DEF 14A of Viatris Inc, Oct 24, 2025

DEF 14A of Viatris Inc

Filed Oct 24, 2025 · FY20240001140361-25-039263

Open on EDGAR

  1. (Amendment No. )

    (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box:

  2. (Amendment No. )

    | ☐ | Preliminary Proxy Statement |

  3. (Amendment No. )

    | ☐ | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) |

  4. (Amendment No. )

    | ☒ | Definitive Proxy Statement |

  5. (Amendment No. )

    | ☐ | Definitive Additional Materials |

  6. (Amendment No. )

    | ☐ | Soliciting Material under §240.14a-12 |

  7. (Amendment No. )

    | VIATRIS INC. | | (Name of Registrant as Specified In Its Charter) | | (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |

  8. (Amendment No. )

    Payment of Filing Fee (Check all boxes that apply):

  9. (Amendment No. )

    | ☒ | No fee required | | ☐ | Fee paid previously with preliminary materials | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |

  10. (Amendment No. )

    Message from the Chair of the Board, Melina Higgins Dear Fellow Shareholders, On behalf of the Board of Directors, I want to thank you for your continued investment and confidence in Viatris. It is a privilege to chair such a deeply committed Board and to work in partnership with our talented management team during this important period of transformation and growth for the Company. 2025 has been a pivotal year for Viatris, one defined by disciplined execution, meaningful progress, and a clear focus on building a stronger, more agile Company for the future. Several significant milestones were achieved, from delivering strong operational performance and returning more than $630 million to shareholders through share repurchases and dividends in the first half of the year, to advancing our innovative pipeline with five positive Phase 3 readouts and the first global approval for sotagliflozin. These accomplishments demonstrate the Company’s ability to execute in the near term while positioning itself for long-term, durable growth. Together with management, the Board has also overseen the continued advancement of Viatris’ strategic priorities, including the successful launch of an enterprise-wide strategic review designed to ensure the Company’s operating model, cost structure and organization are fit for purpose for our next stage of growth. Our progress would not be possible without the continued effort of our colleagues around the globe. We are proud that Viatris was once again named to Forbes' list of World's Best Employers 2025. This is the fifth year in a row that Viatris has received this recognition. As Board members, we have taken the opportunity to meet with cross-functional teams from across the Company during the past year and have been impressed with their dedication to our mission and efforts to foster a high-performance environment. Strong governance and thoughtful leadership remain central to our success. I, and my fellow directors, continue to focus on ensuring that our Board has the right mix of skills, experience and perspectives to best support our Company’s future goals and our management team in achieving them. Since June 2024, we have welcomed four new directors with deep expertise in pharmaceutical leadership, finance, and innovation, while maintaining the continuity and institutional knowledge that have served the Company well. These efforts reflect our ongoing commitment to strong corporate governance and to ensuring that Viatris is guided by a Board that is independent, forward-looking and deeply engaged in guiding Viatris’ next chapter. Management succession planning has been, and continues to be, among the Board’s top priorities. We are pleased with the continued success of our management development efforts as we have seamlessly integrated new leadership and fresh perspectives with long-standing Viatris colleagues. The partnership between the Board and management has never been stronger — anchored in a shared focus on execution, accountability and value creation. The successful completion of our management transition efforts positioned us to end the consulting arrangement with our Chairman Emeritus as of June 30, 2025, and establish what we anticipate is our long-term simplified management structure. In closing, as the Company continues to evolve, the Board will remain steadfast in its oversight and commitment to advancing the Company’s ambitions for the future on behalf of our shareholders. We are proud of the work we have accomplished to date and we appreciate your continued investment and support. Sincerely, Melina Higgins Chair of the Board Message from Scott A. Smith, Chief Executive Officer Dear Viatris Shareholders, As I reflect on the past year, I am both proud of the significant progress we have made together and excited about the transformative path we continue to chart for our future. Viatris has been built with resilience and diversification at its core. Since our launch in 2020, we have reshaped the company through bold actions that strengthened our foundation, expanded our capabilities, and positioned us for long-term sustainable and profitable growth. A Year of Transformation and Execution 2025 has been a pivotal year. We continued to reshape our business while delivering meaningful progress for shareholders, patients, and employees alike. Among this year’s achievements:

  11. (Amendment No. )

    | • | Focus on Growth: We reported second quarter 2025 total revenues of $3.6 billion representing divestiture-adjusted operational revenue growth of 3%, excluding the impact of Indore(1), demonstrating renewed momentum in our base business. |

  12. (Amendment No. )

    | • | Pipeline Progress: We advanced our innovative pipeline with five positive Phase 3 data readouts, additionally enrollment for selatogrel and cenerimod remains on track. We also received the first global approval for sotagliflozin in the UAE — an important milestone in our innovative brands strategy. |

  13. (Amendment No. )

    | • | Capital Return: As of the end of the second quarter of 2025, we returned more than $630 million of capital to shareholders, including approximately $350 million in share repurchases and $280 million in dividends. We have committed to returning more than $1 billion of capital to shareholders in 2025. |

  14. (Amendment No. )

    | • | Operational Resilience: We made strong progress on the remediation efforts at our Indore facility which are nearly complete and we have asked the U.S. FDA for a meeting to discuss the progress of our remediation efforts and the potential timing for reinspection of the facility. We expect to have that meeting by the end of this year. |

  15. (Amendment No. )

    | • | Strategic Review: We launched an enterprise-wide strategic review earlier this year. Our goal is to ensure our operating model is as effective, efficient, and as future-ready as possible. |

  16. (Amendment No. )

    These accomplishments reinforce the disciplined execution of our strategy and our ability to invest for the future while continuing to deliver value today. Our Strategic Path Forward The work we have done over the past five years — strengthening our balance sheet, divesting non-core assets, and investing in innovation — has set the stage for the next natural step in our journey. Our future will be guided by four strategic pillars:

  17. (Amendment No. )

    | • | Strengthen Our Core – Evolving our generics business by focusing on more profitable, higher-margin complex products, and building our global established brands business by adding brands that leverage our global capabilities. |

  18. (Amendment No. )

    | • | Fuel Innovation – Advancing a pipeline of best-in-class, patent-protected assets and growing our innovative brands business through strategic accretive in-market business development opportunities to accelerate growth in key areas. |

  19. (Amendment No. )

    | • | Optimize Our Global Structure – Simplifying our cost structure, improving resource allocation and achieving operational efficiency in line with the changing needs of our business so that we can ensure we’re building a company that is both competitive today and prepared for the future. |

  20. (Amendment No. )

    | 1 | Second quarter 2025 total revenues were down 6% on a reported basis and down 2% on a divestiture-adjusted operational basis compared to second quarter 2024, primarily driven by the negative Indore Impact (as defined in Appendix B). The Indore Impact refers to the estimated negative financial impact on 2025 total revenues and (loss) earnings from operations versus the comparable 2024 periods as a result of the FDA issued warning letter and import alert related to our oral finished dose manufacturing facility in Indore, India. For the three months ended June 30, 2025, the estimated Indore Impact to total revenues was approximately $160 million. See Appendix B - “Reconciliations of Non-GAAP Financial Measures (Unaudited)” for more information. |

  21. (Amendment No. )

    | • | Invest for Growth – Building organizational capabilities, developing talent, and investing in digital tools needed to compete and win in a rapidly changing healthcare environment. |

  22. (Amendment No. )

    Fundamentally, we are positioning Viatris to be more agile, more innovative, and more aligned with the opportunities of tomorrow. We look forward to sharing more information at our Investor Day in early 2026. Vision for the Future Looking ahead, we expect Viatris to evolve in meaningful ways. Today, approximately 59% of our portfolio is established brands, 40% is generics, and 1% is patent-protected innovative brands. In the future, that mix will be different. While we intend to sustain the strength of our core business of generics and established brands, we also intend to build a greater presence in innovative brands—patent-protected assets that will drive durable and more predictable profitable growth. We will remain disciplined in how we allocate capital — strengthening the portfolio, returning value to shareholders, and investing in innovation. Our mission will not change: to empower people worldwide to live healthier at every stage of life. Closing I want to thank our more than 30,000 colleagues around the globe who have made the company what it is today. Their passion and dedication are what drive our ability to deliver for patients and shareholders every day. I am confident that Viatris has the right foundation, the right strategy, and the right vision for the future. Together, we are building a company that is stronger, leaner, and more innovative — a company positioned for sustainable success in 2026 and beyond. Thank you for your continued trust and investment in Viatris. Sincerely, Scott A. Smith Chief Executive Officer Notice of 2025 Annual Meeting of Shareholders Dear Viatris Shareholders: You are cordially invited to attend the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) of Viatris Inc. (“Viatris” or the “Company”). The meeting will be held on Friday, December 5, 2025 at 11:00 a.m. Eastern Time at the DoubleTree Resort by Hilton Hollywood Beach, 4000 South Ocean Drive, Hollywood, FL 33019. At the meeting, holders of Viatris’ issued and outstanding common stock as of the close of business (5:00 p.m. Eastern Time) on October 10, 2025 (the “Record Date”) will be asked to consider and act upon the following items of business, which are more fully described in this Proxy Statement.

  23. (Amendment No. )

    | Date and Time: | Friday, December 5, 2025 11:00 a.m. Eastern Time | | Location: | DoubleTree Resort by Hilton Hollywood Beach 4000 South Ocean Drive Hollywood, FL 33019 |

  24. (Amendment No. )

    | If you wish to attend the 2025 Annual Meeting (which is currently scheduled to be held in person), please so inform Viatris in writing by sending notice to the attention of Viatris’ Corporate Secretary at 1000 Mylan Blvd., Canonsburg, PA 15317 or by e-mail to corporatesecretary@viatris.com, in each case prior to 5:00 p.m. Eastern Time on December 4, 2025. See “Important Meeting Information” in this Notice and “How can I attend the 2025 Annual Meeting?” on page A-2 for more information. |

  25. (Amendment No. )

    Items of Business

  26. (Amendment No. )

    | | | Page | | 1. | Election of 13 director nominees, each to hold office until the 2026 annual meeting of shareholders. | 9 | | 2. | Approval of, on a non-binding advisory basis, the 2024 compensation of the named executive officers of the Company. | 42 | | 3. | Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. | 72 | | 4. | Such other business as may properly come before the meeting and any postponement or adjournment thereof. | |

  27. (Amendment No. )

    Only shareholders of record as of the Record Date are entitled to receive notice of, participate in and to vote at the 2025 Annual Meeting and any postponements or adjournments thereof. On or about October 24, 2025, we mailed to Viatris shareholders as of the Record Date a Notice of Internet Availability of Proxy Materials (“Internet Notice”), which includes instructions on how to access our 2025 Proxy Statement and 2024 Annual Report on the Internet, and how to cast your vote. See “Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?” on page A-1 for more information. If you received your proxy materials for the 2025 Annual Meeting by mail, the Proxy Statement, the 2024 Annual Report and proxy card were enclosed.

  28. (Amendment No. )

    | Please know that your vote is very important, and you are encouraged to vote promptly. Please carefully review the proxy materials for the 2025 Annual Meeting and follow the instructions below to cast your vote on all of the voting matters. Whether or not you expect to attend the 2025 Annual Meeting, we urge you to read the proxy statement and vote your shares as soon as possible using any of the following methods. |

  29. (Amendment No. )

    | Voting Information How to Vote Please vote using one of the advance voting methods. In all cases, you should have your Internet Notice, or if you requested to receive printed proxy materials, your proxy card or voting instruction form, in hand and follow the instructions. |

  30. (Amendment No. )

    | Shareholders of Record (shares registered on the books of the Company via Equiniti Trust Company) | | Via Internet Visit www.proxyvote.com or scan the QR Barcode (the QR code will be on the proxy card) | | By mail Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | | | | By phone Call 1-800-690-6903 or the telephone number on your proxy card | | |

  31. (Amendment No. )

    | Beneficial Owners (shares held through your bank or brokerage account) | | Via Internet Visit www.proxyvote.com | | By mail Sign, date and return your voting instruction form pursuant to the instructions therein | | | | By phone Call 1-800-454-8683 or the telephone number on your voting instruction form | | |

  32. (Amendment No. )

    All shareholders of record may vote in person at the 2025 Annual Meeting. Beneficial owners may vote in person at the 2025 Annual Meeting if they have a legal proxy, and follow the instructions described in the response to the question titled “How do I vote if I am a beneficial owner of shares of Viatris common stock and hold them in street name?” on page A-4. See “Important Meeting Information” below on how to attend the 2025 Annual Meeting. Important Meeting Information If you plan to attend the 2025 Annual Meeting in person, you must register in advance. See the question titled “How can I attend the 2025 Annual Meeting?” on page A-2 for information about the location, format and how to register to attend the meeting. For important information concerning the 2025 Annual Meeting, voting and other matters, please refer to Appendix A – Questions and Answers, beginning on page A-1. By Order of the Viatris Inc. Board of Directors, Burt Park Chief Governance Counsel and Corporate Secretary October 24, 2025

  33. (Amendment No. )

    | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 5, 2025. | | The Notice of Annual Meeting, Proxy Statement and 2024 Annual Report are available at www.proxyvote.com. Information on our website is not considered part of this Proxy Statement. |

  34. (Amendment No. )

    | Message from Melina Higgins, Chair of the Board |

  35. (Amendment No. )

    | Message from Scott Smith, Chief Executive Officer |

  36. (Amendment No. )

    | Notice of 2025 Annual Meeting of Shareholders |

  37. (Amendment No. )

    Table of Contents

  38. (Amendment No. )

    | 1 | A Strong Foundation for Performance and Impact | | 1 | Our 2025 Strategic Priorities | | 2 | Expansive Global Reach | | 2 | Approach to Innovation and Growth | | 2 | Global Healthcare Gateway® | | 3 | Building Sustainable Access at Scale | | 3 | Our Commitment to Good Corporate Governance | | 6 | Viatris’ Board of Directors | | 9 | Item 1 – Election of Directors | | 10 | Directors Nominated for Election at the 2025 Annual Meeting | | 23 | How Our Board Governs and Is Governed | | 28 | Board Refreshment and Succession Planning | | 29 | Annual Board and Committee Self-Evaluations | | 30 | Setting and Overseeing Strategy | | 31 | Risk Oversight | | 34 | How Our Directors Are Selected and Evaluated | | 35 | Certain Relationships and Related Transactions | | 36 | How Non-Employee Directors Are Compensated | | 38 | Security Ownership | | 38 | Security Ownership of Directors, Nominees, NEOs, and Executive Officers | | 39 | Security Ownership of Certain Beneficial Owners | | 40 | Executive Officers | | 42 | Item 2 – Advisory Vote to Approve the 2024 Compensation of the Named Executive Officers of the Company | | 43 | Compensation Discussion and Analysis | | 43 | Named Executive Officers | | 44 | Executive Summary | | 45 | Selected Highlights and Recent Developments | | 47 | Executive Compensation Philosophy | | 48 | 2024 Performance-Based Compensation Program | | 49 | Elements of 2024 Compensation | | 52 | Compensation Governance and Policies | | 57 | Compensation Committee Interlocks and Insider Participation | | 58 | Executive Compensation Tables | | 58 | 2024 Summary Compensation Table | | 63 | Estimated Payments in Connection with a Termination of Employment or Change in Control | | 66 | CEO Pay Ratio | | 67 | Pay Versus Performance | | 72 | Item 3 – Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025 | | 73 | Principal Accounting Fees and Services | | 73 | Audit Committee Pre-Approval Policy | | 74 | Report of the Audit Committee of Viatris’ Board | | A-1 | Appendix A – Questions and Answers | | B-1 | Appendix B | | B-1 | Forward-Looking Statements | | B-2 | Non-GAAP Financial Measures | | * | Our website, 2024 Sustainability Report and their respective contents are not incorporated by reference into this Proxy Statement. |

  39. (Amendment No. )

    | 2025 Proxy Statement | |

  40. (Amendment No. )

    At VIATRIS™, our ability to sustainably deliver high-quality medicines is grounded in our mission to empower people worldwide to live healthier at every stage of life. We are a company uniquely positioned to bridge the traditional divide between generics and brands, combining the best of both to more holistically address healthcare needs globally. Because health matters everywhere. Viatris At-a-Glance* Our 2025 Strategic Priorities

  41. (Amendment No. )

    | | 2025 Proxy Statement | 1 |

  42. (Amendment No. )

    Expansive Global Reach Our strong commercial infrastructure enables us to serve patients in almost every corner of the globe through retail and pharmacy establishments, wholesalers, governments, institutions, physicians and other customers. We provide unique reach across North America, Europe, the Asia Pacific region and emerging markets. Through our four reportable segments – Developed Markets, Emerging Markets, Japan, Australia and New Zealand (JANZ) and Greater China – we sold more than 80 billion doses of medicine in 2024 across more than 165 countries and territories. Approach to Innovation and Growth Global Healthcare Gateway®

  43. (Amendment No. )

    | 2 | 2025 Proxy Statement | |

  44. (Amendment No. )

    Building Sustainable Access at Scale As a global healthcare company with a broad and diverse portfolio and global reach, our most significant contribution to society is building access to medicine and partnering in the pursuit of more resilient healthcare systems. As part of working to provide access to medicine throughout the globe, we are committed to advancing responsible and sustainable practices and operations. We are leveraging the shared expertise within Viatris and through our partnerships to address important environmental, social and governance matters, recognizing that our actions affect people and communities that we serve and depend upon. These key topics encompass four broad areas:

  45. (Amendment No. )

    | • | Reliable Supply and High-Quality Medicine: manufacturing and distribution, including our supply chain and regulatory impact; |

  46. (Amendment No. )

    | • | Our People: managing talent, engaging employees and promoting workplace health and safety and inclusion; |

  47. (Amendment No. )

    | • | Environmental Impact: minimizing environmental impact – from climate change and energy to water and waste management; and |

  48. (Amendment No. )

    | • | Governance and Ethical Practices: managing inherent risks and encouraging opportunities and business ethics. |

  49. (Amendment No. )

    Viatris in 2024: Our Commitment to Good Corporate Governance Robust Shareholder Engagement Our shareholder-centric model is rooted in our Board of Directors’ (“Board”) and management’s commitment to on-going, robust dialogue with shareholders to discuss and solicit shareholder feedback on key strategic, operational, financial, governance, and executive compensation topics, and to address other topics of importance to shareholders. Since October 2024, we met with 20 of our 50 largest shareholders representing approximately 50% of the outstanding shares and reached out to approximately 30 of our 50 largest shareholders representing approximately 55% of the outstanding shares (in each case based on June 30, 2025 shareholder

  50. (Amendment No. )

    | | 2025 Proxy Statement | 3 |

  51. (Amendment No. )

    data). In these meetings, various members of our management and, as appropriate or where requested, our Board, met with institutional investor executives, governance and stewardship team leads, and portfolio managers. Our leadership has also met with the analyst community, participated in eight investor conferences, and held informal direct shareholder discussions since October 2024. Shareholder Discussion Highlights Director Refreshment: Viatris is committed to Board refreshment and strong corporate governance. In particular, the Board has appointed seven new Directors since December 2022 and elected an independent Chair in 2023. In connection with its refreshment process, the Board specifically sought individuals with C-suite level and/or pharmaceutical experience. Strategic Priorities: On our second quarter 2025 earnings call, Chief Executive Officer (“CEO”) Scott A. Smith discussed our 2025 strategic priorities, including: driving strong commercial execution across our global business of generics and established brands; advancing our late-stage pipeline to drive future innovation; continuing to look at strategic accretive in-market business development opportunities to drive near- and mid-term growth; progressing our enterprise-wide strategic review to position Viatris for sustainable growth in 2026 and beyond; the remediation and reinspection progress for our Indore facility; and returning capital to shareholders through dividends and share buybacks. Annual Meeting Timing: After discussions with investors and to in order to move to a more standard annual meeting cadence and drive further efficiency, the Board has announced that the 2026 annual meeting of shareholders will be held on May 15, 2026. Executive Compensation: We were disappointed by our Say-on-Pay vote in 2024. Based on our robust shareholder engagement in connection with, and following, the 2024 Say-on-Pay vote, we believe that our Say-on-Pay results in 2024 were driven primarily by concerns relating to the transitional consulting arrangement that we entered into with our former Executive Chairman. Shareholders did not express concerns with any other aspect of our compensation program in our meetings. Based on both the Board’s belief that the transitional matters covered by the consulting arrangement have been successfully completed and/or transitioned and this shareholder feedback, the Board determined that the consulting arrangement would not be renewed and then subsequently ended the consulting arrangement as of June 30, 2025. As a result, Mr. Coury is no longer serving as a consultant to the Company, and we believe that we have completed the transition to a simplified leadership and compensation structure. In addition, we took several further actions that we believe address the 2024 Say-on-Pay vote and align our program with shareholder outcomes. The table below details the additional actions we took.

  52. (Amendment No. )

    | Reduced the 2024 Annual Incentive Payout | • The Compensation Committee exercised negative discretion to reduce the 2024 annual incentive payout. This negative discretion was exercised due to the unique timing of the import alert related to the Indore, India facility, and the resulting impact on the Company's financials and share price. 2024 performance outcomes for Adjusted EBITDA, Free Cash Flow and Global Regulatory Submissions would have resulted in a 163.92% bonus funding under the provisions of the short-term incentive plan. The Compensation Committee reduced funding to 140%. | | Increased Difficulty of 2025 Adjusted EBITDA Maximum Objective | • Historically, maximum Adjusted EBITDA performance under the annual incentive plan has been set at 105% of target. For 2025, maximum Adjusted EBITDA performance was set at 110% of target requiring a greater level of Adjusted EBITDA performance to achieve above target payouts in 2025. | | Reduced Weighting of Global Regulatory Submissions | • The portion of the annual incentive related to Global Regulatory Submissions objective was reduced from 20% to 10% in 2025. | | Added Personal Objective to Annual Incentive Compensation Program | • A personal objective, weighted at 10%, was added to the annual incentive in 2025 to allow the Compensation Committee greater discretion in evaluating management actions and execution of Company strategy. | | Revised Compensation Peer Group | • Eli Lilly was eliminated from the peer group due to its market capitalization. With the removal of Eli Lilly, Viatris falls at the 44th percentile on revenue of the remaining peers. | | Amended Share Ownership Requirements Policy | • The Compensation Committee amended its policy to exclude unearned performance restricted stock units (“PRSUs”) (including associated dividend equivalent units (“DEUs”)) from ownership calculations, thereby making our ownership requirements more robust. |

  53. (Amendment No. )

    | 4 | 2025 Proxy Statement | |

  54. (Amendment No. )

    Board Structure and Oversight Viatris’ Board and committees are structured to provide effective oversight and direction to our management team.

  55. (Amendment No. )

    | Viatris has: | | • An independent Chair of the Board (see page 23). | | • A Board committee structure that supports comprehensive review and oversight of corporate strategy; management and performance; enterprise, operational, and commercial risk management; culture and human capital management; global drug pricing and commercialization; environmental and corporate sustainability matters; information security; and global developments, among many other matters (see pages 26 to 28). | | • An active Board refreshment process that seeks to identify a diverse talent pool of qualified candidates for consideration (see pages 28 to 29). The Board has appointed seven new Directors since December 2022. | | • The following standing Board committees: Audit, Compensation, Compliance and Risk Oversight, Executive, Finance, Governance and Sustainability, and Science and Technology. | | • Board members who have a wealth and variety of experience and expertise (see page 7) and broad access to multiple levels of Company employees as well as external experts. |

  56. (Amendment No. )

    In addition, we believe that Viatris’ incorporation in Delaware further supports our shareholder-centric model. Our corporate governance structure includes, among other things:

  57. (Amendment No. )

    | • | A one share, one vote single common stock class structure; |

  58. (Amendment No. )

    | • | A declassified board and annual director elections; |

  59. (Amendment No. )

    | • | A majority voting standard for uncontested director elections, with a director resignation provision as well as a majority vote requirement for other items to be voted on by shareholders (including amendments to our certificate of incorporation and bylaws); and |

  60. (Amendment No. )

    | • | Proxy access for director nominations that gives eligible shareholders (those who have continuously held shares of our common stock for at least three years, among other requirements) the ability to nominate and include in our proxy materials candidates for election to the Board. |

  61. (Amendment No. )

    For additional information regarding Board governance and oversight, please see pages 23 to 34.

  62. (Amendment No. )

    | | 2025 Proxy Statement | 5 |

  63. (Amendment No. )

    Board Overview Viatris is committed to board refreshment and strong corporate governance. In particular, the Board has appointed seven new Directors since December 2022 and elected an independent Chair in 2023. We would like to recognize the valuable contributions of Mr. Korman and Mr. Malik, who have not been nominated for re-election at the 2025 Annual Meeting. As previously announced, each notified the Company of his intention to not stand for re-election at the 2025 Annual Meeting and to retire as a member of the Board at the end of his current term, which is scheduled to expire at the 2025 Annual Meeting. The Board and the Governance and Sustainability Committee believe that each of our Director nominees possesses the qualifications, experience, judgment, leadership, and business skills necessary to provide robust oversight of the Company in the complex and evolving healthcare environment in which we operate. We believe our seven newest Directors have added further strength to important areas of expertise for the Board, including members with strong scientific, regulatory, accounting, financial, legal and management experience. As discussed on pages 28 to 29 and 34 to 35 and as set forth in our Corporate Governance Principles, the Board seeks to identify, subject to and in accordance with applicable law, a diverse talent pool of qualified candidates for consideration as part of the Board’s refreshment and succession planning. The Board also seeks to combine the skills and experience of its long-standing Board members with the fresh perspectives, insights, skills, and experiences of new members. In connection with its refreshment process, the Board specifically sought individuals with C-suite level and/or pharmaceutical experience. The Board has always believed that varied experiences and perspectives help drive innovation and serve Viatris’ mission, both at the Board level and in management. The Diversity and Inclusion Policy of the Viatris Board, which is available on our website at https://www.viatris.com/en/About-Us/Corporate-Governance, formalizes this long-standing commitment, in all cases subject to and in accordance with applicable law, to fostering a culture of inclusion and seeking, supporting, valuing, and leveraging diversity in the Board’s composition with characteristics that the Board believes serve the best interests of the Company and its stakeholders. The Board also continuously reviews and assesses its composition through, among other things, its annual board and committee self-evaluation process. For more information about the annual board and committee self-evaluation process, see “Annual Board and Committee Self-Evaluations” on page 29. The following table highlights certain of our Director nominees’ key skills and experience. A summary of the importance of each key skill and experience is also noted. As discussed in “How Our Directors Are Selected and Evaluated” beginning on page 34, our Director nominees’ key skills and experience are among the factors considered by the Governance and Sustainability Committee in nominating Director candidates. 12 of our 13 nominees for Director at the 2025 Annual Meeting are independent under the applicable NASDAQ Stock Market (“NASDAQ”) listing rules (and 13 of our 15 current Directors are independent).

  64. (Amendment No. )

    | 6 | 2025 Proxy Statement | |

  65. (Amendment No. )

    | Key Director Nominee Statistics | Cornwell | D’Amelio | Dillon | Finney | Groothuis | Higgins | Kilts | Mark | Parrish | Severino | Simmons | Smith | Vivaldi | Totals | | CEO and Public Company Management Experience Directors who have experience in management at public companies provide valuable expertise on managing interests held among various stakeholders, including, among others, employees, patients, and shareholders | • | • | • | • | | | • | • | • | • | • | • | • | 11/13 | | Corporate Governance/ Corporate Sustainability (CS) Experience Directors with Corporate Governance/CS experience are skilled in the successful operation of board oversight, cognizant of the impact that governance policies have on a public company and/or familiar with oversight of matters related to corporate sustainability | • | | • | • | • | • | • | • | • | | | • | • | 10/13 | | Finance, Accounting, and Capital Markets Experience Directors with a strong understanding of finance and accounting are essential for the Board to oversee our global financial reporting, internal controls, and capital structure, among other matters | • | • | • | • | | • | • | • | • | • | | • | • | 11/13 | | Global Business Experience Viatris has operations and facilities around the world and, as such, benefits from Directors who have experience working for companies with multinational reach and who provide insight on unique opportunities, challenges, and requirements associated with working across international markets | • | • | • | • | • | • | • | • | • | • | • | • | • | 13/13 | | Healthcare Industry Experience Directors with experience in the healthcare industry provide valuable perspectives to our Board and management team regarding a broad range of issues and opportunities facing the Company, including industry conditions, product research and development (“R&D”), supply chain, customers, sustainable access to medicine, product quality and patient safety, and marketing | • | • | | • | | | • | • | • | • | • | • | • | 10/13 | | Human Capital Management Experience Attracting, developing, and retaining talent globally are crucial to all aspects of the Company’s business, success, and strategy. We continue to build an inclusive culture that inspires leadership and accountability and encourages innovation. Directors with experience in succession planning, executive and/or Director compensation, company culture and/or employee engagement (among other relevant areas) help to ensure that the Company’s culture reflects our mission and values | • | • | • | • | | • | • | | • | • | • | • | • | 11/13 | | Information Security Experience Experience in information security, data privacy, cybersecurity, or use of technology to facilitate business operations | • | | • | • | | | | • | • | | | | | 5/13 | | Legal and Regulatory Oversight Experience We operate in an industry that is closely scrutinized and highly regulated. Directors who have experience navigating challenges associated with this environment provide valuable insight to our Board and management team | • | | • | | • | | | | | | | | | 3/13 | | Risk Oversight/Compliance Experience Pharmaceutical companies face a variety of complex opportunities, risks, and compliance challenges. Directors who have experience monitoring and creating plans to address risk provide important insights that assist our Board and management in ensuring the long-term sustainability of our business | | | • | • | • | • | | • | • | | | • | • | 8/13 | | Strategy and M&A Experience Viatris’ Directors are responsible for developing the Company’s successful differentiated strategy, both organically and through strategic and opportunistic acquisitions | • | • | • | • | • | • | • | • | • | • | • | • | • | 13/13 |

  66. (Amendment No. )

    | | 2025 Proxy Statement | 7 |

  67. (Amendment No. )

    Director Nominee Attributes

  68. (Amendment No. )

    | 8 | 2025 Proxy Statement | |

  69. (Amendment No. )

    Election of Directors While Viatris' Board currently consists of 15 Directors, the Board has reduced the size of the Board to 13 Directors, effective after the 2025 Annual Meeting. The first item for consideration at the 2025 Annual Meeting is the election of 13 Director nominees. The Board has, upon the recommendation of our Governance and Sustainability Committee, nominated W. Don Cornwell, Frank D’Amelio, JoEllen Lyons Dillon, Elisha Finney, Leo Groothuis, Melina Higgins, James M. Kilts, Richard Mark, Mark Parrish, Michael Severino, David Simmons, Scott A. Smith, and Rogério Vivaldi Coelho (the “Nominees”) for re-election at our 2025 Annual Meeting. If re-elected, each Nominee will serve as a Director until our 2026 annual meeting of shareholders and until their successor is duly elected and qualified, or until their earlier death, resignation, removal or retirement. The Board and the Governance and Sustainability Committee have carefully evaluated the experience, structure, culture, operation, interactions, collaboration, and performance of the full Board; the talents, expertise, and contributions of individual Directors, including the Nominees; the Board’s leadership; the integration and evolution of the Company; the Board’s critical role in governance, risk oversight, and continuing to develop and lead the strategic direction of the Company; the Board’s ability to respond to the continued change and disruption in the healthcare industry; anticipated future opportunities and challenges facing the Company; and the Board’s ongoing commitment to ensuring shareholder value creation and long-term sustainability for the benefit of shareholders and other stakeholders. Based on these considerations, among others, Viatris’ Board recommends a vote “FOR” the election of each of the Nominees. The Board’s general criteria for nomination to the Board are set forth in “How Our Directors Are Selected and Evaluated” beginning on page 34. Information about each Nominee’s specific experience, qualifications, attributes or skills that led the Board to conclude that he or she should be re-elected as a Director is set forth below on pages 10 to 22. Each Nominee is currently on Viatris’ Board and each has consented to act as a Director if elected at the 2025 Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.

  70. (Amendment No. )

    | Viatris’ Board recommends a vote “FOR” the election of each Nominee. |

  71. (Amendment No. )

    | | 2025 Proxy Statement | 9 |

  72. (Amendment No. )

    Directors Nominated for Election at the 2025 Annual Meeting

  73. (Amendment No. )

    | Age: 77* Director since 2020 Independent Director Board Committees: Audit Compliance and Risk Oversight | W. Don Cornwell | | | Vice Chair (2009), Founder, Chairman, and Chief Executive Officer (1988 - 2009), Granite Broadcasting Corporation Chief Operating Officer (“COO”), Corporate Finance Department (1980 - 1988), Vice President, Investment Banking (1976 - 1988); joined the company in 1971, Goldman, Sachs & Co. | | | Key Skills and Experience: CEO and Public Company Management, Corporate Governance, Finance, Accounting, and Capital Markets, Global Business, and Strategy and M&A Experience developed during his various executive roles, more specifically during his years at Goldman Sachs, where he engaged in public and private financing and advised mergers and acquisitions (“M&A”) transactions for publicly traded and privately owned companies, and further advanced through his founding and leadership of Granite Broadcasting Human Capital Management and Information Security Experience gained while serving as the COO of the Corporate Finance Department of the Investment Banking Division of Goldman Sachs where he was responsible for the management of the department including building the operational infrastructure—information technology (“IT”), document production, training, and recruiting—while the department of over 150 investment banking professionals was experiencing significant staffing growth in response to a dramatic increase in the volume of transactions they were handling Mr. Cornwell also brings Healthcare Industry and Legal and Regulatory Oversight Experience to the Board | | | Former Public Company Boards: American International Group, Inc. (NYSE: AIG) (2011 - 2024), Director, and most recently member of the Audit and Nominating and Corporate Governance Committees; also previously Chairman of the Compensation and Management Resources Committee Natura & Co Holding S.A. (NYSE: NTCO) (2020 - 2023), Director and most recently member of the Corporate Governance Committee Avon Products, Inc. (2002 - 2020 when acquired by Natura), Director and Lead Independent Director Pfizer, Inc. (NYSE: PFE) (“Pfizer”) (1997 - the closing of the combination of Mylan N.V. (“Mylan”) with Pfizer's Upjohn business (the “Upjohn business”) through a Reverse Morris Trust transaction (the “Combination”) in 2020), Director, and most recently Chair of the Regulatory and Compliance Committee and member of the Governance and Sustainability Committee; also, previously Chair of the Audit Committee | | | Other Organizations: Board of Trustees, Big Brothers Big Sisters of New York City Vice Chairman and Lead Director of the Board of Directors, Blue Meridian Partners, a partnership of philanthropists that invests in strategies to impact social problems confronting young people and families in poverty Board of Trustees, Occidental College, and Vice Chair of the Investment Committee Advisory, Orca Biosystems, Inc., a private biotechnology company developing high-precision cell therapies for the treatment of cancer and autoimmune diseases |

  74. (Amendment No. )

    | * The Board, on the recommendation of the Governance and Sustainability Committee, has, in accordance with its Corporate Governance Principles, approved a waiver to the mandatory retirement age for Directors for Mr. Cornwell and determined that such waiver was in the best interests of the Company because of his continued extensive contributions to the Board, his knowledge and familiarity with the acquired Upjohn business and the importance of maintaining continuity of certain legacy directors given the number of new directors that the Company has recently onboarded. |

  75. (Amendment No. )

    | 10 | 2025 Proxy Statement | |

  76. (Amendment No. )

    | Age: 67 Director since 2025 Independent Director Board Committees: Finance | Frank D’Amelio | | | Executive Vice President and Chief Financial Officer (2020 - 2022), management roles of increasing responsibility (2007 – 2020) including Executive Vice President, Global Supply and Business Operations, Executive Vice President, Business Operations and Global Supply and Chief Financial Officer, and Executive Vice President, Business Operations and Chief Financial Officer, Pfizer (NYSE: PFE), a global pharmaceutical company Senior Vice President of Integration and Chief Administrative Officer (2006 - 2007), Alcatel-Lucent, a global telecommunications equipment company Held management roles of increasing responsibility (2001 - 2006) including COO and Executive Vice President, Administration and Chief Financial Officer, Lucent Technologies Inc. (“Lucent”), a global telecommunications equipment company that was acquired by Alcatel SA in 2006 | | | Key Skills and Experience: CEO and Public Company Management, Finance, Accounting, and Capital Markets, Global Business, and Strategy and M&A Experience developed during his various executive roles at Pfizer where, during his tenure, he led many acquisitions and partnerships valued at nearly $200 billion in the aggregate, including numerous transformative transactions, and oversaw the company’s IT function and global supply chain Human Capital Management gained while serving as the COO at Lucent Mr. D’Amelio also brings Healthcare Industry Experience to the Board | | | Other Current Public Company Boards: Hewlett Packard Enterprise Company (NYSE: HPE) (since 2023), Director and member of the Audit and Finance and Investment Committees Humana Inc. (NYSE: HUM) (since 2003), Director, Chair of the Audit Committee, and member of the Nominating, Governance & Sustainability Committee Zoetis Inc. (NYSE: ZTS) (since 2012), Director, Chair of the Human Resources Committee and member of the Audit Committee | | | Current Private Company Boards: EntityRisk, Inc. (since 2023), Director Sail Biomedicines, Inc. (since 2024), Director | | | Former Public Company Boards: Catalent Inc. (NYSE: CTLT) (2023 - 2024), Director and member of the Compensation and Leadership and Quality and Regulatory Compliance Committees | | | Other Organizations: Director, Michael J. Fox Foundation for Parkinson’s Research Strategic Advisor, Formation Bio (since 2025) CFO-in-residence and independent advisor, Deloitte & Touch LLP CFO Program (2023 - 2024) |

  77. (Amendment No. )

    | | 2025 Proxy Statement | 11 |

  78. (Amendment No. )

    | Age: 62 Director since 2020 Independent Director Board Committees: Audit Compensation Executive Governance and Sustainability (Chair) | JoEllen Lyons Dillon | | | Executive Vice President, Strategic Developments and Capital Markets (2014 - 2017); Chief Legal Officer and Corporate Secretary, The ExOne Company (2013 - 2017). ExOne merged with Desktop Metal (NYSE: DM) in November 2021. ExOne was a global provider of three-dimensional (3D) printing machines and printed products, materials, and other services to industrial customers creating products in metal on a worldwide basis Partner (2002 - 2011), Reed Smith LLP, a law firm Partner (1997 - 2002), Buchanan Ingersoll & Rooney PC, a law firm (joined the firm in 1988) | | | Key Skills and Experience: Public Company Management, Corporate Governance, Finance, Accounting, and Capital Markets, Global Business, Human Capital Management, Information Security, Legal and Regulatory Oversight, Risk Oversight/Compliance, and Strategy and M&A Experience gained during her almost 25-year legal career in corporate M&A and securities, where she represented both public and private companies in a variety of complex matters, and further developed while at ExOne, where she was responsible for capital markets development, corporate strategic planning, human resources, global compliance, investor relations, and international business development within Europe and Asia, through which she became a thought leader in the areas of corporate governance, legal and regulatory oversight, capital markets, and M&A and is regularly invited to speak at major conferences, including, among others, the 2023 and 2024 Stanford Directors’ College, on such topics Ms. Dillon also brings CS Experience obtained through her legal and regulatory background, in addition to ongoing education programs Completed certification “Board Governance: Navigating Emerging Technologies and More in a Complex World” at Cornell University in November 2023 | | | Former Public Company Boards: World Wrestling Entertainment, Inc. (2022 - 2023) (now known as World Wrestling, LLC), Director Mylan (2014 - the closing of the Combination in 2020), Director, most recently Chair of the Compensation and Governance and Nominating Committees and member of the Audit, Compliance, and Executive Committees | | | Other Organizations: Trustee, S. K. Rockwell Conservation Fund, a non-profit corporation established with the principal concept to preserve and enhance environmental resources |

  79. (Amendment No. )

    | 12 | 2025 Proxy Statement | |

  80. (Amendment No. )

    | Age: 64 Director since 2022 Independent Director Board Committees: Audit Finance | Elisha Finney | | | Executive Vice President (2012 - 2017), Chief Financial Officer (April 1999 - May 2017), Senior Vice President (2005 - 2012), Vice President of Finance (1999 - 2005), joined the company in 1988, Varian Medical Systems, Inc. | | | Key Skills and Experience: Public Company Management, Corporate Governance, Finance, Accounting, and Capital Markets, Healthcare Industry, Human Capital Management, Information Security, and Risk Oversight/Compliance Experience gained during her time at Varian Medical Systems, where she oversaw corporate accounting, corporate communications and investor relations, internal audit, risk management, tax and treasury, and corporate information systems, and helped the company grow to be a world-leading manufacturer of medical devices and software for treating cancer and other medical conditions Ms. Finney also brings Global Business and Strategy and M&A Experience to the Board | | | Other Current Public Company Boards: Mettler-Toledo International Inc. (NYSE: MTD) (since 2017), Director and Chair of the Audit Committee ICU Medical, Inc. (NASDAQ: ICUI) (since 2016), Director, Chair of the Nominating and Governance Committee, and member of the Audit and Compliance Committee | | | Former Public Company Boards: NanoString Technologies, Inc (2017 - 2024), Director and Chair of the Audit Committee iRobot Corporation (NASDAQ: IRBT) (2017 - 2021), Director and member of the Audit and Compensation and Talent Committees Cutera, Inc. (NASDAQ: CUTR) (2017 - 2019), Director, Chair of the Audit Committee, and member of the Enterprise Risk Committee Altera Corporation (2011 - 2015 when acquired by Intel Corporation), Director and Chair of the Audit Committee Thoratec Corporation (2007 - 2013), Director and Chair of the Audit Committee |

  81. (Amendment No. )

    | | 2025 Proxy Statement | 13 |

  82. (Amendment No. )

    | Age: 53 Director since 2023 Independent Director Board Committees: Compliance and Risk Oversight Executive Governance and Sustainability | Leo Groothuis | | | General Counsel (2022 - present), HAL Investments, the Dutch investment subsidiary of HAL Holding N.V., a public international investment company listed on the Amsterdam stock exchange, which is focused on increasing shareholder value Partner (2006 - 2022), NautaDutilh, a law firm (joined the firm in October 1996) | | | Key Skills and Experience: Corporate Governance, Global Business, Legal and Regulatory Oversight, Risk Oversight/Compliance, and Strategy and M&A Experience acquired during his legal career at NautaDutilh, where he had been a trusted C-suite and board advisor to some of the largest companies in both Europe and the U.S., which resulted in him being recognized as a top lawyer and thought leader in corporate governance, capital markets, and M&A for the guidance he had provided to numerous multi-national private and public companies on significant complex strategic transactions Mr. Groothuis also brings CS Experience obtained through his active involvement in the development and execution of HAL Investments’ CS strategies | | | Current Private Company Boards: Non-executive Director (since 2025), Koppert Group B.V., a private company that provides natural solutions to cultivate healthier and safer agricultural crops | | | Other Organizations: Director, Stichting Continuiteit IHC and B.V. Finance Continuiteit IHC, Dutch entities that together are the sole shareholders of Royal IHC, a private international shipbuilding company |

  83. (Amendment No. )

    | 14 | 2025 Proxy Statement | |

  84. (Amendment No. )

    | Age: 58 Director since 2020 Chair of the Board and Independent Director Board Committees: Executive (Chair) Finance (Chair) | Melina Higgins | | | Held senior roles of increasing responsibility including Partner (2002 - 2010) and Managing Director (2001 - 2010) and served as a member of the Investment Committee of the Principal Investment Area, Head of the Americas for Private Debt, and co-Chairperson of the Investment Advisory Committee for GS Mezzanine Partners funds, The Goldman Sachs Group, Inc. (NYSE: GS) | | | Key Skills and Experience: Corporate Governance, Finance, Accounting, and Capital Markets, Global Business, Risk Oversight/Compliance, and Strategy and M&A Experience obtained during her nearly 20 years at Goldman Sachs, where she built and led a successful investment business and became well-versed in portfolio management, assessing market risks and building businesses, especially during her time as a member of Goldman’s Investment Committee of the Principal Investment Area, one of the largest alternative asset managers in the world, where she oversaw and approved global private equity and private debt investments Ms. Higgins also brings Human Capital Management Experience, including compensation and succession planning, to the Board | | | Other Current Public Company Boards: Genworth Financial Inc. (NYSE: GNW) (since 2013), non-executive Chair (since 2021) and member of the Audit and Management Development & Compensation Committees | | | Current Private Company Boards: Director and non-executive chair of the Board (since 2016), Antares Midco Inc., a private company that provides financing solutions for middle market, private equity-backed transactions | | | Former Public Company Boards: Mylan (2013 - the closing of the Combination in 2020), Director, most recently Chair of the Finance Committee, and member of the Audit, Compensation, and Executive Committees NextGen Acquisition Corp. II (March 2021 until its merger with Virgin Orbit in December 2021) (a special purpose acquisition company), Director, Chair of the Nominating and Corporate Governance Committee and member of the Audit and Compensation Committees | | | Other Organizations: Member, Women’s Leadership Board of Harvard University’s John F. Kennedy School of Government |

  85. (Amendment No. )

    | | 2025 Proxy Statement | 15 |

  86. (Amendment No. )

    | Age: 77* Director since 2020 Independent Director Board Committees: Compensation Finance | James M. Kilts | | | Founding Partner (since 2006), Centerview Capital, a private equity firm Special Advisor to the Board (2023), Co-Chief Executive Officer (2021 - 2023), Conyers Park III Acquisition Corp. (a special purpose acquisition company) Chairman and Chief Executive Officer (2001 - 2005 when it merged with The Procter & Gamble Company), President (2003 - 2005), The Gillette Company President and Chief Executive Officer (1998 - 2000 when it was acquired by The Philip Morris Companies), Nabisco Group Holdings Corporation | | | Key Skills and Experience: CEO and Public Company Management, Corporate Governance, Finance, Accounting, and Capital Markets, Global Business, and Strategy and M&A Experience acquired during his more than 40 years leading a range of multi-national companies and iconic brands, where he is credited with building domestic and international strategies to increase sales and successfully overseeing organizations through significant M&A activity resulting in him being sought out for his business expertise and advice Mr. Kilts also brings Healthcare Industry and Human Capital Management Experience to the Board | | | Other Current Public Company Boards: Advantage Solutions Inc. (NASDAQ: ADV) (since 2020 when it combined with Conyers Park II Acquisition Corp.), non-executive Chairman and previously Lead Director The Simply Good Foods Company (NASDAQ: SMPL) (since 2017), Chairman and member of the Nominating and Corporate Governance Committee | | | Former Public Company Boards: Unifi Inc. (NYSE: UFI) (2016 - 2022), Director and most recently member of the Compensation Committee Pfizer (NYSE: PFE) (2007 - the closing of the Combination in 2020), Director and most recently member of the Compensation Committee Conyers Park II Acquisition Corp. (2019 to 2020 when it combined with Advantage Solutions Inc.), Executive Chairman MetLife, Inc. (NYSE: MET) (2005 - 2020), Director, most recently Chair of the Compensation Committee and member of the Governance and Corporate Responsibility Committee The Procter & Gamble Company (NYSE: PG) (2005 - 2006), Director Conyers Park Acquisition Corporation (2016 - 2017 when it merged with The Simply Good Foods Company), Chairman Nielsen Holdings plc, (NYSE: NLSN) (2006 - 2017) Non-executive Director and (2011 - 2013) Chairman Nielsen Company B.V. (2009 - 2014), Chairman MeadWestvaco Corporation (2006 - 2014), Director |

  87. (Amendment No. )

    | * The Board, on the recommendation of the Governance and Sustainability Committee, has, in accordance with its Corporate Governance Principles, approved a waiver to the mandatory retirement age for Directors for Mr. Kilts and determined that such waiver was in the best interests of the Company because of his continued extensive contributions to the Board, his knowledge and familiarity with the acquired Upjohn business and the importance of maintaining continuity of certain legacy directors given the number of new directors that the Company has recently onboarded. |

  88. (Amendment No. )

    | 16 | 2025 Proxy Statement | |

  89. (Amendment No. )

    | Age: 72 Director since 2020 Independent Director Board Committees: Audit* (Chair) Compliance and Risk Oversight Executive Finance | Richard Mark, C.P.A. | | | Partner (2002 - 2015), Deloitte & Touche LLP (“Deloitte”) Audit Partner (1988 - 2002), Audit Manager (1981 - 1988), Senior Auditor (1977 - 1981), Arthur Andersen & Co. | | | Key Skills and Experience: Public Company Management, Corporate Governance, Finance, Accounting, and Capital Markets, Global Business, Risk Oversight/Compliance, and Strategy and M&A Experience gained over his extensive career auditing financial statements of public and private companies, consulting on financial issues with companies, and performing transaction diligence on behalf of financial and strategic buyers Mr. Mark also brings Healthcare Industry and Information Security Experience to the Board | | | Other Current Public Company Boards: Four funds/business development companies in the Goldman Sachs Fund Complex (Goldman Sachs BDC, Inc. (“GSBDC”) (NYSE: GSBD) (since 2020), Director, Chair of the Audit Committee and member of the Compliance, Governance and Nominating, and Contract Review Committees; Goldman Sachs Private Credit Corp. (since 2022), and Goldman Sachs Private Middle Market Credit II LLC (since 2025), Director, member of the Audit Committee, Governance and Nominating Committee, Compliance Committee, and Contract Review Committee) | | | Former Public Company Boards: Mylan (2019 - the closing of the Combination in 2020), Director and most recently member of the Audit and Finance Committees Funds/Business Development Companies in the Goldman Sachs Fund Complex (Goldman Sachs Middle Market Lending Corp. (2016 - 2020 when it merged with GSBDC), Director, most recently Chair of the Audit Committee and member of Compliance, Governance and Nominating, and Contract Review Committees and Goldman Sachs Middle Market Lending Corp. II (2020 - 2025 when it merged with Goldman Sachs Private Credit Corp), Director, Chair of the Audit Committee and member of the Compliance, Governance and Nominating, and Contract Review Committees) Katy Industries, Inc. (2015 - 2016), Chairman and most recently member of the Audit Committee | | | Former Private Company Boards: Northwestern Memorial Healthcare (2014 - 2015), Director and member of the Executive and Nominating and Governance Committees Cadence Health (1993 - 2014 when it merged with Northwestern), Director | | | Other Organizations: Director and Chair of the Finance Committee, Home Centered Care Institute, a not-for-profit corporation, which promotes access to home-based primary care for medically complex patients who are either homebound or home-limited Former Director, Almost Home Kids, a not-for-profit corporation affiliated with Lurie Children’s Hospital of Chicago, a provider of transitional care to children with complicated health needs, training for their families, and respite care |

  90. (Amendment No. )

    | * The Board has, in accordance with its Corporate Governance Principles, approved Mr. Mark’s concurrent service on the Audit Committee and the audit committees of more than two other public companies and determined that such service does not impair his ability to effectively serve on the Audit Committee, particularly given that all of the other audit committees Mr. Mark serves on are part of the Goldman Sachs Fund Complex. |

  91. (Amendment No. )

    | | 2025 Proxy Statement | 17 |

  92. (Amendment No. )

    | Age: 70 Director since 2020 Vice Chair of the Board and Independent Director Board Committees: Compliance and Risk Oversight (Chair) Executive Governance and Sustainability Science and Technology | Mark Parrish | | | Senior Advisor, Frazier Healthcare Ventures, a healthcare-oriented growth equity firm Executive Chairman (2018 - 2019), Chief Executive Officer (2008 - 2018), Executive Chairman (2008 - 2013), TridentUSA Health Services, a provider of mobile X-ray and laboratory services to the long-term care industry. In February 2019, TridentUSA filed for protection under Chapter 11 of the U.S. Bankruptcy Code and emerged from bankruptcy in September 2019 Held management roles of increasing responsibility (1993 - 2007) including Chief Executive Officer, Healthcare Supply Chain Services (2006 - 2007), Cardinal Health Inc. and its affiliates | | | Key Skills and Experience: CEO and Public Company Management, Corporate Governance, Finance, Accounting, and Capital Markets, Healthcare Industry, Risk Oversight/Compliance, and Strategy and M&A Experience obtained over his many years in leadership positions in the healthcare industry, where he gained extensive expertise in managing governmental oversight, as well as experience in business restructuring and M&A CS Experience obtained through his public company and executive experience and his work in the heavily regulated healthcare industry Mr. Parrish also brings Global Business, Human Capital Management, and Information Security Experience to the Board | | | Other Current Public Company Boards: Omnicell, Inc. (NASDAQ: OMCL) (since 2013), Director, and member of the Audit and Compensation Committees | | | Current Private Company Boards: Safecor Health, LLC (since 2022), a private limited liability company that provides unit dose drug packaging services to hospitals and long-term care facilities, non-executive Chair | | | Former Public Company Boards: Mylan (2009 - the closing of the Combination in 2020), most recently Lead Independent Director and Vice Chairman, Chair of the Compliance Committee and member of the Audit, Executive, Governance and Nominating, and Risk Oversight Committees | | | Former Private Company Boards: Comprehensive Pharmacy Services (2019 - 2023), a private company that specializes in the outsourcing of hospital pharmacies, Director Golden State Medical Supply (2014 - 2019 when it was acquired by Court Square), a private company that specializes in meeting unique labeling and sizing needs and pharmaceutical packaging, serialization, and distribution, Director Silvergate Pharmaceuticals (2013 - 2019), a private company that develops and commercializes pediatric medications, Director | | | Other Organizations: President and Chief Executive Officer (2008-2025), International Federation of Pharmaceutical Wholesalers, an association of pharmaceutical wholesalers and pharmaceutical supply chain service companies |

  93. (Amendment No. )

    | 18 | 2025 Proxy Statement | |

  94. (Amendment No. )

    | Age: 59 Director since 2025 Independent Director Board Committees: Science and Technology | Michael Severino, M.D. | | | Chief Executive Officer (since 2022), Tessera Therapeutics, Inc. (“Tessera”), a private biotechnology company focused on genome engineering CEO-Partner (since 2022), Flagship Pioneering, a life sciences venture capital company Held management roles of increasing responsibility (2014 - 2022) including Vice Chairman and President, (2018 - 2022), AbbVie Inc. (NYSE: ABBV), a pharmaceutical company Held management roles of increasing responsibility (2004 - 2014) including Senior Vice President, Global Development, and Chief Medical Officer (2012 - 2014), Amgen Inc. (Nasdaq: AMGN), a pharmaceutical company | | | Key Skills and Experience: CEO and Public Company Management, Finance, Accounting, and Capital Markets, Global Business, and Strategy and M&A Experience developed during his various executive roles where he oversaw clinical development projects, financial reporting and capital markets activity, along with leading business development initiatives, along with all other aspects of company management Human Capital Management gained as the Chief Executive Officer of Tessera Dr. Severino also brings Healthcare Industry Experience to the Board | | | Other Current Public Company Boards: Avantor, Inc. (NYSE: AVTR) (since 2020), Director and Chair of the Compensation and Human Resources Committee and member of the Science and Technology Committee | | | Other Current Private Company Boards: Tessera (since 2022), Director Montai Therapeutics, Inc. (since 2023), Director Quotient Therapeutics, Inc. (since 2023), Director | | | Other Organizations: Former Director, The Field Museum of Natural History |

  95. (Amendment No. )

    | | 2025 Proxy Statement | 19 |

  96. (Amendment No. )

    | Age: 61 Director since 2025 Independent Director Board Committees: N/A | David Simmons | | | Chief Executive Officer (since 2023), Caliber Holdings Corporation, a private multi-site operator of auto body collision repair centers (“Caliber”) Senior Advisor (since 2012), Abingworth LLP, a life sciences venture capital firm Operating Partner (2022 - 2023), Hellman & Friedman, LLC, a private equity firm Chairman and Chief Executive Officer (2012 -2022) PPD, Inc., a global contract pharmaceutical research organization acquired by Themo Fisher Scientific Inc. in 2021 President and General Manager, Emerging Markets and Established Products (2010 - 2012), management roles of increasing responsibility (1996 - 2010), including President and General Manager, Established Products, President, Pharmaceuticals Eastern Europe, Vice President, Marketing Canada, President, Pharmaceuticals Greece, Cyprus and Malta Affiliates, Pfizer | | | Key Skills and Experience: CEO and Public Company Management, Global Business, Healthcare Industry and Strategy and M&A Experience developed during his various executive roles, giving him significant knowledge and insights regarding the global pharmaceutical industry, drug development and capital markets; along with direct experience with our established products portfolio from his days overseeing that division while at Pfizer Human Capital Management gained as the Chief Executive Officer of Caliber | | | Other Current Private Company Boards: Cordis (since 2022), Director | | | Former Private Company Boards: Launch Therapeutics, Inc. (2022 - 2025), Chairman Curia Global, Inc. (2018 - 2020), Director Medline Industries, Inc. (2022 - 2024), Director | | | Former Public Company Boards: PPD (2012 - 2022 following its acquisition by Thermo Fisher Scientific, Inc.), Chairman Owens & Minor, Inc. (NYSE: OMI) (2013 - 2018), Director | | | Other Organizations: Trustee, David and Melissa Simmons Family Foundation Trustee, The Linsly School |

  97. (Amendment No. )

    | 20 | 2025 Proxy Statement | |

  98. (Amendment No. )

    | Age: 63 Director since 2022 Chief Executive Officer and Director Board Committees: Science and Technology | Scott A. Smith | | | Chief Executive Officer (since April 2023), Viatris President (2018 - 2023), BioAtla, Inc. (NASDAQ: BCAB) (“BioAtla”), a global biotechnology company focused on the development of Conditionally Active Biologics™ antibody therapeutics Served as an executive (2008 - 2018), rising up the ranks from SVP and Global Head of Immunology to President of Inflammation and Immunology and then, beginning in 2017, President and COO, Celgene Corporation, a global biopharmaceutical company | | | Key Skills and Experience: Public Company Management, Corporate Governance, Global Business, Healthcare Industry, Risk Oversight/Compliance, and Strategy and M&A Experience acquired during his more than 35 years in the healthcare industry, which has resulted in him possessing vast global commercial and pharmaceutical expertise and a proven ability to build, grow, and manage large complex organizations utilizing his substantial experience in developing and executing regulatory, clinical, and business development strategies as displayed by his time at BioAtla, where he built a clinical development structure that moved multiple assets from investigational new drug applications into late stage clinical development, drove the company’s long-term strategic operational plan, and led all business development activities, and, prior to that, his time at Celgene where he led the company’s oncology, inflammation, and immunology franchise, commercial operations, and clinical development Mr. Smith also brings Finance, Accounting, and Capital Markets and Human Capital Management Experience to the Board | | | Other Current Public Company Boards: BioAtla (since 2020), Director | | | Former Public Company Boards: Apexigen, Inc. (2019 - 2023 when it was acquired by Pyxis Oncology, Inc.), Director and most recently member of the Compensation and Corporate Governance and Nominating Committees Titan Pharmaceuticals, Inc. (NASDAQ: TTNP) (2017 - 2020), Director and Chair of the Compensation and Nominating and Governance Committees | | | Former Private Company Boards: Triumvira Immunologics, Inc. (2018 - 2023), Director and Chairman Refuge Biotechnologies, Inc. (2018 - 2022), Director F-star Therapeutics, Inc. (2018 - 2020), Chairman and member of the Audit and Nominating and Corporate Governance Committees |

  99. (Amendment No. )

    | | 2025 Proxy Statement | 21 |

  100. (Amendment No. )

    | Age: 61 Director since 2024 Independent Director Board Committees: Compliance and Risk Oversight Science and Technology | Rogério Vivaldi Coelho, M.D., M.B.A. | | | Founder and Chief Executive Officer (since 2024), Vivaldi Rare, a provider of pharma and biotech consulting services President and Chief Executive Officer (2018 - 2023 when it was acquired by Eli Lilly and Company), Sigilon Therapeutics, Inc., a diabetes cell therapy company Executive Vice President and Chief Global Therapeutics Officer (2016 - 2018 when it was acquired by Sanofi), Bioverativ Inc., a biopharmaceutical company focused on therapies for hemophilia and other rare blood disorders Executive Vice President and Chief Commercial Officer (2014 - 2016), Spark Therapeutics, Inc., a gene therapy company Chief Executive Officer (2013 - 2014), Minerva Neurosciences, Inc., a clinical-stage biopharmaceutical company focused on the development and commercialization of product candidates to treat patients suffering from central nervous system diseases Earlier in his career, held positions of increasing responsibility including leading rare disease business as President of both the rare disease business and the renal and endocrine group and served as Senior Vice President and General Manager of the Latin America Group, Genzyme Corporation | | | Key Skills and Experience: CEO and Public Company Management, Corporate Governance, Finance, Accounting, and Capital Markets, Healthcare Industry, Risk Oversight/Compliance, and Strategy and M&A Experience obtained over his many years in leadership positions in the healthcare industry, where he gained extensive experience leading and managing commercial, marketing, and sales operations, managing patient access initiatives, and leading the successful approval of innovative medicines Dr. Vivaldi also brings Global Business and Human Capital Management Experience to the Board | | | Other Current Public Company Boards: Crinetics Pharmaceuticals, Inc. (NASDAQ: CRNX) (since 2022), Director and member of the Audit Committee and the Research and Development Committee | | | Former Public Company Boards: Sigilon Therapeutics, Inc. (2018 - 2023 when it was acquired by Eli Lilly and Company), Director Minerva Neurosciences, Inc. (NASDAQ: NERV) (2013 - 2014), Director | | | Former Private Company Boards: Spark Therapeutics, Inc. (2014), Director |

  101. (Amendment No. )

    | 22 | 2025 Proxy Statement | |

  102. (Amendment No. )

    Director Independence Viatris’ Board has determined that Mr. Cornwell, Mr. D’Amelio, Ms. Dillon, Ms. Finney, Mr. Groothuis, Ms. Higgins, Mr. Kilts, Mr. Korman, Mr. Mark, Mr. Parrish, Dr. Severino, Mr. Simmons, and Dr. Vivaldi are independent Directors under the applicable NASDAQ listing rules. Messrs. Malik and Smith are not independent Directors under applicable NASDAQ listing rules. How Our Board Governs and Is Governed Viatris’ Board Structure As set forth in our Amended and Restated Bylaws (the “Bylaws”), the Company has a majority vote standard for director elections in the event of an uncontested election and a plurality standard in the event of a contested election. The Bylaws also provide that if a nominee for Director who is an incumbent is not elected and no successor has been elected at such meeting, the Director shall promptly tender their irrevocable resignation to the Board, such resignation to be effective upon acceptance by the Board. All Directors are submitted for election at each annual meeting of shareholders. The Board has selected a leadership and management structure that it believes is best suited to meet the needs of the Company and our shareholders. The flexibility to make these decisions serves the interests of the Company and its shareholders, as the Board is best positioned to evaluate the optimal leadership structure for the Company based upon the respective talents of the individual Directors and the Company’s leadership team, strategic objectives, and challenges and opportunities over time.

  103. Our Board Structure

    | Name | Fees Earned or Paid in Cash ($) | RSUs ($)(2) | All Other Compensation ($)(3) | Total ($) | | W. Don Cornwell | 150,000 | 225,001 | 20,000 | 395,001 | | JoEllen Lyons Dillon | 200,000 | 225,001 | — | 425,001 | | Elisha Finney | 150,000 | 225,001 | 20,000 | 395,001 | | Leo Groothuis(1) | 175,000 | 225,001 | — | 400,001 | | Melina Higgins | 425,000 | 225,001 | 20,000 | 670,001 | | James M. Kilts | 150,000 | 225,001 | 20,000 | 395,001 | | Harry Korman | 175,000 | 225,001 | — | 400,001 | | Rajiv Malik | 128,005 | 225,009 | 22,773 | 375,787 | | Richard Mark | 200,000 | 225,001 | 20,000 | 445,001 | | Mark Parrish | 250,000 | 225,001 | — | 475,001 | | Rogério Vivaldi Coelho | 86,475 | 225,005 | — | 311,480 |

  104. Our Board Structure

    | Elements of Compensation | Amount | | Board Member Retainer | $150,000 | | Chair of the Board of Directors Compensation | $225,000 | | Vice Chair Compensation | $50,000 | | Committee Chair Fee | $25,000 | | Executive Committee Member Fee | $25,000 | | Annual Equity Grant Value (RSUs) | $225,000 |

  105. Shareholder Responsiveness and Continued Evolution of Our Compensation Program

    | Reduced the 2024 Annual Incentive Payout | • The Compensation Committee exercised negative discretion to reduce the 2024 annual incentive payout. This negative discretion was exercised due to the unique timing of the import alert related to the Indore, India facility, and the resulting impact on the Company's financials and share price. 2024 performance outcomes for Adjusted EBITDA, Free Cash Flow and Global Regulatory Submissions would have resulted in a 163.92% bonus funding under the provisions of the short-term incentive plan. The Compensation Committee reduced funding to 140%. | | Increased Difficulty of 2025 Adjusted EBITDA Maximum Objective | • Historically, maximum Adjusted EBITDA performance under the annual incentive plan has been set at 105% of target. For 2025, maximum Adjusted EBITDA performance was set at 110% of target requiring a greater level of Adjusted EBITDA performance to achieve above target payouts in 2025. | | Reduced Weighting of Global Regulatory Submissions | • The portion of the annual incentive related to Global Regulatory Submissions objective was reduced from 20% to 10% in 2025. | | Added Personal Objective to Annual Incentive Compensation Program | • A personal objective, weighted at 10%, was added to the annual incentive in 2025 to allow the Compensation Committee greater discretion in evaluating management actions and execution of Company strategy. | | Revised Compensation Peer Group | • Eli Lilly was eliminated from the peer group due to its market capitalization. With the removal of Eli Lilly, Viatris falls at the 44th percentile on revenue of the remaining peers. | | Amended Share Ownership Requirements Policy | • The Compensation Committee amended its policy to exclude unearned PRSUs (including associated DEUs) from ownership calculations, thereby making our ownership requirements more robust. |

  106. Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based

    Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based Our Compensation Committee has implemented a simple and performance-focused compensation program which is primarily focused on base salary, a performance-based short-term incentive award, and long-term incentive awards consisting of PRSUs and RSUs. For fiscal year 2024, 61% of NEO total target compensation was performance-based and 68% of NEO total target compensation was delivered as long-term equity.

  107. Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based

    In addition, our PRSUs are subject to a total shareholder return (“TSR”) performance modifier assessed over a three-year time frame relative to the S&P 500 Pharmaceutical Index, further aligning compensation with performance. Despite Above-Target Results for 2024 Short-Term Incentive Compensation Objectives, Our Compensation Committee Reduced 2024 Short-Term Incentive Program Payouts We achieved above-target results for 2024 under the objectives established in early 2024 under our short-term incentive program. Despite these results, our Board and Compensation Committee exercised negative discretion to reduce payouts to our executive team considering the warning letter and import alert relating to our facility in Indore, India, which was received in late 2024. In addition, in establishing short-term incentive program targets for 2025, the Board set challenging stretch financial performance targets to encourage financial outperformance in 2025. The Board believes that these actions were appropriate to further align management compensation with share price performance and to encourage management to work expeditiously to resolve the issues relating to this facility. Selected Highlights and Recent Developments 2024 was an important year for Viatris and an important inflection point for the Company. The Company achieved several notable accomplishments related to its stated strategic pillars of growth acceleration and shareholder return. Business Strategy The Company laid out three strategic pillars to accelerate growth and shareholder return:

  108. Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based

    | • | Paid down approximately $3.7 billion of debt and achieved its long-term gross leverage target(1), ending the year at 2.9x(2). |

  109. Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based

    Executive Transitions in 2024 Sanjeev Narula, our former Chief Financial Officer, departed from the Company effective March 5, 2024. Mr. Narula received severance benefits based on a termination without cause equal to two times his base salary and target bonus. Mr. Narula also received a pro rata bonus for 2024 and a pro rata portion of his PRSUs granted in 2022 reflecting his period of executive service. Mr. Narula is also eligible to receive a pro rata portion of his PRSUs granted in 2023 based on actual performance at the end of the applicable performance period in 2025. Other, unvested equity awards that Mr. Narula held as of his separation were forfeited. The Company appointed Ms. Mistras to serve as CFO beginning March 1, 2024 and Dr. Le Goff to serve as Chief Commercial Officer beginning April 15, 2024. Executive Compensation Philosophy

  110. Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based

    | The Compensation Committee and Board’s compensation philosophy for 2024 reflects the Company’s performance-based, shareholder-value-focused business model and is intended to help ensure that Viatris continues to attract and retain high-performing executives given the highly competitive market for executive talent. The compensation program has the following key objectives, among others: | | • Attract, Motivate and Retain Highly Skilled Executives. To attract and retain the leaders needed to execute our ambitious goals, we provide market competitive compensation with an emphasis on performance-based, long-term incentives. We designed our compensation program to help ensure that the Company, shareholders, and other stakeholders continue to benefit from the talents of our leadership team and global workforce, while also recruiting new talent on an on-going basis in a highly competitive market for talent. | | • Align with Shareholder Interests. We aligned executive compensation with shareholder interests by linking pay to the Company’s stated strategic priorities, long-term performance, and share price appreciation, including through the use of a relative TSR modifier for PRSUs in our long-term incentive plan and robust share ownership requirements. We believe this linkage helps drive long-term performance and encourages decision making to foster share price appreciation. | | • Drive Company Performance. As described in more detail on pages 44 to 45 and 48 to 52, our 2024 compensation program was designed with metrics carefully linked to our business strategies and financial goals. If the Company does not meet its short- and long-term objectives, executive pay is meaningfully impacted. |

  111. Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based

    | NEO | Base Salary | Target Annual Incentive | Target Long-Term Incentive | 2024 Total Target Compensation(1) | | Scott A. Smith | $1,400,000 | $2,100,000 | $9,800,000 | $13,300,000 | | Doretta Mistras | $825,000 | $825,000 | $3,300,000 | $4,950,000 | | Corinne Le Goff(2) | $875,000 | $875,000 | $3,500,000 | $5,250,000 | | Brian Roman | $825,000 | $825,000 | $2,475,000 | $4,125,000 | | Paul Campbell | $725,000 | $725,000 | $1,812,500 | $3,262,500 |

  112. Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based

    | 1 | 2024 Total Target Compensation equals the sum of base salary, target annual incentive, and target long-term incentive. |

  113. Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based

    | 2 | Dr. Le Goff became Chief Commercial Officer of the Company effective April 15, 2024. The target annual incentive amount listed above for Dr. Le Goff was prorated to reflect the number of days she served as an active employee during 2024 in calculating the payout of the 2024 cash incentive. |

  114. Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based

    Considerations for Setting 2024 Incentive Performance Goals In setting annual and long-term incentive performance goals, the Compensation Committee considered a variety of information, including potential divestitures, industry forecasts, internal projections, demographic data, advice from outside advisors, and the Company’s annual operating plan and strategies. The Compensation Committee also considered the variability and cyclicality of the business, noting that targets may increase or decrease from year-to-year due to factors impacting the business, such as market conditions, the regulatory environment, timing of product approvals, and both immediate and long-term strategic priorities of the business. Although the targets may vary from year-to-year, the Compensation Committee is committed to maintaining high levels of rigor while motivating the executive team and aligning with long-term sustainable business development and shareholder value creation. Consistent with our philosophy of driving long-term Company performance, the Compensation Committee, with the advice of its independent compensation consultant, annually considers potential alternative performance metrics that link to our strategy and align with shareholder interests in long-term value creation. 2024 Peer Group The peer group is used as one of several reference points for determining executive compensation and includes Viatris’ business competitors and companies that Viatris competes with for executive talent. Although the competitive market for our executives is one factor the Compensation Committee considers when making compensation decisions, the Compensation Committee does not target the compensation of NEOs within a specific percentile of any set of peer companies and considers peer group and industry data along with many other factors when determining compensation. Below is the peer group selected by the Compensation Committee for 2024, with the advice of the Compensation Committee’s independent compensation consultant.

  115. Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based

    As noted above, during 2025, the Compensation Committee determined to remove Eli Lilly and Company from our peer group due to its market capitalization and to add Sandoz Pharmaceuticals as a new member of the peer group.

  116. Annual Incentive Compensation Awards for 2024

    Annual Incentive Compensation Awards for 2024 Viatris’ annual incentive compensation consists of performance-based annual cash awards that are subject to achievement of metrics that were identified by the Board and Compensation Committee as critical to the successful execution of Viatris’ business strategy and aligned with the creation of shareholder value. The metrics link the actions and leadership of our executive team to Company performance and shareholder returns, both in the short- and long-term. The Compensation Committee approved annual incentive award grants and corresponding performance targets in the first quarter of 2024. The Compensation Committee identified the following metrics as important measures of Company performance relating to its stated strategy:

  117. Annual Incentive Compensation Awards for 2024

    | • | Adjusted EBITDA (40% Weighting): Measures the Company’s profitability and motivates the organization to focus on commercial execution and driving new product revenue, maintaining efficiency of our operations, capturing synergies, and disciplined expense management. |

  118. Annual Incentive Compensation Awards for 2024

    | • | Free Cash Flow (40% Weighting): Creates organizational emphasis and focus on cash through improved cash flow conversion, optimized working capital, and overall cash generation which can increase the return to shareholders. |

  119. Annual Incentive Compensation Awards for 2024

    | • | Global Regulatory Submissions (20% Weighting): Emphasizes the importance of developing a robust pipeline of molecules that Viatris could manufacture and sell over subsequent years. A robust product pipeline can help Viatris move its products up the value chain and also supports sustainability while serving Viatris’ mission of providing access to high quality, affordable medications. |

  120. Annual Incentive Compensation Awards for 2024

    | | 2025 Proxy Statement | 49 |

  121. Annual Incentive Compensation Awards for 2024

    Individual annual incentive payout targets were established for each active NEO, expressed as a percentage of base salary, as noted in the table below. Actual payouts could range from 0% to 200% of each NEO’s annual incentive target based on achievement of performance goals.

  122. Annual Incentive Compensation Awards for 2024

    | NEO | Target (as % of Base Salary) | Annual Incentive Target | | Scott A Smith | 150% | $2,100,000 | | Doretta Mistras | 100% | $825,000 | | Corinne Le Goff(1) | 100% | $875,000 | | Brian Roman | 100% | $825,000 | | Paul Campbell | 100% | $725,000 |

  123. Annual Incentive Compensation Awards for 2024

    | 1 | The annual incentive target amount listed above for Dr. Le Goff was prorated to reflect the number of days she served as an active employee during 2024 in calculating the payout of the 2024 cash incentive. |

  124. Annual Incentive Compensation Awards for 2024

    For 2025, the Compensation Committee enhanced our annual incentive program by adding a 10% personal performance component to incentivize individual achievements and leadership and establishing significantly stretched financial goals for 2025.

  125. Annual Incentive Compensation Payouts for 2024

    Annual Incentive Compensation Payouts for 2024 In 2024, Viatris achieved the following performance against the Compensation Committee-approved performance goals:

  126. Annual Incentive Compensation Payouts for 2024

    | Metric | Weighting | Threshold | Target | Maximum | Results | | Adjusted EBITDA(1) | 40% | $4,700 million | $4,950 million | $5,200 million | $4,974.5 million | | Free Cash Flow(2) | 40% | $2,200 million | $2,500 million | $2,800 million | $2,923.8 million | | Global Regulatory Submissions | 20% | 100 | 120 | 140 | 140 |

  127. Annual Incentive Compensation Payouts for 2024

    | 1 | Adjusted EBITDA is derived from Viatris’ financial statements in the same manner as Viatris’ publicly reported adjusted EBITDA for 2024, except that the calculation for the 2024 annual incentive program utilized 2024 budgeted foreign exchange rates and further adjusts for all impacts of the Company’s divestitures following their consummation, and acquired in-process research and development (“IPR&D”) costs. Viatris’ adjusted EBITDA as reported for the twelve months ended December 31, 2024 is reconciled to the most directly comparable U.S. GAAP measure in Appendix B. |

  128. Annual Incentive Compensation Payouts for 2024

    | 2 | Free cash flow is derived from Viatris’ audited financial statements in the same manner as Viatris’ publicly reported free cash flow for 2024, except that the calculation for the 2024 annual incentive program utilized 2024 budgeted foreign exchange rates and further adjusts for transaction costs and taxes primarily related to the Company’s divestitures, all impacts of the Company’s divestitures following their consummation, proceeds from the sale of certain property, plant and equipment, and material unplanned litigation gains and losses equal or greater than $25 million in the aggregate. Viatris’ free cash flow as reported for the twelve months ended December 31, 2024 is reconciled to the most directly comparable U.S. GAAP measure in Appendix B. |

  129. Annual Incentive Compensation Payouts for 2024

    The performance metrics set forth above resulted in an achieved performance payout reflecting 163.92% of target. Despite these above-target results, our Board and Compensation Committee exercised negative discretion to reduce payouts in light of the warning letter and import alert relating to our facility in Indore, India, which was received in late 2024. In addition, in establishing short-term incentive program targets for 2025, the Board set challenging stretch financial performance targets to encourage financial outperformance in 2025. The Board believes that these actions were appropriate to further align management compensation with share price performance and to incentivize management to work expeditiously to resolve the issues relating to this facility. The following table shows the 2024 actual incentive payout for each active NEO reflecting reduced payout of 140% of target instead of 163.92% of target.

  130. Annual Incentive Compensation Payouts for 2024

    | NEO | Actual Annual Incentive Award | | Scott A. Smith | $2,940,000 | | Doretta Mistras | $1,155,000 | | Corinne Le Goff(1) | $873,566 | | Brian Roman | $1,155,000 | | Paul Campbell | $1,015,000 |

  131. Annual Incentive Compensation Payouts for 2024

    | 1 | For Dr. Le Goff, payout represents a prorated amount to reflect the number of days she served as an active employee during 2024. |

  132. Annual Incentive Compensation Payouts for 2024

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  133. Annual Incentive Compensation Payouts for 2024

    2024 Long-Term Incentive Compensation Programs

  134. Long-Term Incentive Compensation Grants for 2024

    Long-Term Incentive Compensation Grants for 2024 The Compensation Committee believes that the value of long-term incentives should be directly related to the performance of Viatris’ common stock over several years, as well as other measures associated with the growth, success, and long-term sustainability of Viatris. The Compensation Committee approved annual long-term incentive (“LTI”) award grants in the first quarter of 2024. In 2022, we increased the percentage of performance-based awards (which are subject to a TSR modifier) from 60% to 65%, with 65% of each NEO’s award in the form of PRSUs and 35% in the form of RSUs and we continued this practice in 2024. This increase in the allocation to PRSUs reflects a further reinforcement of our pay-for-performance philosophy and our robust shareholder engagement. RSUs vest ratably over a three-year period following the grant date, and PRSUs vest as described below. This mix of LTI awards provides NEOs with a combination of incentives and aligns them with the interests of shareholders. Each NEO’s 2024 LTI award had a targeted value at grant equal to a percentage of the NEO’s base salary. In setting each NEO’s LTI targeted value, the Compensation Committee considered a variety of factors, including, among others, peer group compensation and expectations regarding individual roles and responsibilities. For 2024, the Compensation Committee approved the following annual LTI award values for our active NEOs:

  135. Long-Term Incentive Compensation Grants for 2024

    | NEO | PRSUs | RSUs | Total LTI Award | | Scott A. Smith(1) | $6,370,000 | $3,430,000 | $9,800,000 | | Doretta Mistras | $2,145,000 | $1,155,000 | $3,300,000 | | Corinne Le Goff | $2,275,000 | $1,225,000 | $3,500,000 | | Brian Roman | $1,608,750 | $866,250 | $2,475,000 | | Paul Campbell | $1,178,125 | $634,375 | $1,812,500 |

  136. Long-Term Incentive Compensation Grants for 2024

    | 1 | In 2024, Mr. Smith's annual LTI award as a percentage of annual base salary was reduced from 800% to 700% pursuant to the terms of his offer letter. |

  137. 2024 Three-Year PRSU Performance Metrics

    2024 Three-Year PRSU Performance Metrics The 2024 grant of PRSUs is subject to free cash flow performance and TSR performance relative to the S&P 500 Pharmaceutical Index, which is used as a modifier to determine the final payout percentage, as described below. The free cash flow metric incentivizes effective use of Viatris’ capital to drive cash flow generation, encouraging behavior that is closely aligned with our efforts to drive a durable and sustainable business. In addition, the relative TSR modifier impacts executive pay based on Viatris’ performance as compared to industry competitors. As shown in the table below, payouts under the 2024 PRSUs will be determined in two steps. First, in the first quarter of 2027, the outcome of the free cash flow metric will be assessed, resulting in an initial payout percentage of 50% for threshold performance (with 0% payout for below threshold performance) up to 150% for maximum performance, with linear interpolation for achievement between threshold and maximum. Second, the relative TSR metric will be applied as a modifier to the initial payout percentage with the effect of decreasing it by 30%, leaving it unaffected, or increasing it by 30%.

  138. 2024 Three-Year PRSU Performance Metrics

    | Metric | Weighting | Threshold | Target | Maximum | | Free Cash Flow(1) | 100% | $6,200 million | $7,200 million | $8,200 million | | Relative TSR of Peer Group(2) | Multiplier | At or Below 25th Percentile of Peer Group | Between 25th and 75th Percentiles of Peer Group | At or Above 75th Percentile of Peer Group | | Payout Opportunity (as % of Target) | | 35% | 100% | 195% |

  139. 2024 Three-Year PRSU Performance Metrics

    | 1 | Free cash flow is derived from Viatris’ audited financial statements in the same manner as the calculation for Viatris’ 2024 annual incentive program, except that the calculation for the 2024 PRSUs further adjusts for any of the following, as applicable: material changes in tax laws, unbudgeted restructuring costs and unbudgeted R&D expense. Free cash flow for the 2024 PRSUs will be the sum of such free cash flow measure for each of the years ended December 31, 2024, 2025 and 2026 and will utilize budgeted foreign exchange rates for the relevant year. Viatris’ free cash flow as reported for the twelve months ended December 31, 2024 is reconciled to the most directly comparable U.S. GAAP measure in Appendix B. |

  140. 2024 Three-Year PRSU Performance Metrics

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  141. 2024 Three-Year PRSU Performance Metrics

    | 2 | Relative TSR is calculated by comparing the difference between Viatris’ 30-day trailing average closing ordinary share price at the day before the beginning of the performance period and day before the end of the performance period plus any dividends paid during the performance period against the same metric for each company in the S&P 500 Pharmaceutical Index. |

  142. 2024 Three-Year PRSU Performance Metrics

    Payouts with respect to PRSUs granted in 2024 will be determined in early 2027 following the conclusion of the three-year performance cycle.

  143. 2022-2024 Three-Year PRSU Performance Metric Results

    | Metric | Weighting | Threshold | Target | Maximum | Results | | Free Cash Flow(1) | 100% | $6,900 million | $7,900 million | $8,900 million | $9,495 million | | Relative TSR of Peer Group(2) | Multiplier | At or Below 25th Percentile of Peer Group | Between 25th and 75th Percentiles of Peer Group | At or Above 75th Percentile of Peer Group | 67th Percentile | | Payout Opportunity (as % of Target) | | 35% | 100% | 195% | |

  144. 2022-2024 Three-Year PRSU Performance Metric Results

    | 2 | Relative TSR is calculated by comparing the difference between Viatris’ 30-day trailing average closing ordinary share price at the day before the beginning of the performance period and day before the end of the performance period plus any dividends paid during the performance period against the same metric for each company in the S&P 500 Pharmaceutical Index. |

  145. 2022-2024 Three-Year PRSU Performance Metric Results

    | What We Do | | | | Maintain a significant portion of compensation aligned with shareholder interests and tied to share price or financial and operational business performance. | | | Employ metrics for annual and long-term incentives that support both short- and long-term strategies and align with shareholder interests, including a non-financial metric in the annual program tied to important product development initiatives. | | | Base long-term incentives heavily on performance-based metrics and short-term incentives entirely on performance-based metrics. | | | Set rigorous and measurable performance goals and periodically review and discuss our executives’ performance. | | | Use double-trigger vesting for annual long-term incentive awards upon a change in control. | | | Retain independent compensation consultants that report directly to the Compensation Committee. | | | Maintain strong share ownership guidelines. | | | Maintain a robust clawback policy. | | | Engage with shareholders on compensation and governance matters. | | | Consider peer groups and market data in determining compensation. | | | Annual Say-on-Pay vote. |

  146. 2022-2024 Three-Year PRSU Performance Metric Results

    | What We Don’t Do | | | | New fixed-term NEO employment agreements. | | | Excise tax gross-ups. | | | Supplemental retirement agreements. | | | Exercise positive discretion in determining annual incentive compensation or LTI payouts. | | | Re-pricing of stock options without shareholder approval. | | | Hedging or pledging of shares. | | | New cash-based retention awards for NEOs without performance vesting conditions except in extraordinary situations or in connection with new hires. |

  147. 2022-2024 Three-Year PRSU Performance Metric Results

    In addition to the NEOs, the Viatris share ownership policy covers the most senior employees at Viatris to promote an ownership culture and further align the interests of those leaders with those of shareholders. Each covered employee has five years from the date they became subject to the policy to achieve the minimum ownership requirement. Common stock actually owned by the covered employee (including shares of common stock held by the covered employee in the Restoration Plan), as well as restricted shares and unvested RSUs (including corresponding “DEUs”) count toward compliance with these requirements. The Company believes that this approach is appropriate given the robust requirements set and the fact that the realized value of vested awards has been less than grant date values in the past. All NEOs meet these share ownership requirements or are expected to meet them by the applicable date. As noted above, during 2025, our Compensation Committee strengthened our required executive share ownership guidelines by no longer counting unvested PRSUs and corresponding dividend equivalent units toward ownership thresholds. Clawback Policy The Board has approved a clawback policy relating to incentive compensation programs. The policy provides that Viatris may take action to recoup annual incentive compensation and equity-based incentive compensation gains resulting from specified misconduct.

  148. 2022-2024 Three-Year PRSU Performance Metric Results

    The policy also provides that Viatris may take action to recoup some or all bonus and equity incentive compensation in the event of executive misconduct involving material violations of law or Viatris policy as well as failure to manage or monitor another individual who committed such misconduct, and that the Board or a designated Board committee will disclose the circumstances of any recoupment relating to such misconduct if required by law or regulation or if it determines that disclosure is in the best interests of Viatris and its shareholders. In addition, Viatris has a number of other policies in effect that govern our executive team’s behavior and that set out clear ethical expectations. Those policies, including our Code of Business Conduct and Ethics, empower Viatris to take a full range of disciplinary responses for any violations, and the Board and the Compensation Committee are not otherwise constrained from seeking to clawback from or deny compensation to any member of the executive team in response to any breach of duties or ethics. The Board considers additional updates to the clawback policy from time to time. In the fourth quarter of 2023, we also adopted a clawback policy as required by the final Dodd-Frank rules and exchange listing standards. Our policy requires recoupment of excess compensation paid to our executive officers if amounts are based on material noncompliance with any financial reporting requirement that causes an accounting restatement, without regard to any fault or misconduct. Anti-Hedging and Anti-Pledging Policy Viatris has a securities trading policy that prohibits Directors and “officers” (as defined in Rule 16a-1(f) of the Exchange Act) (“Section 16 Officers”) and their respective designees from trading in hedging instruments or otherwise engaging in any transaction that limits or eliminates, or is designed to limit or eliminate, economic risks associated with the ownership of our securities. Hedging instruments are defined as any prepaid variable forward contracts, equity swaps, collars, exchange funds, insurance contracts, short sales, options, puts, calls, or other instruments that hedge or offset, or are designed to hedge or offset, movements in the market value of our securities. For purposes of this policy, our securities include shares and options to purchase shares, and any other type of securities that we may issue, including but not limited to, preferred shares, notes, debentures, and warrants issued by Viatris or any parent, subsidiary, or subsidiary of any parent of Viatris, as well as any derivative financial instruments pertaining to such securities, whether or not issued by the Company, such as options and forward contracts. The policy also prohibits Directors and Section 16 Officers and their respective designees from entering into any transaction that involves the holding of our securities in a margin account (other than the “cashless exercise” of stock options) or the pledging of our securities as collateral for loans. The Compensation Committee may approve exceptions to the prohibition on the use of margin accounts or pledging or securities if, among other factors, the Director or Section 16 Officer demonstrates, in advance, that he or she has the continuing financial capacity to repay any underlying loan or potential margin call without resorting to our securities held in such margin account or our pledged securities and is not in possession of any material information about the Company that has not been made widely available to the investing public. Consideration of Risk in Company Compensation Policies The Compensation Committee has considered risk management in determining compensation policies and believes that our programs are designed appropriately to encourage outstanding, consistent, sustainable business performance over extended periods of time. Management and the Compensation Committee have considered and discussed the risks inherent in our business and the design of our compensation plans, policies, and programs that are intended to drive the achievement of our long-term business objectives while avoiding excessive short-term risk-taking. In addition, we utilize a mix of objective performance measures, so that undue emphasis is not placed on one particular measure, and we employ different types of compensation to provide value over the short-, medium-, and long-term. These performance measures are reevaluated annually in light of the evolving risk environment facing our business. When making compensation decisions, we also consider qualitative factors to avoid the consequences that an overly formulaic approach may have on excessive risk-taking by management. At least annually, the Compensation Committee also receives and discusses a report from Meridian Compensation Partners, LLC (“Meridian”), its independent compensation consultant, on risk management in connection with the Company’s compensation program.

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    The Compensation Committee believes that our compensation policies and practices do not encourage excessive risk and are not reasonably likely to have a material adverse effect on the Company. Role of the Compensation Committee The Compensation Committee is comprised solely of independent Directors and oversees the design and implementation of our executive compensation programs. The Compensation Committee reviews and evaluates the performance of our NEOs and determines their compensation and objectives, or, in the case of our CEO, recommends compensation and objectives to the independent, non-executive members of the Board. The Compensation Committee monitors compensation trends and developments periodically and undertakes a comprehensive assessment of our compensation programs at least annually. In fulfilling these responsibilities, the Compensation Committee utilizes the support of independent compensation consulting firms, independent outside counsel, and an internal executive compensation team. The Compensation Committee has retained Meridian to provide advice and information regarding the design and implementation of Viatris’ executive compensation programs. Meridian also provided information to the Compensation Committee regarding regulatory and other technical developments that may be relevant to our executive compensation programs. In addition, Meridian provided the Compensation Committee with competitive market information, analyses and trends on executive base salary, annual incentives, long-term incentives, benefits and perquisites. The Compensation Committee also receives advice from outside counsel including, but not limited to, Cravath, Swaine & Moore LLP. The Compensation Committee performs an annual review of the independence of its outside advisors, consistent with NASDAQ requirements and the Compensation Committee charter. Tax Deduction Cap on Executive Compensation Section 162(m) of the Code restricts the deductibility for U.S. federal income tax purposes of the compensation paid to the CEO, CFO, each of the other NEOs who was an executive officer at the end of the applicable fiscal year, and certain other executives to the extent that such compensation for such executive exceeds $1 million. As a result, except to the extent provided in limited transition relief, compensation over $1 million paid to any NEO is no longer deductible under Section 162(m) of the Code. The Board and the Compensation Committee reserve the right to provide compensation to our executives that is not deductible, including, but not limited to, when necessary to comply with contractual commitments, or to maintain the flexibility needed to attract talent, promote retention, or recognize and reward desired performance. Insider Trading Policies and Procedures We have adopted a Global Insider Trading Policy and Insider Trading Policy Additional Procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, as well as by Viatris itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. Equity Award Grant Practices Our longstanding historical practice is to grant awards in the first quarter of each year, following the release of prior year’s financial results. We do not take material nonpublic information into account when determining the timing or terms of awards, and do not currently grant stock options or stock appreciation rights.

  150. 2022-2024 Three-Year PRSU Performance Metric Results

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Scott A. Smith Chief Executive Officer | 2024 | 1,400,000 | — | 9,800,021 | — | 2,940,000 | — | 619,358 | 14,759,379 | | | 2023 | 1,023,077 | — | 11,200,008 | — | 2,884,494 | — | 822,830 | 15,930,409 | | Doretta Mistras Chief Financial Officer | 2024 | 809,135 | 500,000 | 3,800,019 | — | 1,155,000 | — | 109,538 | 6,373,692 | | Corinne Le Goff Chief Commercial Officer | 2024 | 605,769 | — | 4,375,019 | — | 873,566 | — | 61,040 | 5,915,394 | | Paul Campbell Chief Accounting Officer and Corporate Controller | 2024 | 715,385 | 1,750,000 | 1,812,507 | — | 1,015,000 | — | 222,398 | 5,515,290 | | Brian Roman Chief Legal Officer | 2024 | 824,520 | — | 2,475,004 | — | 1,155,000 | — | 234,780 | 4,689,304 | | | 2023 | 790,385 | — | 1,600,015 | — | 1,458,480 | — | 263,253 | 4,112,133 | | Sanjeev Narula Former Chief Financial Officer | 2024 | 185,000 | — | 681,821 | — | 229,986 | — | 4,152,344 | 5,249,151 | | | 2023 | 923,558 | — | 3,700,013 | — | 1,686,368 | — | 470,303 | 6,780,242 | | | 2022 | 840,385 | — | 3,400,006 | — | 1,586,355 | — | 281,660 | 6,108,406 |

  151. 2022-2024 Three-Year PRSU Performance Metric Results

    | Year | Summary Compensation Table Total for PEO 1(1) ($) | Summary Compensation Table Total for PEO 2(1) ($) | Compensation Actually Paid to PEO 1(1)(2)(3) ($) | Compensation Actually Paid to PEO 2(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on TSR(4) ($) | Peer Group TSR(5) ($) | Net Income(6)(7) ($ millions) | Free Cash Flow(7)(8) ($ millions) | | 2024 | — | 14,759,379 | — | 17,786,772 | 5,548,566 | 5,445,568 | 92.55 | 152.31 | (634) | 1,977(9) | | 2023 | 9,843,710 | 15,930,409 | (4,915,598) | 17,793,731 | 14,262,640 | 17,504,759 | 77.34 | 141.08 | 55 | 2,523(9) | | 2022 | 14,771,270 | — | 14,343,391 | — | 14,937,678 | 13,714,272 | 75.78 | 141.10 | 2,079 | 2,593(9) | | 2021 | 14,779,570 | — | 13,637,943 | — | 10,468,732 | 5,996,167 | 88.40 | 130.85 | (1,269) | 2,560 | | 2020 | 5,472,905 | — | 6,397,981 | — | 13,208,230 | 13,982,122 | 119.67 | 104.70 | (670) | 989 |

  152. 2022-2024 Three-Year PRSU Performance Metric Results

    | 2 | The amounts shown for compensation actually paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |