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

Our Governance Best Practices

Delaware PBCs are governed by the DGCL, including subchapter XVWe have taken great strides over recent years to implement best corporate governance practices, often acting ahead of the DGCL. Section 361curve in terms of the DGCL states that if a corporation elects to become a PBC, it will be subject in all respects to the provisions of the DGCL, except to the extent subchapter XV imposes additional or different requirements, in which case such requirements will apply. Perhaps the most notable distinction of subchapter XV is its requirement that PBC directors balance the financial interests of shareholders, the best interests of those materially affected by the corporation’s conduct,our industry peers and the specific public benefits identified in the PBC’s certificate of incorporation when making decisions. To date, there is limited case law involving PBCs and the application of this and other distinct PBC requirements, which may create some uncertainty until additional case law develops.

Shareholders should note, however, that Sections 361 and 365 of the DGCL indicate that Delaware’s longstanding “business judgment rule” should apply to the balancing determinations required of PBC directors so long as directors remain informed and free of conflicts of interest. Similarly, a director’s ownership of or other interest in stock of the PBC will not, for purposes of Subsection XV, create a conflict of interest on the part of the director with respect to the director’s decision implicating the balancing requirement in the DGCL, except to the same extent that such ownership or interest would create a conflict of interest if the corporation were not a PBC. We expect that, in large part, traditional Delaware corporation law principles and the application of those principles in case law—including those related to self-dealing, conflicts of interest, and the application of the business judgment rule—will continue to apply with respect to PBCs.

The following is a summary of the material differences between traditional Delaware corporations not subject to subchapter XV of the DGCL and Delaware PBCs to the extent subchapter XV of the DGCL imposes additional or different requirements than the DGCL generally. This summary is subject to the complete text of subchapter XV of the DGCL, which we encourage you to read carefully.Russell 3000.

✓	ProvisionMAJORITY VOTING		✓	Traditional Delaware CorporationsBOARD DESTAGGERING		✓	Delaware PBCs		Practical DifferencesDIVERSITY AND REFRESHMENT
General		Subject in all respects to the provisions of the DGCL.		Same as a traditional Delaware corporation, except to the extent subchapter XV of the DGCL imposes additional or different requirements, in which case such requirements will apply.		PBCs generally are subject to the same rules as traditional corporations, except where the PBC statute imposes different requirements.
Purpose			Usually incorporated as In 2015, we adopted a for-profit corporation that may engage in any lawful act or activity for which corporations may be organized and incorporated under the DGCL.majority voting standard with a director resignation policy		SameIn 2020, we amended our Certificate of Incorporation to commence a destaggering process. Going forward, directors are elected to one-year terms			Diversity and refreshment are also key areas of focus where we are largely in-line with our peers or ahead of the curve. For example, our Board is 42% female. Since 2014, we have added four new directors, all of whom are female and two of whom self-identify as members of a traditional Delaware corporation; in addition,racial or ethnic minority

✓	PROXY ACCESS		���	SHAREHOLDER FEEDBACK		✓	ENHANCED DISCLOSURE
In 2015, we adopted a Delaware PBC is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. Accordingly, a Delaware PBC must:market-standard form of proxy access ●Identify within its statement of business or purpose one or more specific “public benefits,” i.e., a positive effect (or reduction of negative effects) on one or more categories of persons, entities, communities or interests (other than shareholders in their capacities as shareholders), to be promoted by the corporation; and ●State within the heading of its certificate of incorporation that it is a PBC.			Our Compensation and Nominating and Governance Committees take shareholder feedback on governance seriously—we have made numerous changes in direct response to shareholder feedback			In order to achieve the overarching goal of producing a public benefit2021, we issued our second corporate responsibility report and operating in a responsibleexpanded our ESG disclosures. In this Proxy Statement, we are providing enhanced disclosure concerning our Board's skills and sustainable manner, a PBC must consider (i) the financial interests of its shareholders, (ii) the best interests of those materially affected by its conduct, and (iii) the public benefits identified in its certificate of incorporation.diversity

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Proxy Summary

Executive Compensation Highlights

Total Compensation Mix — Pay for Performance

United Therapeutics has a strong pay for performance philosophy, as a substantial majority of pay for our Chief Executive Officer and other Named Executive Officers (as defined below under Proposal 1Compensation Discussion and Analysis—Our Named Executive Officers) is performance based, and at-risk based on individual and company performance. Our 2021 performance drove home the strength of our executive compensation programs, reflecting attainment of a robust revenue goal while still maintaining top quintile profitability, making substantial progress on critical R&D programs, and ensuring our patients had an uninterrupted supply of medicines—all while delivering 42% share price growth to shareholders.

