DEF 14A of Viatris Inc
Filed Apr 2, 2026 · FY20250001140361-26-013002
Our Board Structure
| Name | Fees Earned or Paid in Cash ($) | RSUs ($)(4) | All Other Compensation ($)(5) | Total ($) | | W. Don Cornwell | 150,000 | 225,007 | 20,000 | 395,007 | | Frank D'Amelio(1) | 149,926 | 225,004 | — | 374,930 | | JoEllen Lyons Dillon(1) | 250,000 | 225,007 | — | 475,007 | | Elisha Finney | 150,000 | 225,007 | 20,000 | 395,007 | | Leo Groothuis(2) | 175,000 | 225,007 | — | 400,007 | | Melina Higgins(1) | 475,000 | 225,007 | 20,000 | 720,007 | | James M. Kilts(1) | 200,000 | 225,007 | 20,000 | 445,007 | | Harry Korman(3) | 175,000 | 225,007 | — | 400,007 | | Rajiv Malik(1)(3) | 225,000 | 225,007 | 30,317 | 480,324 | | Richard Mark | 200,000 | 225,007 | 20,000 | 445,007 | | Mark Parrish(1) | 300,000 | 225,007 | — | 525,007 | | Michael Severino, M.D. | 99,926 | 225,004 | — | 324,930 | | David Simmons | 60,734 | 225,005 | — | 285,739 | | Rogério Vivaldi Coelho, M.D. | 150,000 | 225,007 | — | 375,007 |
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 |
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(1), Free Cash Flow(1) 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(1) 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. | | Revised Compensation Peer Group | • Eli Lilly was eliminated from the peer group due to its significantly greater market capitalization. Sandoz was added to the peer group. | | Amended Share Ownership Requirements Policy for our NEOs | • The Compensation Committee amended the policy for our NEOs to exclude unearned PRSUs (including associated DEUs) from ownership calculations, thereby making our ownership requirements more robust. |
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 approach 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 2025, 61% of NEO total target compensation was performance-based and 68% of NEO total target compensation was delivered as long-term equity. 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 and shareholder returns.
Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based
| 1 | See Appendix B for a description of how Adjusted EBITDA and Free Cash Flow under the annual incentive plan were calculated for 2024. See footnote 1 on page 53 for a description of how Adjusted EBITDA under the annual incentive plan was calculated for 2025. |
Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based
Selected Highlights and Recent Developments 2025 was an important year for Viatris, and the Company achieved several notable accomplishments related to its stated priorities. Delivered on 2025 Strategic Priorities Executive Transitions The Company appointed Mr. Enrietti to serve as Chief Administrative and Transformation Officer commencing on August 15, 2025 and Mr. Maletta to serve as Chief Legal Officer commencing on February 9, 2026. Brian Roman, our former Chief Legal Officer, departed from the Company effective as of April 1, 2026. Mr. Roman's departure was considered a termination without cause and he received severance benefits consistent with Viatris' severance policies. Mr. Roman received severance benefits in connection with his transition equal to his base salary and target bonus, subject to a release of claims and other customary conditions. Mr. Roman will receive a pro rata bonus for 2026 reflecting his period of executive service. Unvested equity awards that Mr. Roman held as of his separation were forfeited, unless otherwise provided in the applicable award agreements such as eligibility to receive a pro rata portion of his PRSUs granted in 2024 and 2025 based on actual performance at the end of the applicable performance period.
Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based
| The Compensation Committee and Board’s compensation philosophy for 2025 reflects the Company’s performance-based, shareholder-value-focused business model and is intended to help Viatris continue 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 so 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 executive 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 48 to 55, our 2025 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. |
Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based
| NEO | Base Salary | Target Annual Incentive | Target Long-Term Incentive | 2025 Total Target Compensation(1) | | Scott A. Smith | $1,450,000 | $2,175,000 | $10,150,000 | $13,775,000 | | Doretta Mistras | $850,000 | $850,000 | $3,400,000 | $5,100,000 | | Corinne Le Goff | $900,000 | $900,000 | $3,600,000 | $5,400,000 | | Brian Roman | $850,000 | $850,000 | $2,550,000 | $4,250,000 | | Andrew Enrietti | $800,000 | $800,000 | $2,400,000 | $4,000,000 |
Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based
| 1 | 2025 Total Target Compensation equals the sum of base salary, target annual incentive, and target long-term incentive. |
Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based
Targets for Adjusted EBITDA and free cash flow were lower in 2025 than in 2024 based on expectations regarding business performance year over year consistent with the Company’s 2025 guidance which was impacted by the events at the Indore, India facility. The Committee addressed these events by exercising negative discretion to reduce the 2024 annual incentive payout. This negative discretion was exercised due to the unique timing and the resulting impact of the import alert related to the Indore facility on the Company’s 2025 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%. In addition, 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. 2025 Peer Group The peer group is used as one of several reference points for determining executive compensation and includes Viatris’ business competitors and companies with which Viatris competes 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. During 2025, with the advice of the Compensation Committee’s independent compensation consultant, the Compensation Committee removed Eli Lilly and Company from our peer group due to its market capitalization and added Sandoz as a new member of the peer group.
Annual Incentive Compensation Awards for 2025
Annual Incentive Compensation Awards for 2025 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 2025. The Compensation Committee identified the following metrics as important measures of Company performance relating to its stated strategy:
Annual Incentive Compensation Awards for 2025
| • | Adjusted EBITDA(1) (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. |
Annual Incentive Compensation Awards for 2025
| • | Free Cash Flow(1) (40% Weighting): Creates organizational emphasis and focus on cash through improved cash flow conversion, optimized working capital, and overall cash generation which can increase shareholder returns. |
Annual Incentive Compensation Awards for 2025
| • | Global Regulatory Submissions (10% 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. |
Annual Incentive Compensation Awards for 2025
| • | Personal Goals (10% Weighting): The Compensation Committee established shared performance goals that focused on Indore remediation, strategic review and talent along with individual goals that addressed each NEO’s global functional objectives for the year. |
Annual Incentive Compensation Awards for 2025
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.
Annual Incentive Compensation Awards for 2025
| NEO | Target (as % of Base Salary) | Annual Incentive Target | | Scott A. Smith | 150% | $2,175,000 | | Doretta Mistras | 100% | $850,000 | | Corinne Le Goff | 100% | $900,000 | | Brian Roman | 100% | $850,000 | | Andrew Enrietti | 100% | $800,000 |
Annual Incentive Compensation Awards for 2025
| 1 | See footnotes 1 and 2 on page 53 for a description of how Adjusted EBITDA and Free Cash Flow under the annual incentive plan were calculated for 2025. |
Annual Incentive Compensation Awards for 2025
| 52 | 2026 Proxy Statement | |
Annual Incentive Compensation Payouts for 2025
Annual Incentive Compensation Payouts for 2025 In 2025, Viatris achieved the following performance against the Compensation Committee-approved performance goals:
Annual Incentive Compensation Payouts for 2025
| Metric | Weighting | Threshold | Target | Maximum | Results | | Adjusted EBITDA(1) | 40% | $3,800 million | $4,050 million | $4,455 million | $4,066 million | | Free Cash Flow(2) | 40% | $1,700 million | $2,000 million | $2,300 million | $2,219 million | | Global Regulatory Submissions | 10% | 70 | 95 | 120 | 110 |
Annual Incentive Compensation Payouts for 2025
| 1 | Adjusted EBITDA is derived from Viatris’ financial statements in the same manner as Viatris’ publicly reported adjusted EBITDA for 2025, except that the calculation for the 2025 annual incentive program utilized 2025 budgeted foreign exchange rates and further adjusts for acquired in-process research and development costs. Viatris’ adjusted EBITDA as reported for the twelve months ended December 31, 2025 is reconciled to the most directly comparable U.S. GAAP measure in Appendix B. |
Annual Incentive Compensation Payouts for 2025
| 2 | Free cash flow is derived from Viatris’ audited financial statements in the same manner as Viatris’ publicly reported free cash flow for 2025, except that the calculation for the 2025 annual incentive program utilized 2025 budgeted foreign exchange rates and further adjusts for transaction costs and taxes primarily related to the Company’s acquisitions and divestitures, and proceeds from the sale of certain property, plant and equipment and other assets. Viatris’ free cash flow as reported for the twelve months ended December 31, 2025 is reconciled to the most directly comparable U.S. GAAP measure in Appendix B. |
Annual Incentive Compensation Payouts for 2025
The performance metrics set forth above, which applied to 90% of the weighting for the overall target, resulted in an achieved operational performance payout reflecting 126.72% of the overall target. The remaining 10% of the total target annual incentive compensation payout for 2025 was determined by the Compensation Committee's assessment of each NEO's performance with respect to his or her individual goals that were previously approved by the Committee. This metric functioned as follows: (i) if individual goals were not achieved, this metric would result in no payout with respect to 10% of total target annual incentive compensation; (ii) if individual goals were achieved, the metric would result in 100% payout of the 10% of total target annual incentive compensation; and (iii) if the individual goals were exceeded, the metric would result in between 100% and 200% payout of the 10% of total target annual incentive compensation. Each NEO's individual goals were tailored to his or her specific role, but goals related to actions necessary to, among other things, continue the success of the base business, support new product launches, drive organizational efficiency, and execute on the Company's strategic priorities. The Compensation Committee determined that each NEO achieved his or her individual goals at target level, resulting in a 100% payout with respect to this 10% of the annual performance incentive, which was less than the 126.72% of target that applied to the operational component. The following table shows the 2025 actual incentive payout for each active NEO reflecting a total payout of 136.72% of target.
Annual Incentive Compensation Payouts for 2025
| NEO | Actual Annual Incentive Award | | Scott A. Smith | $2,973,660 | | Doretta Mistras | $1,162,120 | | Corinne Le Goff | $1,230,480 | | Brian Roman | $1,162,120 | | Andrew Enrietti | $1,093,760 |
Annual Incentive Compensation Payouts for 2025
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 the Indore facility. 2025 Long-Term Incentive Compensation Programs
Long-Term Incentive Compensation Grants for 2025
Long-Term Incentive Compensation Grants for 2025 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 2025.
Long-Term Incentive Compensation Grants for 2025
| | 2026 Proxy Statement | 53 |
Long-Term Incentive Compensation Grants for 2025
We deliver 65% of targeted long-term incentive value in the form of performance-based awards (which are subject to a TSR modifier) and 35% in the form of RSUs. The majority allocation of PRSUs reflects a 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 2025 LTI award had a targeted value at grant equal to a percentage, which remained unchanged in 2025, 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 2025, the Compensation Committee approved the following annual LTI award values for our NEOs:
Long-Term Incentive Compensation Grants for 2025
| NEO | PRSUs | RSUs | Total LTI Award | | Scott A. Smith | $6,597,500 | $3,552,500 | $10,150,000 | | Doretta Mistras | $2,210,000 | $1,190,000 | $3,400,000 | | Corinne Le Goff | $2,340,000 | $1,260,000 | $3,600,000 | | Brian Roman | $1,657,500 | $892,500 | $2,550,000 | | Andrew Enrietti(1) | $1,015,625 | $1,346,875 | $2,362,500 |
Long-Term Incentive Compensation Grants for 2025
| 1 | Mr. Enrietti received a one-time LTI award in the form of RSUs at the time of his transition to the Chief Administrative and Transformation Officer role. His future LTI will be delivered 65% in the form of performance-based awards and 35% in the form of RSUs consistent with the other NEOs. |
2025 Three-Year PRSU Performance Metrics
2025 Three-Year PRSU Performance Metrics The 2025 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 2025 PRSUs will be determined in two steps. First, in the first quarter 2028, 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%.
2025 Three-Year PRSU Performance Metrics
| Metric | Weighting | Threshold | Target | Maximum | | Free Cash Flow(1) | 100% | $5,500 million | $6,500 million | $7,500 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% |
2025 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’ 2025 annual incentive program, except that the calculation for the 2025 PRSUs further adjusts for any of the following, as applicable: material unplanned litigation gains and losses equal or greater than $25 million in the aggregate, material changes in tax laws, unbudgeted restructuring costs, increased R&D expense with respect to M&A activities, and material acquisition costs. Free cash flow for the 2025 PRSUs will be the sum of such free cash flow measure for each of the years ended December 31, 2025, 2026 and 2027 and will utilize budgeted foreign exchange rates for the relevant year. Viatris’ free cash flow as reported for the twelve months ended December 31, 2025 is reconciled to the most directly comparable U.S. GAAP measure in Appendix B. |
2025 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. |
2025 Three-Year PRSU Performance Metrics
Payouts with respect to PRSUs granted in 2025 will be determined in early 2028 following the conclusion of the three-year performance cycle.
2025 Three-Year PRSU Performance Metrics
| 54 | 2026 Proxy Statement | |
2023-2025 Three-Year PRSU Performance Metric Results
| Metric | Weighting | Threshold | Target | Maximum | Results | | Free Cash Flow(1) | 100% | $6,000 million | $7,000 million | $8,000 million | $8,794 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 | 72nd Percentile | | Payout Opportunity (as % of Target) | | 35% | 100% | 195% | 150% |
2023-2025 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. |
2023-2025 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, which excludes counting unvested performance shares and corresponding dividend equivalent units toward ownership thresholds. | | | 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. |
2023-2025 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. |
2023-2025 Three-Year PRSU Performance Metric Results
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, subject to applicable law, 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 2023, we also adopted a clawback policy as required by the final Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) rules and NASDAQ 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 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. 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.
2023-2025 Three-Year PRSU Performance Metric Results
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. As set forth in its charter, the Compensation Committee may, in its discretion, delegate any of its responsibilities to one or more subcommittees of one or more Directors who are members of the Compensation Committee, provided, that such delegation is permissible under applicable laws. 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 $1 million paid to any NEO is no longer deductible under Section 162(m) of the Code. The Board and the Compensation Committee reserve the right to provide compensation to our executives that is not deductible, including, but not limited to, when necessary to comply with contractual commitments, or to maintain the flexibility needed to attract talent, promote retention, or recognize and reward desired performance. Insider Trading Policies and Procedures We have adopted a Global Insider Trading Policy and Insider Trading Policy Additional Procedures governing the purchase, sale, and/or other dispositions of our securities by our Directors, officers, and employees, as well as by Viatris itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. Equity Award Grant Practices Our long-standing historical practice is to grant awards in the first quarter of each year, following the release of prior year’s financial results. We do not take material nonpublic information into account when determining the timing or terms of awards, and do not currently grant stock options or stock appreciation rights.
2023-2025 Three-Year PRSU Performance Metric Results
| Name and Principal Position | Fiscal Year | Salary ($)(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 ($) | | Scott A. Smith Chief Executive Officer | 2025 | 1,448,654 | — | 10,150,013 | — | 2,973,660 | — | 701,004 | 15,273,331 | | | 2024 | 1,400,000 | — | 9,800,021 | — | 2,940,000 | — | 619,358 | 14,759,379 | | | 2023 | 1,023,077 | — | 11,200,008 | — | 2,884,494 | — | 822,830 | 15,930,409 | | Doretta Mistras Chief Financial Officer | 2025 | 849,327 | — | 3,400,006 | — | 1,162,120 | — | 181,815 | 5,593,268 | | | 2024 | 809,135 | 500,000 | 3,800,019 | — | 1,155,000 | — | 109,538 | 6,373,692 | | Corinne Le Goff Chief Commercial Officer | 2025 | 899,327 | — | 3,600,011 | — | 1,230,480 | — | 205,080 | 5,934,898 | | | 2024 | 605,769 | — | 4,375,019 | — | 873,566 | — | 61,040 | 5,915,394 | | Brian Roman Former Chief Legal Officer | 2025 | 849,327 | — | 2,550,011 | — | 1,162,120 | — | 219,309 | 4,780,767 | | | 2024 | 824,520 | — | 2,475,004 | — | 1,155,000 | — | 234,780 | 4,689,304 | | | 2023 | 790,385 | — | 1,600,015 | — | 1,458,480 | — | 263,253 | 4,112,133 | | Andrew Enrietti Chief Administrative and Transformation Officer | 2025 | 684,904 | — | 2,362,517 | — | 1,093,760 | — | 161,881 | 4,303,062 |
2023-2025 Three-Year PRSU Performance Metric Results
| Year (a) | Summary Compensation Table Total for PEO 1(1) ($) (b) | Summary Compensation Table Total for PEO 2(1) ($) (b) | Compensation Actually Paid to PEO 1(1)(2)(3) ($) (c) | Compensation Actually Paid to PEO 2(1)(2)(3) ($) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) (e) | Value of Initial Fixed $100 Investment based on TSR(4) ($) (f) | Peer Group TSR(5) ($) (g) | Net Income(6)(7) ($ millions) ($) (h) | Free Cash Flow(7)(8) ($ millions) (i) | | 2025 | — | 15,273,331 | — | 24,703,538 | 5,152,999 | 6,571,618 | 81.26 | 185.97 | (3,515) | 1,937 | | 2024 | — | 14,759,379 | — | 17,786,772 | 5,548,566 | 5,445,568 | 77.34 | 145.47 | (634) | 1,977 | | 2023 | 9,843,710 | 15,930,409 | (4,915,598) | 17,793,731 | 14,262,640 | 17,504,759 | 64.63 | 134.75 | 55 | 2,523 | | 2022 | 14,771,270 | — | 14,343,391 | — | 14,937,678 | 13,714,272 | 63.32 | 134.76 | 2,079 | 2,593 | | 2021 | 14,779,570 | — | 13,637,943 | — | 10,468,732 | 5,996,167 | 73.87 | 124.98 | (1,269) | 2,560 |
2023-2025 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. |