270 schools of the Philadelphia School District, which was awarded an IBM Business of Government Award. From 2007 to 2011, Mr. Patusky was the Director of the Office of Real Estate and as a member of the Senior Policy Team at the Maryland Department of Transportation where he served on the Secretary's sustainability committee while focusing his efforts on the Governor's Transit Oriented Development (TOD) policy initiative, including drafting and lobbying passage of the Maryland TOD law, the authority he then used to advance real estate developments adjacent to Maryland's transit stations. Since 2012, Mr. Patusky has served as the founding principal of Patusky Associates, LLC, which serves as a personal investment vehicle, and as an executive manager of Slater Run Vineyards, LLC, his family’s farm-based vineyard and winery. Director Qualifications Mr. Patusky brings to our Board extensive legal, regulatory, business, governance, financial, and international experience from his varied career. Our Board of Directors has determined that Mr. Patusky meets the financial sophistication requirements of Nasdaq’s listing standards.

2021 Proxy Statement     31

Our Corporate Governance

		Tommy Thompson, J.D.
		Age: 79	Committees:
		Director Since: 2010	Audit
Background Before entering the private sector in 2005, Governor Thompson enjoyed a long and distinguished career in public service. As Secretary of the U.S. Department of Health and Human Services from 2001 to 2005, he was a leading advocate for the health and welfare of all Americans. He also served four terms as Governor of Wisconsin from 1987 to 2001. Governor Thompson currently serves as Interim President of the University of Wisconsin System, a position he has held since July 2020. Governor Thompson served as a partner at the law firm of Akin Gump Strauss Hauer & Feld LLP in Washington, D.C. from 2005 until January 2012, and as an Adjunct Senior Advisor from 2017 to 2020. From 2005 to 2009, he also served as the Independent Chair of the Deloitte Center for Health Solutions, which researches and develops solutions to some of our nation’s most pressing health care and public health related challenges. He is currently a member of the boards of directors of the following public companies: Centene Corporation, Physicians Realty Trust (as Chair), and TherapeuticsMD, Inc. (as Chair). He previously served on the boards of various other public companies, including Cancer Genetics Inc., CareView Communications, Inc., CNS Response, Inc., C.R. Bard, Inc., Cytori Therapeutics, Inc., SpectraScience, Tyme Technologies, Inc., and X Shares Advisors, and as the Chair of the board of directors of AGA Medical Holdings, Inc. from 2005 to 2010. Our Board has determined that Governor Thompson meets the financial sophistication requirements of Nasdaq’s listing standards. Other Public Company Boards ●Centene Corporation ●Physicians Realty Trust ●TherapeuticsMD Director Qualifications Governor Thompson brings to our Board significant experience in the healthcare industry, both as a public official (former Secretary of the U.S. Department of Health and Human Services) and in the private sector (Deloitte Center for Health Solutions), as well as public company board experience and knowledge of legislative affairs. Governor Thompson’s legal experience from his private practice at Akin Gump also is useful in our Board’s oversight of our legal and regulatory compliance.

Director Independence

Our Board has made the following independence determinations:

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Board Structure

Board Leadership

Our Board believes that it is important to evaluate and determine the most appropriate Board leadership structure so that our Board can both provide effective, independent oversight of management and facilitate its understanding of our business. To carry out this responsibility, our Corporate Governance Guidelines empower our Board to periodically evaluate and determine the appropriate leadership structure for our Board. In doing so, our Board has the flexibility to consider our specific circumstances and evolving needs at any given time.

Our Board has determined that at this time, the leadership structure best suited to support the dynamic demands of our business is to have Dr. Rothblatt, who founded our company, serve as Chairperson of our Board and Chief Executive Officer, and to appoint a Lead Independent Director with robust, well-defined responsibilities. Our Board believes that Dr. Rothblatt serving in the combined roles of Chairperson and Chief Executive Officer provides an efficient and effective leadership model for a growing entrepreneurial company like ours, as it fosters clear accountability, effective decision-making, and alignment on corporate strategy. In addition, because our Board works closely with our executive officers and members of senior management, there is a natural synergy in the combined Chairperson and Chief Executive Officer roles that facilitates our Board’s guidance of management. The Board will continue to monitor the appropriateness of this structure.

Our Board also believes that independent leadership is an important aspect of our Board’s leadership structure. As a result, the independent directors on our Board have designated Mr. Patusky as Lead Independent Director.

Committees of our Board of Directors

Our Board has three standing committees. A summary of each committee’s duties and each committee’s current composition can be found below. Additional detail on each committee’s duties can be found in each committee’s charter. Each committee’s charter provides that it may delegate responsibilities to subcommittees if it determines such a delegation would be in the best interest of our company. Committee charters can be found on our website at ir.unither.com/corporate-governance.

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Our Corporate Governance

Corporate Governance Guidelines and Committee Charters

Upon the recommendation of our Nominating and Governance Committee, our Board maintains Corporate Governance Guidelines as a framework for the governance of our company. These guidelines are reviewed annually by our Nominating and Governance Committee, which recommends any changes to be submitted to the full Board for approval. Most recently, in March 2020, our Corporate Governance Guidelines were updated to, among other things, reduce the limit on the number of public company boards our directors may serve on, from five to four (including our Board). This change was made in direct response to shareholder feedback. Our Corporate Governance Guidelines, along with the charter for each Board committee, are available electronically in the Corporate Governance section of the Investors page of our website, located at ir.unither.com/corporate-governance, or by writing to us at United Therapeutics Corporation, Attention: Corporate Secretary, 1735 Connecticut Avenue N.W., Washington, D.C. 20009.

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Board Roles and Responsibilities

Risk Oversight

Our Board is responsible for overseeing the risks facing our company. Our Board works directly with our executive officers and other members of our senior management team in carrying out its risk oversight function. Our directors take a proactive, interested, and detailed approach to their service on our Board and set expectations to promote our success through the achievement of business objectives while maintaining high standards of responsibility and ethics.

In April 2021, our Compensation Committee reviewed a risk assessment conducted by management and our Compensation Committee’s independent compensation consultant, Radford, to determine whether the design of our employee compensation programs and the amounts and components of employee compensation might create incentives for excessive risk taking by our employees. Based on this review, our Compensation Committee concluded that the risks arising from our employee compensation programs are not reasonably likely to have a material adverse effect on our company. Our Compensation Committee believes that our compensation programs encourage employees, including our executives, to remain focused on a balance of the short-term and long-term operational and financial goals of our company, thereby reducing the potential for actions that involve an excessive level of risk. See the section entitled Compensation Discussion and Analysis below for information regarding certain risk mitigating features of our compensation programs.

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Our Corporate Governance

Shareholder Engagement

How We Engage

Investor Relations and Senior Management We provide institutional investors with many opportunities to provide feedback to our Board and senior management. We participate in investor conferences throughout the year, and regularly meet with our shareholders.		Board Involvement Directors regularly and actively engage with our shareholders. For several years, our Compensation Committee Chair has actively sought to engage with our top 25+ shareholders at least once, and usually twice, per year. Our Nominating and Governance Committee Chair also engages with our shareholders on other governance topics.

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Board Education

Our Board participates in a number of educational activities. Key members of management regularly provide scientific and business presentations to our Board to increase its understanding of the science behind our pipeline and our business activities. Experts regularly provide training sessions on key topics, particularly in complex legal, regulatory, and compliance areas. We joined the National Association of Corporate Directors, and encourage our Board members to take advantage of its numerous educational resources and programs.

Meetings of our Board of Directors and Board Attendance at Annual Meetings of Shareholders

Our full Board held six meetings during 2020. In addition, during 2020, our Audit Committee held five meetings, our Compensation Committee held seven meetings, and our Nominating and Governance Committee held seven meetings. Every director attended more than 75% of the total number of meetings of our Board and the committees on which they served during 2020, with 99% attendance on average. In accordance with applicable Nasdaq listing standards, the independent members of our Board met without management present four times during 2020.

Our Board encourages all of its members to attend our Annual Meeting of Shareholders, although attendance is not mandatory. All of our directors attended our 2020 Annual Meeting of Shareholders.

Shareholder Communication with Directors

Shareholders are encouraged to address any director communications to our Corporate Secretary by overnight or certified mail, signature acceptance or return receipt required, at: United Therapeutics Corporation, Attention: Corporate Secretary, 1735 Connecticut Avenue N.W., Washington, D.C. 20009. Our Corporate Secretary has the authority to disregard or take other reasonable action with respect to any inappropriate shareholder communications. After confirming the stock ownership of the author of the communication, our Corporate Secretary will review the appropriateness of a shareholder communication based on the relevance of the communication to Board duties and responsibilities. If deemed an appropriate communication, our Corporate Secretary will submit the shareholder communication to our Lead Independent Director, who may share it with the Nominating and Governance Committee or the full Board.

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Our Corporate Governance

Non-Employee Director Compensation

Overview

In 2020, our non-employee director compensation program was comprised of three main elements:

Directors may also be compensated for special assignments from our Board. In July 2019, at our request, Christopher Causey joined the board of a private company in which we own a minority equity interest. United Therapeutics pays him a stipend of $35,000 per year for this special assignment, which was approved by our Compensation Committee without his participation. Employee directors do not receive any compensation for service on our Board in addition to their regular compensation as employees.

Our Compensation Committee generally reviews non-employee director compensation levels approximately once every two years, and final decisions with respect to any changes in non-employee director compensation levels are made by our Board upon the recommendation of our Compensation Committee. In 2019, our Compensation Committee’s independent consultant reviewed the market competitiveness of our non-employee director compensation program relative to our compensation peer group and did not recommend any changes. Our current non-employee director compensation levels were established by our Board in February 2016. The following table outlines the non-employee director compensation levels in effect for 2020:

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Equity-Based Awards

Non-employee directors are eligible to receive equity-based awards under the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (the 2015 SIP), as follows:

Previously, non-employee directors were also eligible to receive awards under the 2011 United Therapeutics Corporation Share Tracking Awards Plan (collectively with its predecessor plan adopted in 2008, the STAP), which settle only in cash. However, since the approval of the 2015 SIP on June 26, 2015, all equity-based awards for non-employee directors have been granted in the form of stock options and RSUs.

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Our Corporate Governance

2020 Non-Employee Director Compensation

The following table lists the compensation earned in 2020 by each non-employee director:

Each non-employee director held the following number of stock options, STAPs and RSUs as of December 31, 2020:

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Executive Compensation

Letter from our Compensation Committee

Dear Fellow United Therapeutics Shareholders:

STRONG PERFORMANCE, REVENUE GROWTH, AND COMMITMENT TO OUR EMPLOYEES, PATIENTS, AND SHAREHOLDERS

2020 will unquestionably be a year to remember for all of us. United Therapeutics began this year with excitement, as we continued executing our strategy to grow our treprostinil-based revenues and better serve our patients through the development of expanded and improved therapies, devices, and technologies.

The COVID-19 pandemic brought unexpected and unimaginable challenges to the world. United Therapeutics responded quickly and decisively, ensuring our patients were not at risk of a disrupted supply of medicine, our employees were able to continue working seamlessly with the resources and support they needed, and our workplaces remained safe for essential employees who continued to report to worksites daily. For more insights on our pandemic response, see pages 9 and 11.

In the face of these challenges, United Therapeutics delivered — exceeding our overall revenue goal, delivering top quintile profitability, working hard to keep our manufacturing operations intact to ensure our patients had uninterrupted access to their critical medicines, advancing our development programs even with pandemic restrictions in place, and working hard to support our employees. Wall Street clearly recognized the company’s performance, as our stock price grew by 72% in 2020, compared to return from the Nasdaq Biotechnology Index of only 26%.

WE ARE ENGAGED, LISTENING, AND RESPONDING TO OUR SHAREHOLDERS

We seek and value the feedback and input of our shareholders. Over the past several years, we have conducted extensive and ongoing engagement with shareholders, and have greatly benefited from and appreciated this dialogue as we continue to evolve our compensation, ESG, and governance programs.

We were incredibly disappointed with our negative Say-on-Pay result last year. By way of background, our 2019 executive compensation program included a four-year, front-loaded equity award comprised of stock options. Although we felt this program was well-designed, and would address prior concerns raised by shareholders, our 2020 Say-on-Pay result revealed that further changes were needed, and we conducted significant outreach to learn more.

Throughout 2020, including both before and after our 2020 Annual Meeting, we reached out to 47 of our largest shareholders, collectively holding 74% of our outstanding shares, and had meetings with 15 shareholders collectively holding 35% of our outstanding shares. Additionally, we held discussions with the two largest proxy advisory firms to gather feedback. These efforts were led by the Chair of our Compensation Committee. Two key themes emerged from the shareholder feedback we heard during our 2020 shareholder outreach efforts (both before and after the 2020 Annual Meeting). First, shareholders were concerned about the structure of the four-year equity grant awarded to our Named Executive Officers in 2019, including concerns about our level of commitment not to grant additional equity during the ensuing four-year period (2019-2022). Second, shareholders wanted more transparency about our goal-setting process for short-term incentives. Our Compensation Committee discussed this feedback at multiple meetings, and ultimately took specific actions in response. These include a clear and firm commitment not to grant additional equity-based awards to our current Named Executive Officers until 2023, commitments regarding our next equity grants to our Named Executive Officers in 2023, and commitments concerning the robustness of our 2021 revenue goal. Shareholders we met with following the 2020 Annual Meeting gave us positive feedback about these changes and confirmed that the actions we are taking are responsive to their feedback and concerns. Please see the detailed discussion of our response to shareholders on page 46.

WE APPRECIATE YOUR SUPPORT

We have worked hard to address shareholder feedback regarding our executive compensation programs, and we want to personally thank those shareholders with which we had the opportunity to meet in 2020. We very much value the dialogue and look forward to continuing the conversation. Please review the Compensation Discussion and Analysis beginning on the following page for further information and detail about our executive compensation program. We look forward to your continued support of United Therapeutics generally, and your support of our Say-on-Pay proposal this year.

Sincerely,

Raymond Dwek Compensation Committee Member		Nilda Mesa Compensation Committee Member		Louis Sullivan Compensation Committee Member		Christopher Patusky Compensation Committee Chair

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation objectives and policies set by our Compensation Committee for our Named Executive Officers, including executive pay decisions and processes and all elements of our executive compensation program. In this Compensation Discussion and Analysis and elsewhere in this Proxy Statement, the term Compensation Committee refers to the Compensation Committee of our Board of Directors, and the terms we and our refer to United Therapeutics.

Overview

Below is a summary of introductory highlights regarding key 2020 compensation outcomes, performance metrics, and other achievements.

UTHR: Industry leading 2020 total shareholder return (TSR) Compared to 2020 NBI* TSR Returned to revenue growth trajectory 2% growth overall 16% growth for Tyvaso 30% growth for Orenitram ●Continued to exceed analyst consensus revenue estimates ●Record number of U.S. treprostinil patients on therapy Industry-leading profitability ●35% Net Income Margin, 57% EBITDASO margin ●EBITDASO margin was 2nd among our compensation peer group $1.6 million revenue per employee ●5th highest in our compensation peer group * NBI = Nasdaq Biotechnology Index				Pipeline execution ●Successful INCREASE clinical study in a new indication with no approved therapies ●Filed sNDA to expand Tyvaso labeling to include PH-ILD ●FDA clearance of pharmacy-filled Remunity Pump for Remodulin
				Strong performance despite COVID-19 challenges ●No COVID-19 based layoffs, furloughs, or pay reductions; provided COVID-related time-off programs and additional cash bonuses to support our employees
				Expanded and strengthened our commitment to diversity and inclusion at the Board level and throughout the company, with leadership by our Compensation Committee ●Board-level diversity — 5 of 12 directors are women; 3 of 12 identify as under-represented minorities
				Commenced ESG transparency program, with new website and first corporate responsibility report
				No discretionary adjustments to executive compensation program as a result of COVID-19 or any other reasons
				Responsiveness to 2020 Say-on-Pay results ●Extensive shareholder outreach after the 2020 Annual Meeting (reached out to holders of 70+% of our outstanding shares) ●89% reduction in reported CEO compensation ●Annualized CEO total target direct compensation remained at approximately the 50th percentile of our peer group (when the 2019 four-year equity grant is annualized) ●Firm commitment to no additional NEO equity awards until 2023 ●Additional responsive measures (see page 46)

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Company Introduction

We were formed in 1996 to find a cure or treatment for a rare disease afflicting the daughter of our Founder, Chairperson and CEO. We now market and sell five therapies for rare diseases, including four commercial therapies to treat pulmonary arterial hypertension (PAH): Remodulin^® (treprostinil) Injection (Remodulin); Tyvaso^® (treprostinil) Inhalation Solution (Tyvaso), which includes the Tyvaso Inhalation System; Orenitram^® (treprostinil) Extended-Release Tablets (Orenitram); and Adcirca^® (tadalafil) Tablets (Adcirca). We also market and sell an oncology product, Unituxin^® (dinutuximab) Injection (Unituxin), which is approved for the treatment of high-risk neuroblastoma, and the Remunity^® Pump for Remodulin. We are actively advancing a pipeline of research and development projects that includes new indications, formulations, and delivery devices for our existing products, as well as new products to treat PAH, pulmonary fibrosis, and other conditions.

Through our wholly-owned subsidiary, Lung Biotechnology PBC, we are focused on addressing the acute national shortage of transplantable lungs and other organs with a variety of technologies that either delay the need for such organs or expand the supply. Lung Biotechnology PBC is the first public benefit corporation subsidiary of a public biotechnology or pharmaceutical company.

Our Named Executive Officers

Our 2020 Named Executive Officers (or NEOs) are:

	Martine Rothblatt, Ph.D., J.D., M.B.A. 66, Founder Chairperson, Chief Executive Officer, and Director
Dr. Rothblatt founded United Therapeutics in 1996 and has served as Chairperson and Chief Executive Officer since its inception. Previously, she created the satellite radio company SiriusXM. She is a co-inventor on eight of our patents. Her pioneering book, Your Life or Mine: How Geoethics Can Resolve the Conflict Between Private and Public Interests in Xenotransplantation, anticipated the need both for global virus bio-surveillance and a greatly expanded supply of transplantable organs.
	Michael Benkowitz 49, President and Chief Operating Officer
Mr. Benkowitz joined United Therapeutics in 2011 as our Executive Vice President, Organizational Development. In this role, he was responsible for most companywide administrative functions, including human resources, and information technology, among others, and was also responsible for many of our business development efforts and oversight of several of our key collaborations. He was promoted to President and Chief Operating Officer in June 2016, when he also became responsible for all of our commercial and medical affairs activities.
	James C. Edgemond 53, Chief Financial Officer and Treasurer
Mr. Edgemond joined United Therapeutics in January 2013 as Treasurer and Vice President, Strategic Financial Planning. Mr. Edgemond was promoted to Chief Financial Officer and Treasurer in March 2015. Prior to joining United Therapeutics, he was Vice President, Corporate Controller and Treasurer of Clark Construction Group from 2008 through January 2013. He also served in a variety of roles at The Corporate Executive Board Company from 1998 to 2008, serving as Executive Director, Finance from 2005 to 2008. He began his career as a public accountant at KPMG Peat Marwick LLP, from 1990 through 1998, where he served in a variety of roles, including as a Senior Manager prior to his departure.

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Paul A. Mahon, J.D. 57, Executive Vice President, General Counsel and Corporate Secretary

Mr. Mahon has served as General Counsel and Corporate Secretary of United Therapeutics since its inception in 1996. In 2001, Mr. Mahon joined United Therapeutics full-time as Senior Vice President, General Counsel and Corporate Secretary. In 2003, Mr. Mahon was promoted to Executive Vice President, General Counsel and Corporate Secretary. Prior to 2001, he served United Therapeutics, beginning with its formation in 1996, in his capacity as principal and managing partner of a law firm specializing in technology and media law.

2020 Performance Highlights

2020 continued the strategic transformation for United Therapeutics with several important milestones for our patients and our shareholders, including:

These efforts in 2020 have already led to FOUR key developments in early 2021:

Shareholder Outreach and Responsiveness to our 2020 Say-on-Pay Vote

At our 2020 Annual Meeting, our shareholders did not approve our Say-on-Pay proposal, with only approximately 34% of the votes cast in favor of the proposal. We understand that there were elements of the structure and design of the four-year grant we made to NEOs in March 2019 that did not align with shareholder preferences, along with a perceived lack of commitment not to issue more equity during the four-year period the grant replaced. We have taken clear action to address and respond to the concerns we heard in 2020.

In the aggregate in 2020, we reached out to 47 shareholders that collectively held approximately 74% of our outstanding shares, and had discussions with 15 shareholders that collectively held over 35% of our outstanding shares. These discussions took place across two engagement efforts, one just before our 2020 Annual Meeting, and one following our 2020 Annual Meeting. Following our 2020 Annual Meeting, we offered to engage with shareholders that collectively held approximately 71% of our outstanding shares (37 shareholders), and had discussions with shareholders that collectively held approximately 23% of our outstanding shares (10 shareholders). These meetings were led by Christopher Patusky, our Lead Independent Director, who took on the role of Compensation Committee Chair in mid-2020 as part of our committee refreshment process. Where appropriate, participants also included representatives of our human

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Executive Compensation

resources, investor relations, and legal departments. The purpose of these meetings was to gather feedback regarding our executive compensation and general governance policies, understand any concerns or feedback about our executive compensation programs and their Say-on-Pay vote, and gather feedback on actions and disclosures our Compensation Committee was considering in response to shareholder feedback. We also held meetings with the two largest proxy advisory firms in the fall of 2020, discussing similar topics.

Following these calls, our Compensation Committee met and discussed the feedback received and considered possible actions and enhanced disclosures in order to respond to shareholder feedback. The following chart summarizes the feedback received, and the actions and disclosures intended to address shareholder feedback. Shareholders we met with in our post-Annual Meeting outreach confirmed that they found these actions and disclosures to be responsive to their concerns.

In addition to the following actions, we have refreshed our Compensation Committee by adding Christopher Patusky as its chair, and Raymond Dwek as a member of the Committee.

Aggregate 2020 Engagement		2020 Post-Annual Meeting

* Performance shares are awards of either restricted stock or restricted stock units that include one or more performance-based vesting criteria.

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Overview of our 2020 Executive Compensation Program

Compensation Program Objectives

Our executive compensation program is designed to retain and motivate our executive team, while achieving four critical objectives: pay-for-performance (with at-risk pay representing approximately 90% of overall Chief Executive Officer pay and approximately 83% of our other Named Executive Officers’ pay, when the 2019 four-year grant is viewed on an annualized basis); incentivize alignment with shareholder interests based on delivering operating performance and stock appreciation; balancing incentives over the short-term and long-term; and market competitiveness.

Sustainable, Long-Term Shareholder Value Creation
Pay-for-Performance		Shareholder Alignment		Balance Short- and Long-Term Perspectives		Market Competitiveness

Pay Program Elements

We accomplish these objectives through the following compensation elements, as summarized below:

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Pay Element Overview

Our compensation program is broken into three elements: base salary, annual short-term incentive (cash bonus), and a long-term incentive program. A significant portion of target total compensation for our CEO and other NEOs is structured as “at risk” compensation, comprised of the annual short-term incentive cash bonus and long-term incentives in the form of stock options. In March 2019, our CEO and other NEOs were granted a one-time, four-year equity award which covered all equity awards for the years 2019-2022. The Compensation Committee will not grant any additional equity to our current NEOs during this four-year period. As such, our NEOs were not granted any additional equity in 2020. The below chart displays the breakdown of fixed and at-risk pay based on the annualized value of the four-year stock award granted in March 2019.

			Element / Percent of TDC		Why We Pay This Element		Key Characteristics		How We Determine Amount
			Base Salary		●Provides market competitive levels of fixed pay to attract and retain our NEOs		●Cash ●Annual		●Market rate, internal pay equity, experience and critical skills
			Bonus		●Provides competitive incentives to achieve difficult, annual company-wide performance criteria ●Pay-for-Performance ●Shareholder Alignment ●Strategic alignment balancing a focus on patients through manufacturing and inventory performance, and advancement of clinical programs with driving revenue and profitability		●Cash ●Performance-Based ●Annual		●50% Financial ●25% Cash Profits ●25% Revenues ●50% Operational ●25% Manufacturing ●25% R&D ●Payout 0-150% of target
			Stock Options		●Strategic alignment incentivizing achievement of four-year business plan toward multiple-fold increase in revenues, driving shareholder value. ●Pay-for-Performance ●Shareholder Alignment		●At-Risk ●Performance-Based ●Four-Year Grant covering 2019-2022, with no other equity awarded during this period ●50% premium-priced cliff vesting at year 4 ●50% market-priced ratable vesting at years 2, 3 and 4 ●No intrinsic value unless stock price grows		●Market rate, internal pay equity, experience and critical skills ●Substantial reduction in market positioning on an annualized basis

The following charts illustrate the extent to which pay for our Chief Executive Officer and our other Named Executive Officers is at risk, as payout levels are based entirely on performance. For each chart, the amounts shown represent 2020 base salary (on an annualized basis, following the February 2020 salary increases), 2020 target cash bonus, and the annualized grant-date fair value of long-term incentive awards granted in March 2019, which were granted 50% in the form of premium-priced performance stock options and 50% in the form of market-priced stock options.

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CEO Target Pay Mix		Other NEO Target Pay Mix

2020 Compensation Decisions

Summary of 2020 Compensation

The components of our Named Executive Officers’ target total direct compensation are base salary and variable compensation, including cash incentives and long-term incentive compensation in the form of stock options. In 2020, we kept our commitment not to grant any additional equity to our CEO or other NEOs, based on the March 2019 grant which was designed to cover the 2019-2022 time-period (a four-year equity grant).

Summary 2020 Target Total Direct Compensation