The following charts illustrate the extent to which pay for our Chief Executive Officer and our other 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 2021 base salary (on an annualized basis, following the February 2021 salary increases), 2021 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.

2021 CEO and Other NEOs Pay Mix

ProvisionCEO		Traditional Delaware Corporations		Delaware PBCs		Practical Differences
DutiesOther NEOs

No Equity Awards Granted to NEOs in 2021

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:

●	Premium-Priced Performance Stock Options. 50% of Directors		Manage in the best interests of the corporation and its shareholders.		Manage ineach Named Executive Officer’s equity award covering grants for 2019-2022 was granted with a manner that balances the pecuniary interests of the shareholders, the best interests of those materially affected by the corporation’s conduct, and the specific public benefit or public benefits identified in its certificate of incorporation.		Directors of a traditional Delaware corporation may ordinarily take actions that they believe are not in the best interests of the shareholders in the short-term, at least if they believe that the action is in the long-term best interests of the corporation. The balancing requirement for directors of a PBC might more readily permit them, but does not require them, to take actions that shareholders consider not to be in their financial best interest.
Director Liability for Public Benefit Purpose		Not applicable.		A director of a PBC will not,premium-priced performance condition by virtue of an exercise price equal to 115% of our closing stock price on the public benefit provisionsdate of the DGCL,grant. Therefore, our stock price will have to grow by more than 15% above the share price on the grant date before our Named Executive Officers can realize any duty to any personvalue from the award. These stock options will not vest until they vest in full on accountthe fourth anniversary of any interest of such person in the public benefit or public benefits identified in the certificate of incorporation or on account of any interest materially affected by the corporation’s conductgrant date (i.e., “cliff” vest), promoting retention and with respect to a decision implicating the balance requirement described in “Duties of Directors” above, will be deemed to satisfy such director’s fiduciary duties to shareholders and the corporation if such director’s decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.		No practical difference; directors of traditional Delaware corporations and PBCs both have a duty of care and duty of loyalty. long-term view.
●	ConflictsMarket-Priced Stock Options. 50% of Interesteach Named Executive Officer’s equity award covering grants for Public Benefit Dutiesthe period of Directors		Not applicable.		When a director stands2019-2022 was granted with an exercise price equal to our closing stock price on both sidesthe date of a transaction withgrant. These awards vest in equal thirds on the company, traditional conflict of interest principles should apply. A director’s ownership of or other interest in the stocksecond, third, and fourth anniversaries of the PBC will not alone create a conflict of interest on the partdate of the director with respect to the director’s decision implicating the balancing requirement described in “Duties of Directors” above, except to the extent that such ownership or interest would creategrant, as a conflict of interest if the corporation were not a PBC. In the absence of a conflict of interest, no failure to satisfy that balancing requirement will, for the purposes of Section 102(b)(7) or Section 145 of the DGCL, constitute an act or omission not in good faith, or a breach of the duty of loyalty, unless the certificate of incorporation so provides.		No practical difference; the same DGCL requirements regarding officer and director conflicts of interest of a traditional Delaware corporation are applicable to a PBC. retention incentive.

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 for options with a more typical ten-year term.

These awards are intended to compensate our Named Executive Officers over the four-year period of our current business plan. 8     In response to shareholder feedback, we committed to not making any additional equity grants during this four-year period (2019-2022) to our existing Named Executive Officers. As such, no equity was awarded to our Named Executive Officers in 2021. When viewed on an annualized basis, these awards meaningfully decreased overall compensation and decreased overall dilution when compared with the results if we had continued our previous program of making annual equity grants for four additional years. On an annualized basis, this program reduced our Chief Executive Officer’s total target direct compensation from the top quartile in 2018 to approximately the 50th percentile of our peer group in 2019.

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Proxy Summary

The four-year awards were 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.

Proposal 1Because we did not grant any equity awards in 2021, compensation paid to our Chief Executive Officer in 2021 as reported in the Summary Compensation Table remains drastically reduced at $3.5 million—a 92% reduction in pay compared to 2019, the last year in which we granted an equity award to our CEO (which was intended to compensate our CEO over a four-year period).

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. For 2020, our revenue target was set above prior-year performance, as well as analyst consensus, and for 2021, our revenue threshold was set above prior-year performance, as well as analyst consensus.

Provision	Analyst Consensus	Traditional Delaware Corporations	Annual Cash Incentive Goals	Delaware PBCs		Practical Differences
Suits to Enforce Public Benefit Duties of Directors		Not applicable.		Any action to enforce the balancing requirement described in “Duties of Directors” above, including any individual, derivative or any other type of action, may not be brought unless the plaintiffs in such action own individually or collectively, as of the date of instituting such action, at least 2% of the corporation’s outstanding shares or, in the case of a corporation with shares listed on a national securities exchange, the lesser of such percentage or shares of the corporation with a market value of at least $2,000,000 as of the date the action is instituted. The PBC statute does not similarly narrow the group of shareholders that may inspect a PBCs books and records. The provisions of subchapter XV do not relieve the plaintiffs from complying with any other conditions applicable to filing a derivative action including Section 327 of the DGCL and any rules of the court in which the action is filed.		The enforcement suit structure available to shareholders of a Delaware PBC that have met the threshold requirements and the requirement of the board of a public benefit corporation to consider the interests of additional constituencies may provide for additional circumstances in which a Delaware PBC is the subject of litigation related to a particular balancing decision made by the board.
Public Benefit Notices and Stock Certificates		Not applicable.		A PBC must include in every notice of a meeting of shareholders a statement to the effect that it is a PBC formed pursuant to subchapter XV. Stock certificates must note conspicuously that the corporation is a PBC.		A PBC’s notice of meeting of shareholders and stock certificates must include a statement that it is a PBC.
PBC Reporting		Not applicable.		A PBC must no less than biennially provide its shareholders with a statement as to the corporation’s promotion of the public benefit or public benefits identified in the certificate of incorporation and of the best interests of those materially affected by the corporation’s conduct. The statement must include: ●The objectives the board of directors has established to promote the public benefit(s) and interests; ●The standards the board of directors has adopted to measure the PBC’s progress in promoting such public benefit(s) and interests; ●Objective factual information based on those standards regarding the PBC’s success in meeting the objectives for promoting such public benefit(s) and interests; and ●An assessment of the PBC’s success in meeting the objectives and promoting such public benefit(s) and interests.		The shareholders of a PBC will have access to regular reports highlighting certain aspects of the PBC’s conduct that might not be provided to shareholders of a traditional Delaware corporation. UT Actual Performance

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Proposal 1OUR 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 10Director 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 our field of 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

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Our Corporate Governance

Board Diversity and Skills

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 and skillset of our Board.

Knowledge, Skills and Experience

Public Board Experience*

Executive Management Experience

Financial Expertise

Legal

Government / Regulatory Experience

International

Science / Medicine

Healthcare Industry Experience

Environmental, Social, and Governance

Gender

Male

Female

Race / Ethnicity

African American or Black

Alaskan Native or American Indian

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

LGBTQ+

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Our Corporate Governance

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

The following chart provides diversity information related to our Board in accordance with Nasdaq requirements.

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Our Corporate Governance

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 ProposalOther 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 the 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 reject the resignation offer, or whether other action should be taken, considering all factors that our 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, nine of our twelve directors have been nominated for re-election to one-year terms. At our 2023 Annual Meeting of Shareholders, all of our directors will be subject to annual election for 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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Our Corporate Governance

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 2022 Annual Meeting of Shareholders

Professor Klein, Mr. Kurzweil, and Drs. Maxwell, Rothblatt, and Sullivan were each previously elected by shareholders at our 2021 Annual Meeting to serve a one-year term. Mr. Causey, Mr. Giltner, and Professor Mesa were each previously elected by shareholders at our 2019 Annual Meeting to serve a three-year term as Class II directors.

		Christopher Causey, M.B.A.
		Age: 59	Committees:
		Director Since: 2003	Nominating and Governance (Chair) Audit
Background Mr. Causey served as the Principal of the Causey Consortium, a professional services organization providing business strategy and marketing counsel to the healthcare industry, from 2002 until his retirement in 2021. 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. Mr. Causey currently serves on the Board of Trustees of The College of Wooster. 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 has determined that Mr. Causey meets the financial sophistication requirements of Nasdaq’s listing standards for Audit Committee members.

		Richard Giltner
		Age: 58	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 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 for Audit Committee members.

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Our Corporate Governance

		Katherine Klein, Ph.D.
		Age: 65	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.

		Ray Kurzweil
		Age: 74	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. Mr. Kurzweil previously served on the boards of directors of Inforte Corp. and Medical Manager Corporation, both of which were publicly-traded. 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., as well as public company governance experience through previous directorships.

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		Linda Maxwell, M.D., M.B.A.
		Age: 48	Committees:
		Director Since: 2020	Audit
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 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. She previously served as a member of the board of directors of Profound Medical Inc., a publicly-traded company. In March 2021, she became an Operating Partner of DCVC, a Silicon Valley-based based venture capital firm, where she focuses on portfolio company governance and due diligence. xxx Other Current Public Company Board ●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 is very valuable to us. Our Board has determined that Dr. Maxwell meets the financial sophistication requirements of Nasdaq’s listing standards for Audit Committee members.

		Nilda Mesa, J.D.
		Age: 62	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. She is currently Adjunct Professor in the Graduate School of Architecture, Planning, and Preservation. 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 2021 appointment as a visiting professor and lecturer at the Paris School of International Affairs at SciencesPo (Paris Institute of Political Studies), an international research university in France. She is the co-author of Collaborating for Climate Resilience (Routledge, 2021), and a contributor to Smarter New York City: How City Agencies Innovate (Columbia University Press, 2019). 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, energy, and sustainability. 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.

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		Judy Olian, Ph.D.
		Age: 70	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 Current 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 has determined that Dr. Olian meets the financial sophistication requirements of Nasdaq’s listing standards for Audit Committee members.

		Martine Rothblatt, Ph.D., J.D., M.B.A.
		Age: 67	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 an inventor or co-inventor on nine U.S. patents, with additional patents pending. 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.

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		Louis Sullivan, M.D.
		Age: 88	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 Current Public Company Board ●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.

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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: 80	Committees:
		Director Since: 2002	Compensation
Background Professor Dwek is a Fellow of the Royal Society, London, and served as Director of the Glycobiology Institute at the University of Oxford from 1988 to 2021. 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: 58	Committees:
		Director Since: 2002 Vice Chair of the Board Lead Independent Director	Compensation (Chair) 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 startups. His legal work included co-leading a team that obtained the first approval from the Federal Communications Commission and the United Nations' 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 directed the implementation of a first of its kind performance management system for the 270 schools of the Philadelphia School District, which received an IBM Business of Government Award. From 2007 to 2011, Mr. Patusky was the Director of the Office of Real Estate and 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 overseeing passage of the Maryland TOD law and then using the newly-created authority under that law 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 has determined that Mr. Patusky meets the financial sophistication requirements of Nasdaq’s listing standards for Audit Committee members.

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		Tommy Thompson, J.D.
		Age: 80	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 served as Interim President of the University of Wisconsin System from July 2020 through March 2022. 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 currently serves as Chair of the boards of directors of Physicians Realty Trust and TherapeuticsMD, Inc., both of which are publicly-traded. He previously served on the boards of various other public companies, including Cancer Genetics Inc., CareView Communications, Inc., Centene Corporation, 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. Other Current Public Company Boards ●Physicians Realty Trust ●TherapeuticsMD, Inc. 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. Our Board has determined that Governor Thompson meets the financial sophistication requirements of Nasdaq’s listing standards for Audit Committee members.

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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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 2021, our Corporate Governance Guidelines were updated to, among other things: (1) address PBC-specific obligations; and (2) make clear that our Nominating and Governance Committee actively seeks out women and minority candidates in the pool from which new Board members are chosen. 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.

Compensation Risk Assessment

In April 2022, our Compensation Committee reviewed a risk assessment conducted by management and our Compensation Committee’s independent compensation consultant 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 an appropriate 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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Shareholder Engagement

How We Engage

Investor Relations and Senior Management We provide 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 provide directors memberships with the National Association of Corporate Directors, and encourage our Board members to take advantage of its numerous educational resources and programs.

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

Our full Board held five meetings during 2021. In addition, during 2021, our Audit Committee held five meetings, our Compensation Committee held four 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 2021, an average of over 98% attendance. In accordance with applicable Nasdaq listing standards, the independent members of our Board met without management present four times during 2021.

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 2021 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 our Nominating and Governance Committee or our full Board.

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Non-Employee Director Compensation

Overview

In 2021, our non-employee director compensation program was comprised of three main elements:

Directors may also be compensated for special assignments from our Board. From July 2019 through July 2021, at our request, Christopher Causey served on the board of directors of a private company in which we owned a minority equity interest. United Therapeutics paid 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 2021, 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 2021:

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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 in June 2015, all equity-based awards for non-employee directors have been granted in the form of stock options and RSUs.

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2021 Non-Employee Director Compensation

The following table lists the compensation earned in 2021 by each non-employee director:

Each non-employee director held the following number of stock options, STAPs, and RSUs as of December 31, 2021: