DEF 14A of Viatris Inc, Oct 25, 2024

DEF 14A of Viatris Inc

Filed Oct 25, 2024 · FY20230001193125-24-244173

Open on EDGAR

  1. Directors Nominated for Election at the 2024 Annual Meeting

    | Director since 2020 Age: 76* Board Committees: • Audit • Compliance and Risk Oversight Independent Director | 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, Global Business, Finance, Accounting and Capital Markets, 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 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 • 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 • Pfizer (NYSE: PFE) (1997 - the closing of the Combination in 2020), Director and most recently Chair of the Regulatory and Compliance Committee and member of the Governance and Sustainability Committee Other Organizations: • Board of Trustees, Big Brothers Big Sisters of New York City • Vice Chairman 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 • Advisory, Orca Biosystems, Inc., a private biotechnology company developing high-precision cell therapies for the treatment of cancer and autoimmune diseases * 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 and his knowledge and familiarity with the legacy Upjohn Business. |

  2. Directors Nominated for Election at the 2024 Annual Meeting

    | Director since 2020 Age: 61 Board Committees: • Audit • Compensation • Executive • Governance and Sustainability (Chair) Independent Director | 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 mergers and acquisitions (“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 including oversight of DEI, 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 • Completed certification “Board Governance: Navigating Emerging Technologies and Future Frontiers” at Cornell University • CSR Experience obtained through her legal and regulatory background, in addition to ongoing education programs 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: • Board of Directors, S.K. Rockwell Conservation Fund, a non-profit corporation established with the principal concept to preserve and enhance environmental resources |

  3. Directors Nominated for Election at the 2024 Annual Meeting

    | Director since 2022 Age: 63 Board Committees: • Audit* • Finance Independent Director | 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, Healthcare Industry, Human Capital Management, Finance, Accounting and Capital Markets, 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 Committees 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 * The Board had, in accordance with its Corporate Governance Principles, previously approved Ms. Finney’s concurrent service on the Audit Committee and the audit committees of more than two other public companies and determined that such service did not impair her ability to effectively serve on the Audit Committee. |

  4. Directors Nominated for Election at the 2024 Annual Meeting

    | Director since 2023 Age: 52 Board Committees: • Compliance and Risk Oversight • Executive • Governance and Sustainability Independent Director | 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 • CSR Experience obtained through his active involvement in the development and execution of HAL Investments’ environmental, social and governance strategy Other Organizations: • Director, Stichting Continuiteit IHC and B.V. Finance Continuiteit IHC, Dutch foundations that together are the sole shareholders of Royal IHC, a private international shipbuilding company |

  5. Directors Nominated for Election at the 2024 Annual Meeting

    | Director since 2020 Age: 57 Board Committees: • Executive (Chair) • Finance (Chair) Chair of the Board and Independent Director | 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 |

  6. Directors Nominated for Election at the 2024 Annual Meeting

    | Director since 2020 Age: 76* Board Committees: • Compensation • Finance Independent Director | 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 Inc. (NYSE: PFE) (2007 - the closing of the Combination in 2020), Director and most recently member of 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) non-executive Director (2006 - 2017) and Chairman (2011 - 2013) • Nielsen Company B.V. (2009 - 2014), Chairman • MeadWestvaco Corporation (2006 - 2014), Director * 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 and his knowledge and familiarity with the legacy Upjohn business. |

  7. Directors Nominated for Election at the 2024 Annual Meeting

    | Director since 2020 Age: 67 Board Committees: • Compensation (Chair) • Compliance and Risk Oversight • Governance and Sustainability Independent Director | Harry Korman • Held senior executive roles of increasing responsibility, including Global Chief Operating Officer (2012 - 2014, after which he served as a consultant (2014 - 2015)), President, North America (2007 - 2012), President, Mylan Pharmaceuticals Inc. (2005 - 2009); joined in 1996 after the company’s acquisition of UDL Laboratories, Inc. (n/k/a Mylan Institutional Inc.), Mylan Inc. Key Skills and Experience: • Public Company Management, Corporate Governance/CSR, Healthcare Industry, Risk Oversight/Compliance, Strategy and M&A, and Global Business Experience gained during his almost 20 years serving in leadership roles at Mylan, where he helped grow their generics business and ultimately had responsibility for all operations as Global Chief Operating Officer • Mr. Korman also brings Information Security Experience to the Board Former Public Company Boards: • Mylan (2018 - the closing of the Combination in 2020), Director, most recently Chair of the Risk Oversight Committee and member of the Compliance, Governance and Nominating, and Science and Technology Committees Other Organizations: • Past Director and Vice Chairman, Generic Pharmaceutical Association, now known as the Association for Accessible Medicines • Previous Director and Vice Chairman, HDMA Foundation, which serves the healthcare industry by providing research and education focused on healthcare supply issues |

  8. Directors Nominated for Election at the 2024 Annual Meeting

    | Director since 2020 Age: 63 Board Committees: • Science and Technology (Chair) Director | Rajiv Malik • Retired President (from the closing of the Combination in 2020 to April 2024), Viatris • President (2012 - the closing of the Combination in 2020), Executive Vice President and Chief Operating Officer (2009 - 2012), Head of Global Technical Operations (2007 - 2009); joined the company in 2007, Mylan • Chief Executive Officer (2005 - 2008), Matrix Laboratories Limited (now Mylan Laboratories Limited) • Head of Global Development and Registrations (2003 - 2005), Sandoz GmbH • Head of Global Regulatory Affairs and Head of Pharma Research (1999 - 2003), Ranbaxy Key Skills and Experience: • Public Company Management, Finance, Accounting and Capital Markets, Healthcare Industry, Information Security, Legal and Regulatory Oversight, Risk Oversight/Compliance, Strategy and M&A, and Global Business Experience acquired over his extensive career in the healthcare industry, including at Mylan where he was integral in helping to develop the strategies for the company’s acquisitions for over 10 years, as well as the execution and integration of those acquisitions, and was responsible for leading global commercial, scientific, operational, IT and business development activities in more than 165 countries and territories, a portfolio of more than 7,500 products, a pipeline of approximately 1,200 products, and more than 40 manufacturing facilities around the world and further enhanced in his most recent role, where he was responsible for the day-to-day operations of the Company, overseeing the Company’s commercial business units, the Commercial Development, Medical, IT and Quality functions, as well as R&D and Operations and where he played a leading role in integrating the two legacy companies while stabilizing the business until his retirement in April 2024 • Mr. Malik also brings Human Capital Management Experience, including oversight of DEI, to the Board Current Private Company Boards: • Non-executive non-independent and Viatris nominee Director (since 2022), Biocon Biologics Limited, a majority owned subsidiary of Biocon Limited Former Public Company Boards: • Mylan (2012 - the closing of the Combination in 2020), Director |

  9. Directors Nominated for Election at the 2024 Annual Meeting

    | Director since 2020 Age: 71 Board Committees: • Audit* (Chair) • Compliance and Risk Oversight • Executive • Finance Independent Director | 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, Risk Oversight/Compliance, Strategy and M&A, and Global Business 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: • 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 Middle Market Lending Corp. II (since 2020), Director, Chair of the Audit Committee and member of the Compliance, Governance and Nominating, and Contract Review Committees Former Public Company Boards: • Mylan (2019 - the closing of the Combination in 2020), Director and most recently member of the Audit and Finance Committees • 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 • 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 * 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. |

  10. Directors Nominated for Election at the 2024 Annual Meeting

    | Director since 2020 Age: 69 Board Committees: • Audit • Compliance and Risk Oversight (Chair) • Executive • Governance and Sustainability Vice Chair of the Board and Independent Director | Mark Parrish • 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: • Public Company Management, Corporate Governance, Healthcare Industry, Finance, Accounting and Capital Markets, 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 • CSR Experience obtained through his public company and executive experience and his work in the heavily regulated healthcare industry • Mr. Parrish also brings Human Capital Management, Global Business, and Information Security Experience to the Board Other Current Public Company Boards: • Omnicell, Inc. (NASDAQ: OMCL) (since 2013), Director, Chair of the Audit Committee and member of the Compensation Committee 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, Director 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, International Federation of Pharmaceutical Wholesalers, an association of pharmaceutical wholesalers and pharmaceutical supply chain service companies • Senior Adviser, Frazier Healthcare Ventures, a healthcare-oriented growth equity firm |

  11. Directors Nominated for Election at the 2024 Annual Meeting

    | Director since 2022 Age: 62 Board Committees: • Science and Technology Chief Executive Officer and Director | 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 Chief Operating Officer, 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 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 * The Board had, in accordance with its Corporate Governance Principles, previously approved Mr. Smith’s concurrent service as an executive officer of a public company and on more than one other public company board of directors and determined that it did not impair his ability to effectively serve on the Board. |

  12. Directors Nominated for Election at the 2024 Annual Meeting

    | Director since 2024 Age: 60 Board Committees: • Science and Technology Independent Director | Rogério Vivaldi Coelho, M.D., M.B.A. • 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: • Public Company Management, Corporate Governance, Healthcare Industry, Finance, Accounting, Capital Markets, Risk Oversight and 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 • Mr. Vivaldi also brings Human Capital Management and Global Business 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 |

  13. Consideration of Director Nominees

    Consideration of Director Nominees For purposes of identifying individuals qualified to become members of the Board, and consistent with the Company’s Corporate Governance Principles, the Governance and Sustainability Committee considers the following general criteria, among others, in nominating Director candidates. These criteria reflect the traits, abilities, and experience that the Board considers in determining candidates for election:

  14. Consideration of Director Nominees

    | • | Highest ethical character and shares the values of the Company |

  15. Consideration of Director Nominees

    | • | Personal and/or professional reputations that are consistent with the image and reputation of the Company |

  16. Consideration of Director Nominees

    | • | Relevant expertise and experience and ability to offer advice and guidance to the CEO and senior management based on that expertise and experience |

  17. Consideration of Director Nominees

    | • | Sound business judgment |

  18. Consideration of Director Nominees

    | • | Diverse perspectives and personal backgrounds reflecting a mix of nationalities, ethnicities, races, ages and/or genders |

  19. Consideration of Director Nominees

    | 38 | 2024 Proxy Statement | |

  20. Consideration of Director Nominees

    In addition to the criteria set forth above, and any others the Governance and Sustainability Committee or Viatris’ Board may consider, a majority of the members of the Board must be “independent”, as that term may be defined from time to time by the applicable NASDAQ listing standards, including that an independent Director must be free of any relationships which, in the opinion of the Board, would interfere with the exercise of such Director’s independent judgment in carrying out the responsibilities of a Director. As needed, the Governance and Sustainability Committee may identify new potential Director nominees by, among other means, requesting current Directors, executive officers, and external advisors to notify it if they become aware of persons meeting the criteria described above who would be suitable candidates for service on Viatris’ Board. The Committee also may, as needed, engage one or more firms that specialize in identifying Director candidates. The Governance and Sustainability Committee also may consider candidates recommended by shareholders in accordance with the procedures outlined in the question titled, “How do I recommend a candidate for nomination to Viatris’ Board?” on page A-8. The Committee’s evaluation process does not vary based on whether a candidate is recommended by a shareholder. As appropriate, the Governance and Sustainability Committee will review publicly available information regarding a potential candidate, request information from the candidate, review the candidate’s experience and qualifications, including in light of any other candidates the Governance and Sustainability Committee might be considering, and conduct, together with other members of Viatris’ Board, one or more interviews with the candidate. Governance and Sustainability Committee members or their designees also may contact one or more references provided by the candidate or may contact other members of the business community or persons who have first-hand knowledge of the candidate’s talents and experience. With respect to Board composition, the Board considers characteristics such as expertise, experience, knowledge, abilities and diversity (including nationality, ethnicity, race, age, gender, education and professional background), among others.

  21. Non-Employee Director Compensation for 2023

    Non-Employee Director Compensation for 2023 The following table sets forth information concerning the compensation earned by Viatris’ non-employee Directors (each a “Non-Employee Director” and, together, the “Non-Employee Directors”) for 2023. Directors who are or were concurrently employees of Viatris (Messrs. Coury, Smith, Goettler and Malik) received no compensation for their concurrent Board service. Dr. Vivaldi did not receive compensation for Board service in 2023 as he was appointed to the Board on June 3, 2024. A discussion of the elements of Non-Employee Director compensation follows the table.

  22. Non-Employee Director Compensation for 2023

    | Name | Fees Earned or Paid in Cash ($) | RSUs ($)(3) | All Other Compensation ($)(4) | Total ($) | | W. Don Cornwell | 150,000 | 200,006 | 20,000 | 370,006 | | JoEllen Lyons Dillon | 200,000 | 200,006 | — | 400,006 | | Elisha Finney | 150,000 | 200,006 | 20,000 | 370,006 | | Leo Groothuis(1) | 113,542 | 200,001 | — | 313,543 | | Melina Higgins | 234,375 | 200,006 | 20,000 | 454,381 | | James M. Kilts | 150,000 | 200,006 | 20,000 | 370,006 | | Harry Korman | 175,000 | 200,006 | — | 375,006 | | Richard Mark | 200,000 | 200,006 | 20,000 | 420,006 | | Mark Parrish | 250,000 | 200,006 | — | 450,006 | | Pauline van der Meer Mohr(1)(2) | 150,000 | 200,006 | — | 350,006 |

  23. Non-Employee Director Compensation for 2023

    | (1) Fees earned by Mr. Groothuis and Ms. van der Meer Mohr were paid in Euros. Such amounts were converted into Euros using the monthly conversion rate in effect when each payment was made. |

  24. Non-Employee Director Compensation for 2023

    | (2) Ms. van der Meer Mohr did not stand for re-election to the Board at the 2023 Annual Meeting. |

  25. Non-Employee Director Compensation for 2023

    | (3) Represents the grant date fair value of the specific award granted to the Non-Employee Director. Restricted stock unit (“RSU”) awards granted in 2023 vested on March 3, 2024. For information regarding assumptions used in determining the amounts reflected in the table above, please refer to Note 13 to the Company’s Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (“Form 10-K”). The number of unvested RSUs held by each of the Non-Employee Directors, as of December 31, 2023, were as follows: Mr. Cornwell, 18,855; Ms. Dillon, 18,855; Ms. Finney, 18,855; Mr. Groothuis, 22,484; Ms. Higgins, 18,855; Mr. Kilts, 18,855; Mr. Korman, 18,855; Mr. Mark, 18,855; and Mr. Parrish, 18,855. Amounts include all accrued and unvested whole share dividend equivalent units (“DEUs”) that vest only to the extent and at the same time the underlying award on which they are issued vest. The aggregate number of shares subject to stock options held by the Non-Employee Directors, as of December 31, 2023, were as follows: Ms. Dillon, 24,780; Ms. Higgins, 24,780; Mr. Korman, 24,714; Mr. Mark, 12,260; Mr. Parrish, 24,780; and Ms. van der Meer Mohr, 13,949. |

  26. Non-Employee Director Compensation for 2023

    | (4) The amounts represent charitable contributions made in 2023 under our director matching gift program. |

  27. Non-Employee Director Compensation for 2023

    Viatris’ compensation philosophy for Non-Employee Directors is designed to attract and retain Directors with the experience necessary to represent the Company and oversee executive management. On an annual basis, the Compensation Committee considers market data for our 2023 Peer Group (see pages 53 to 54) and input received from the Compensation Committee’s independent compensation consultant regarding market practices for Non-Employee Director compensation. Any changes to Non-Employee Director compensation are approved by the Compensation Committee and the independent Directors.

  28. Non-Employee Director Compensation for 2023

    | | 2024 Proxy Statement | 41 |

  29. Director Compensation Structure for 2023 and 2024

    Director Compensation Structure for 2023 and 2024 In March 2023, the Compensation Committee and the independent Directors approved the following Non-Employee Director compensation structure effective as of January 2023, unchanged from 2022:

  30. Director Compensation Structure for 2023 and 2024

    | Element of Compensation | Amount | | Board Member Retainer | $150,000 | | Committee Chair Fee | $25,000 | | Executive Committee Member Fee | $25,000 | | Lead Independent Director Compensation | $50,000 | | Annual Equity Grant Value (RSUs) | $200,000 |

  31. Director Compensation Structure for 2023 and 2024

    In December 2023, the Compensation Committee and the independent Directors approved the following Non-Employee Director compensation effective as of December 15, 2023:

  32. Director Compensation Structure for 2023 and 2024

    | Element 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 |

  33. Director Compensation Structure for 2023 and 2024

    Non-Employee Directors are also eligible to receive matching charitable contributions under the Company’s Director Matching Gift Program. Under this program, to the extent Non-Employee Directors choose to make charitable contributions to qualifying charitable organizations, the Company matches those contributions dollar-for-dollar up to an annual limit of $20,000 per person per calendar year.

  34. Our Compensation Structure is Approximately Two-Thirds Performance Based and Does Not Include Special Incentives

    Our Compensation Structure is Approximately Two-Thirds Performance Based and Does Not Include Special Incentives Our Compensation Committee has implemented a simple and performance-focused compensation program for NEOs which, excluding arrangements which may be necessary in connection with recruiting new hires, is limited to base salary, a performance-based short-term incentive award and long-term incentive awards consisting of performance-based restricted stock units (“PRSUs”) and RSUs. For fiscal year 2023, 62% of NEO total target compensation was performance-based and 70% of NEO total target compensation was delivered as long-term equity. 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. Our first long-term PRSUs (awarded in 2021) that vested in 2024 were automatically reduced by 30% consistent with the design of the TSR modifier and reflects alignment of our compensation structure with our shareholders.

  35. Executive Chairman Transition

    Executive Chairman Transition In light of the leadership and oversight of the Former Executive Chairman in developing our comprehensive strategies for growth while streamlining the Company, the substantial success and progress on and overall performance with respect to the Company’s Phase 1 objectives, and in preparation for the Company’s move into the next phase of our strategic plan, the independent members of the Board believed it was an appropriate time to consider a transition to a more conventional Board leadership structure, which we had previously informed shareholders we would do at the appropriate time for the Company. In 2023, the Board approached Robert J. Coury, and Mr. Coury agreed, to transition to a new role as Chairman Emeritus and Senior Strategic Advisor from the conclusion of the 2023 Annual Meeting through the end of 2025 (the same period that Mr. Coury previously committed to the Company under his Executive Employment Agreement when Viatris was created). In connection with this transition, Mr. Coury was treated as separating from employment for Good Reason for severance benefit purposes (as defined in, and pursuant to, his Executive Employment Agreement). Importantly, our transitional arrangement with Mr. Coury involved the Company honoring past contractual and economic commitments while he remains available to provide strategic guidance without any additional grants of cash or equity compensation beyond what was already committed under prior agreements.

  36. Science and Regulatory Achievements

    Our 2023 Annual Incentive Plan Payouts Aligned with Strong Financial and Operational Results and PRSUs Earned in 2024 Were Reduced Based on Our Relative Total Shareholder Return, Further Aligning Pay with Shareholder Outcomes Short-term incentive compensation. Comprised approximately 17% of 2023 NEO target total compensation (excluding Mr. Goettler). While we believe that Viatris stock continues to be significantly undervalued, our management team’s operational execution resulted in strong performance results and corresponding above-target payouts under the 2023 short-term incentive program. Drivers of our 2023 short-term incentive results included:

  37. Science and Regulatory Achievements

    | • | Above-target adjusted EBITDA and free cash flow for short-term incentive compensation purposes, driven by the focus and efforts of the Company’s management and the success of the Company’s cash optimization efforts. For more information on and the differences between how adjusted EBITDA and free cash flow are calculated for purposes of the Company’s 2023 short-term incentive compensation and public reporting purposes, see “Elements of 2023 Compensation – 2023 Annual Incentive Compensation Program – Annual Incentive Compensation Awards for 2023” on page 54. |

  38. Science and Regulatory Achievements

    The setting of the annual incentive performance metric targets was established to reflect higher expectations regarding incremental R&D expense, incremental cost inflation and expectations regarding foreign exchange rates. Long-term incentive compensation. PRSUs that vested in 2024 were subject to a free cash flow metric, a leverage metric and relative market performance metric (i.e., relative TSR using the S&P 500 Pharmaceutical Index, which is used as a modifier to determine the final payout percentage) over a three-year time period. These awards were automatically reduced by 30% at vesting due to our stock price, which we believe is significantly undervalued. For more information on and the differences between how free cash flow and leverage ratio are calculated for purposes of long-term incentive compensation and public reporting purposes, see page 57 and Appendix B. This result demonstrates alignment of our compensation structure with shareholder outcomes.

  39. Executive Compensation Philosophy

    | • | 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. |

  40. 2023 Total Target Compensation

    | NEO | Base Salary | Target Annual Incentive | Target Long-Term Incentive | 2023 Total Target Compensation(1) | | Scott A. Smith(2) | $1,400,000 | $2,100,000 | $11,200,000 | $14,700,000 | | Rajiv Malik | $1,300,000 | $1,625,000 | $7,800,000 | $10,725,000 | | Sanjeev Narula | $925,000 | $925,000 | $3,700,000 | $5,550,000 | | Anthony Mauro | $860,000 | $989,000 | $3,440,000 | $5,289,000 | | Brian Roman | $800,000 | $800,000 | $1,600,000 | $3,200,000 | | Michael Goettler(2) | $1,300,000 | $1,950,000 | — | $3,250,000 | | Robert J. Coury(2) | $1,950,000 | $2,925,000 | $11,700,000 | $16,575,000 |

  41. 2023 Total Target Compensation

    | (1) 2023 Total Target Compensation equals the sum of base salary, target annual incentive, and target long-term incentive. |

  42. Considerations for Setting 2023 Incentive Performance Goals

    Considerations for Setting 2023 Incentive Performance Goals In setting annual and long-term incentive performance goals, the Compensation Committee considered a broad variety of data, including potential divestitures, industry forecasts, internal projections, demographic data, advice from outside advisors, benchmarking data against the peer company medians, 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, will annually consider potential alternative performance metrics that link to our strategy and align with shareholder interests in long-term value creation.

  43. 2023 Peer Group

    2023 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.

  44. 2023 Peer Group

    | 53 | 2024 Proxy Statement | |

  45. 2023 Peer Group

    Below is the peer group selected by the Compensation Committee for 2023, with the advice of the Compensation Committee’s independent compensation consultant. The Committee takes a number of considerations into account when choosing the peer group, including those companies that compete with the Company for executive talent.

  46. 2023 Peer Group

    | Abbott Laboratories | Bristol-Myers Squibb Company | Pfizer Inc. | | Amgen Inc. | Eli Lilly and Company | Regeneron Pharmaceuticals, Inc. | | Bausch Health Companies Inc. | Gilead Sciences, Inc. | Sanofi S.A. | | Baxter International Inc. | Novartis AG | Teva Pharmaceutical Limited | | Biogen Inc. | Organon & Co. | Zoetis Inc. |

  47. 2023 Annual Incentive Compensation Program

    2023 Annual Incentive Compensation Program

  48. Annual Incentive Compensation Awards for 2023

    Annual Incentive Compensation Awards for 2023 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 continued creation of shareholder value. The metrics are specifically related to the actions and leadership of our executive team and measure their ability to generate 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 2023.

  49. Annual Incentive Compensation Awards for 2023

    | | 2024 Proxy Statement | 54 |

  50. Annual Incentive Compensation Awards for 2023

    The Compensation Committee identified the following metrics as important measures of Company performance relating to its stated strategy:

  51. Annual Incentive Compensation Awards for 2023

    | • | 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. |

  52. Annual Incentive Compensation Awards for 2023

    | • | 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. |

  53. Annual Incentive Compensation Awards for 2023

    | • | 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. |

  54. Annual Incentive Compensation Awards for 2023

    Individual annual incentive payout targets were established for each 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.

  55. Annual Incentive Compensation Awards for 2023

    | NEO | Target (as % of Base Salary) | Annual Incentive Target | | Scott A. Smith(1) | 150% | $2,100,000 | | Rajiv Malik | 125% | $1,625,000 | | Sanjeev Narula | 100% | $925,000 | | Anthony Mauro | 115% | $989,000 | | Brian Roman | 100% | $800,000 | | Michael Goettler(1) | 150% | $1,950,000 | | Robert J. Coury(1) | 150% | $2,925,000 |

  56. Annual Incentive Compensation Awards for 2023

    | (1) The annual incentive target amounts listed above for Messrs. Smith, Goettler, and Coury were prorated to reflect the number of days each respectively served as an active employee during 2023 in determination of the payout of the 2023 cash incentive and were based on actual Company performance. |

  57. Annual Incentive Compensation Payouts for 2023

    Annual Incentive Compensation Payouts for 2023 In 2023, Viatris achieved the following performance against the Compensation Committee-approved performance goals:

  58. Annual Incentive Compensation Payouts for 2023

    | Metric | Weighting | Threshold | Target | Maximum | Results | | Adjusted EBITDA(1) | 40% | $4,900 million | $5,200 million | $5,500 million | $5,367 million | | Free Cash Flow(2) | 40% | $2,200 million | $2,500 million | $2,800 million | $2,916 million | | Global Regulatory Submissions | 20% | 100 | 120 | 140 | 148 |

  59. Annual Incentive Compensation Payouts for 2023

    | (1) Adjusted EBITDA is derived from Viatris’ financial statements in the same manner as Viatris’ publicly reported adjusted EBITDA for 2023, except that the calculation for the 2023 annual incentive program utilized 2023 budgeted foreign exchange rates and further adjusts for acquired in-process research and development (“IPR&D”) costs and the impact of divestitures. Viatris’ adjusted EBITDA as reported for the twelve months ended December 31, 2023 is reconciled to the most directly comparable U.S. GAAP measure in Appendix B. |

  60. Annual Incentive Compensation Payouts for 2023

    | (2) Free cash flow is derived from Viatris’ audited financial statements in the same manner as Viatris’ publicly reported free cash flow for 2023, except that the calculation for the 2023 annual incentive program utilized 2023 budgeted foreign exchange rates and further adjusts for transaction costs and taxes related to the acquisitions of Oyster Point and Famy Life Sciences as well as any incremental transaction costs and taxes related to other select assets sales or reshaping initiatives and other impacts of divestitures, acquired IPR&D costs, and proceeds from the sale of property, plant and equipment. Viatris’ free cash flow as reported for the twelve months ended December 31, 2023 is reconciled to the most directly comparable U.S. GAAP measure in Appendix B. |

  61. Annual Incentive Compensation Payouts for 2023

    | 55 | 2024 Proxy Statement | |

  62. Annual Incentive Compensation Payouts for 2023

    The following table shows the 2023 actual incentive payout for each NEO reflecting Company performance at 182.31% of target.

  63. Annual Incentive Compensation Payouts for 2023

    | NEO | Actual Annual Incentive Award | | Scott A. Smith(1) | $2,884,494 | | Rajiv Malik | $2,962,538 | | Sanjeev Narula | $1,686,368 | | Anthony Mauro | $1,803,046 | | Brian Roman | $1,458,480 | | Michael Goettler(1) | $886,326 | | Robert J. Coury(1) | $5,098,811 |

  64. Annual Incentive Compensation Payouts for 2023

    | (1) For Messrs. Smith, Goettler, and Coury, payouts represent a prorated amount to reflect the number of days each respectively served as an active employee during 2023 and were based on actual Company performance. |

  65. 2023 Long-Term Incentive Compensation Programs

    2023 Long-Term Incentive Compensation Programs

  66. Long-Term Incentive Compensation Grants for 2023

    Long-Term Incentive Compensation Grants for 2023 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 2023. 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 2023. 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 2023 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 2023, the Compensation Committee approved the following annual LTI award values for our NEOs:

  67. Long-Term Incentive Compensation Grants for 2023

    | NEO(1) | PRSUs | RSUs | Total LTI Award | | Scott A. Smith | $7,280,000 | $3,920,000 | $11,200,000 | | Rajiv Malik | $5,070,000 | $2,730,000 | $7,800,000 | | Sanjeev Narula | $2,405,000 | $1,295,000 | $3,700,000 | | Anthony Mauro | $2,236,000 | $1,204,000 | $3,440,000 | | Brian Roman | $1,040,000 | $560,000 | $1,600,000 | | Robert J. Coury | $7,605,000 | $4,095,000 | $11,700,000 |

  68. Long-Term Incentive Compensation Grants for 2023

    | (1) Mr. Goettler did not receive a long-term incentive award in 2023. |

  69. 2023 Three-Year PRSU Performance Metrics

    2023 Three-Year PRSU Performance Metrics The 2023 grant of PRSUs is subject to free cash flow and relative market performance metrics (i.e., relative TSR using the S&P 500 Pharmaceutical Index), which is used as a modifier to determine the final payout percentage,

  70. 2023 Three-Year PRSU Performance Metrics

    | | 2024 Proxy Statement | 56 |

  71. 2023 Three-Year PRSU Performance Metrics

    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 2023 PRSUs will be determined in two steps. First, in the first quarter of 2026, 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, decreasing it by 30%, leaving it unaffected, or increasing it by 30%, in order to calculate the final payout percentage. The reduction in amounts in setting the free cash flow metric reflects the Company’s expectations regarding the negative impact on free cash flows resulting from previously announced divestitures.

  72. 2023 Three-Year PRSU Performance Metrics

    | Metric | Weighting | Threshold | Target | Maximum | | Free Cash Flow(1) | 100% | $6,000 million | $7,000 million | $8,000 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% |

  73. 2023 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’ 2023 annual incentive program, except that the calculation for the 2023 PRSUs further adjusts for any of the following, as applicable: transaction costs and taxes related to certain acquisitions and divestitures as well as any incremental transaction costs and taxes related to other select asset sales or reshaping initiatives and other impacts of divestitures, unbudgeted restructuring costs, unbudgeted R&D expense, material unplanned litigation gains or losses equal to or greater than $25 million in the aggregate, changes in tax laws, and all impacts of material acquisition activities. Free cash flow for the 2023 PRSUs will be the sum of such free cash flow measure for each of the years ended December 31, 2023, 2024 and 2025 and will utilize budgeted foreign exchange rates for the relevant year. Viatris’ free cash flow as reported for the twelve months ended December 31, 2023 is reconciled to the most directly comparable U.S. GAAP measure in Appendix B. |

  74. 2023 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. |

  75. 2023 Three-Year PRSU Performance Metrics

    Payouts with respect to PRSUs granted in 2023 will be determined in early 2026 following the conclusion of the three-year performance cycle.

  76. 2021-2023 Three-Year PRSU Performance Metric Results

    | Metric | Weighting | Threshold | Target | Maximum | Results | | Free Cash Flow(1) | 60% | $6,500 million | $7,500 million | $8,500 million | $9,500 million | | Gross Leverage Ratio(2) | 40% | 3.14x | 2.99x | 2.84x | 2.84x | | Relative TSR of Peer Group(3) | 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 | 21st Percentile | | Payout Opportunity (as % of Target) | | 35% | 100% | 195% | |

  77. 2021-2023 Three-Year PRSU Performance Metric Results

    | (3) 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. |

  78. Commitment to Responsible, Shareholder-Aligned Compensation Governance Practices

    | 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. |

  79. Commitment to Responsible, Shareholder-Aligned Compensation Governance Practices

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

  80. Anti-Hedging and Anti-Pledging Policy

    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.

  81. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following summary compensation table sets forth the cash and non-cash compensation paid or granted to or earned by the NEOs for 2023, 2022, and 2021.

  82. 2023 Summary Compensation Table

    | 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 | 2023 | 1,023,077 | — | 11,200,008 | — | 2,884,494 | — | 822,830 | 15,930,409 | | Sanjeev Narula Former Chief Financial Officer | 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 | | | 2021 | 800,000 | — | 2,800,011 | — | 1,524,560 | — | 526,114 | 5,650,685 | | Rajiv Malik Former President | 2023 | 1,298,077 | — | 7,800,015 | — | 2,962,538 | — | 423,045 | 12,483,675 | | | 2022 | 1,200,000 | 10,950,000 | 7,200,007 | — | 2,799,450 | — | 405,434 | 22,554,891 | | | 2021 | 1,200,000 | — | 7,200,017 | — | 2,858,550 | — | 363,683 | 11,622,250 | | Anthony Mauro Former President, Developed Markets | 2023 | 858,846 | — | 3,440,016 | — | 1,803,046 | — | 333,496 | 6,435,404 | | | 2022 | 800,000 | 6,553,800 | 3,200,005 | — | 1,716,996 | — | 317,968 | 12,588,769 | | | 2021 | 800,000 | — | 3,200,017 | — | 1,753,244 | — | 296,654 | 6,049,915 | | Brian Roman Global General Counsel | 2023 | 790,385 | — | 1,600,015 | — | 1,458,480 | — | 263,253 | 4,112,133 | | Michael Goettler Former Chief Executive Officer | 2023 | 350,000 | — | — | — | 886,326 | — | 8,607,384 | 9,843,710 | | | 2022 | 1,300,000 | — | 9,100,001 | — | 3,639,285 | — | 731,984 | 14,771,270 | | | 2021 | 1,300,000 | — | 9,100,015 | — | 3,716,115 | — | 663,440 | 14,779,570 | | Robert J. Coury Former Executive Chairman | 2023 | 1,909,615 | — | 11,700,012 | — | 5,098,811 | — | 22,793,308 | 41,501,746 | | | 2022 | 1,800,000 | — | 10,800,015 | — | 5,039,010 | — | 859,620 | 18,498,645 | | | 2021 | 1,800,000 | — | 10,800,010 | — | 5,145,390 | — | 806,678 | 18,552,078 |

  83. 2023 Summary Compensation Table

    | (1) Represents the base salary actually paid to the NEO in 2023, 2022, and 2021. For Mr. Smith, the amount reflects salary received commencing with his April 1, 2023 hire date. For Messrs. Goettler and Coury, the amount reflects salary received up until their last day of employment, which was April 1, 2023 and December 15, 2023, respectively. |

  84. 2023 Summary Compensation Table

    | (2) In connection with the Combination in 2020, Messrs. Malik and Mauro were each granted a retention bonus (equal to $10,950,000 and $6,553,800, respectively), which became payable in 2022 upon the two-year anniversary of the Combination, subject to Messrs. Malik’s and Mauro’s continued employment through such date. Consistent with our engagement with shareholders, the Compensation Committee has determined that it does not intend to issue new cash-based retention awards for NEOs except in extraordinary situations or in connection with new hires. |

  85. 2023 Summary Compensation Table

    | (3) Represents the grant date fair value of the long-term incentive awards granted to the NEO in 2023, 2022 and 2021, as applicable. The grant date fair value of PRSUs for 2023 is based on the target value and is as follows: Messrs. Smith ($7,280,002), Narula ($2,405,004), Malik ($5,070,004), Mauro ($2,236,006), Roman ($1,040,009), and Coury ($7,605,007). If the maximum achievement of performance goals had been assumed, the grant date fair value of the PRSUs for 2023 would have been as follows: Messrs. Smith ($14,196,013), Narula ($4,689,759), Malik ($9,886,512), Mauro ($4,360,222), Roman ($2,028,020), and Coury ($14,829,768). For information regarding assumptions used in determining the expense of such awards, please refer to Note 14 to the Company’s Consolidated Financial Statements contained in the Form 10-K. |

  86. 2023 Summary Compensation Table

    | (4) Represents amounts paid under the Company’s annual short-term incentive plan. For a discussion of this plan, see “2023 Annual Incentive Compensation Program” on page 54. |

  87. 2023 Summary Compensation Table

    | 64 | 2024 Proxy Statement | |

  88. 2023 Summary Compensation Table

    | (5) Amounts shown in this column are detailed in the following chart. All separation benefits paid to Messrs. Goettler and Coury were required pursuant to the existing terms of their contractual agreements, which were previously disclosed and subject to prior Say-on-Pay votes. |

  89. 2023 Summary Compensation Table

    | Name | Fiscal Year | Use of Company Provided Automobile ($)(a) | Personal Use of Company Aircraft ($)(b) | Expatriate Benefits ($)(c) | 401(k) and Profit Sharing Plan Matching and Profit Sharing Contribution ($)(d) | Restoration Plan Contribution ($)(e) | Transition Related Benefits ($)(f) | Other ($)(g) | Total ($) | | Scott A. Smith | 2023 | 14,458 | 163,853 | — | 37,177 | 188,587 | — | 418,755 | 822,830 | | Sanjeev Narula | 2023 | 19,200 | — | 175,942 | 29,638 | 243,768 | — | 1,755 | 470,303 | | | 2022 | 19,262 | — | 4,756 | 27,504 | 228,450 | — | 1,688 | 281,660 | | | 2021 | 19,200 | — | 336,440 | 26,454 | 139,419 | — | 4,601 | 526,114 | | Rajiv Malik | 2023 | 32,894 | 47,551 | — | 36,131 | 263,727 | — | 42,742 | 423,045 | | | 2022 | 30,998 | 71,273 | — | 37,519 | 262,749 | — | 2,895 | 405,434 | | | 2021 | 6,847 | 62,141 | 26,036 | 32,700 | 228,787 | — | 7,172 | 363,683 | | Anthony Mauro | 2023 | 19,200 | — | — | 37,369 | 250,346 | — | 26,581 | 333,496 | | | 2022 | 19,200 | — | — | 39,666 | 244,857 | — | 14,245 | 317,968 | | | 2021 | 19,200 | 9,150 | — | 31,570 | 230,711 | — | 6,023 | 296,654 | | Brian Roman | 2023 | 16,800 | — | — | 36,515 | 206,747 | — | 3,191 | 263,253 | | Michael Goettler | 2023 | 4,894 | 41,648 | 3,389 | 33,100 | 273,900 | 8,250,000 | 453 | 8,607,384 | | | 2022 | 21,162 | 68,081 | 95,554 | 31,350 | 514,149 | — | 1,688 | 731,984 | | | 2021 | 19,451 | 58,797 | 227,481 | 30,300 | 325,762 | — | 1,649 | 663,440 | | Robert J. Coury | 2023 | 21,367 | 5,621 | — | 36,623 | 550,310 | 22,147,894 | 31,493 | 22,793,308 | | | 2022 | 22,680 | 5,926 | — | 32,427 | 726,188 | — | 72,399 | 859,620 | | | 2021 | 24,563 | 29,184 | — | 31,377 | 680,312 | — | 41,242 | 806,678 |

  90. 2023 Summary Compensation Table

    | (a) In the case of Messrs. Smith, Narula, Mauro, Roman, Goettler, and Coury, these costs represent a vehicle allowance and ancillary expenses associated with such vehicle. In the case of Mr. Malik, this number represents the cost of a vehicle (based on lease value), insurance and ancillary expenses associated with such vehicle. |

  91. 2023 Summary Compensation Table

    | (b) Amounts disclosed represent the actual aggregate incremental costs associated with the personal use of corporate aircraft. Incremental costs include annual average hourly fuel and maintenance costs, landing and parking fees, customs and handling charges, passenger catering and ground transportation, crew travel expenses, away from home hanger fees, and other trip-related variable costs. Because the aircrafts are used primarily for business travel, incremental costs exclude fixed costs that do not change based on usage, such as pilots’ salaries, aircraft purchase or lease costs, home-base hangar costs, and certain maintenance fees. Aggregate incremental cost as so determined with respect to personal deadhead flights is allocable to the NEO. In certain instances where there are both business and personal passengers, the incremental costs per hour are pro-rated. |

  92. 2023 Summary Compensation Table

    | (c) For 2023, amount disclosed for Mr. Narula represents the tax equalization, gross up and tax preparation of $175,942 and for Mr. Goettler represents tax preparation and gross up of $3,389. For 2022, amounts disclosed for Messrs. Narula and Goettler include the value of certain one-time, non-recurring expatriate, repatriation and relocation benefits of $4,756 and $95,554, respectively. For 2021, amounts disclosed include for Messrs. Narula and Goettler the value of certain one-time, non-recurring expatriate, repatriation and relocation benefits of $336,440 and $227,481, respectively. For 2021, the amount disclosed for Mr. Malik represents one-time, non-recurring immigration expenses of $26,036. |

  93. 2023 Summary Compensation Table

    | (d) For 2023, amounts for each NEO include a matching contribution for Messrs. Smith ($14,077), Narula ($6,538), Malik ($13,031), Mauro ($14,269), Roman ($13,415), Goettler ($10,000), and Coury ($13,523) and a profit sharing contribution received in March 2024 in respect of fiscal year 2023 to each of Messrs. Smith, Narula, Malik, Mauro, Roman, Goettler and Coury ($23,100). For 2022, amounts for each NEO include a matching contribution for Messrs. Narula ($6,154), Malik ($16,169), Mauro ($18,316), Goettler ($10,000), and Coury ($11,077) and a profit sharing contribution received in March 2023 in respect of fiscal year 2022 to each of Messrs. Narula, Malik, Mauro, Goettler, and Coury ($21,350). For 2021, amounts for each NEO include a matching contribution for Messrs. Narula ($6,154), Malik ($12,400), Mauro ($11,270), Goettler ($10,000), and Coury ($11,077) and a profit sharing contribution received in March 2022 in respect of fiscal year 2021 to each of Messrs. Narula, Malik, Mauro, Goettler, and Coury ($20,300). |

  94. 2023 Summary Compensation Table

    | | 2024 Proxy Statement | 65 |

  95. 2023 Summary Compensation Table

    | (e) For 2023, amounts disclosed include a matching contribution under the Restoration Plan for Messrs. Smith ($140,072), Narula ($91,174), Mauro ($93,137), Roman ($76,539), Goettler ($9,000), and Coury ($71,847), and a profit sharing contribution under the Restoration Plan received in March 2024 in respect of fiscal year 2023 for Messrs. Smith ($48,515), Narula ($152,594), Malik ($263,727), Mauro ($157,209), Roman ($130,208), Goettler ($264,900), and Coury ($478,463). For 2022, amounts disclosed include a matching contribution under the Restoration Plan for Messrs. Narula ($82,254), Mauro ($87,480), Goettler ($184,371), and Coury ($261,360), and a profit sharing contribution under the Restoration Plan received in March 2023 in respect of fiscal year 2022 for Messrs. Narula ($144,196), Malik ($262,749), Mauro ($157,377), Goettler ($329,778), and Coury ($464,827). For 2021, amounts disclosed include a matching contribution under the Restoration Plan for Messrs. Narula ($80,782), Mauro ($89,930), Goettler ($188,445), and Coury ($266,221), and a profit sharing contribution under the Restoration Plan received in March 2022 in respect of fiscal year 2021 for Messrs. Narula ($58,637), Malik ($228,787), Mauro ($140,781), Goettler ($137,315), and Coury ($414,091). |

  96. 2023 Summary Compensation Table

    | (f) For Mr. Goettler, the amount reflects a severance amount of $8,125,000 and payment in lieu of accrued vacation ($125,000) in connection with his separation as an executive of the Company. For Mr. Coury, the amount reflects a severance amount of $21,286,170 and payment in lieu of accrued vacation ($216,563) in connection with his separation from employment. For Mr. Coury, the amount also reflects a pro rata number of days from December 15, 2023 for the advisory fee he receives under his Transition and Advisory Agreement and Release with the Company. All separation benefits paid to Messrs. Goettler and Coury were required pursuant to the existing terms of their contractual agreements, which were previously disclosed and subject to prior Say-on-Pay resolutions. |

  97. 2023 Summary Compensation Table

    | (g) For 2023, amounts disclosed represent non-employee board compensation fees for Mr. Smith in 2023 earned prior to becoming CEO on April 1, 2023 ($37,500); non-recurring relocation allowances for Mr. Smith ($379,952); legal fee reimbursement for Messrs. Malik ($35,392) and Mauro ($17,696); events for Messrs. Malik ($4,335), Mauro ($7,130), and Roman ($1,435); health insurance for Messrs. Malik ($1,260) and Coury ($22,134); certain personal security services for Mr. Coury ($7,651); and premiums for international travel assistance and long-term disability for each of the NEOs. For 2022, amounts disclosed represent health insurance for Messrs. Malik ($1,207) and Coury ($30,699); certain personal security services for Mr. Coury ($38,447); international travel assistance premiums for each of the NEOs; events for Mr. Mauro; tax preparation services related to U.K. tax returns for Messrs. Mauro and Coury; and long-term disability premiums for Messrs. Narula, Malik, Mauro, Goettler, and Coury. For 2021, amounts disclosed represent health insurance for Messrs. Malik and Coury ($11,601); certain personal security services for Mr. Coury ($29,233); international travel assistance premiums for each of the NEOs; events for Messrs. Narula, Malik, and Mauro; tax preparation services related to U.K. tax returns for Messrs. Malik and Mauro; and long-term disability premiums for Messrs. Narula, Malik, Mauro, and Goettler. |

  98. 2023 Summary Compensation Table

    | 66 | 2024 Proxy Statement | |

  99. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023 The following table summarizes grants of plan-based awards made to each NEO during 2023.

  100. Grants of Plan-Based Awards for 2023

    | Name | Grant Date | Approval Date | Estimated Future Payments Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payments Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Scott A. Smith | | | 791,096 | 1,582,192 | 3,164,384 | — | — | — | — | — | — | — | | | 4/1/2023 | 2/24/2023 | — | — | — | 264,865 | 756,757 | 1,475,677 | — | — | — | 7,280,002 | | | 4/1/2023 | 2/24/2023 | — | — | — | — | — | — | 407,485 | — | — | 3,920,006 | | Sanjeev Narula | | | 462,500 | 925,000 | 1,850,000 | — | — | — | — | — | — | — | | | 3/3/2023 | 3/3/2023 | — | — | — | 75,630 | 216,083 | 421,362 | — | — | — | 2,405,004 | | | 3/3/2023 | 3/3/2023 | — | — | — | — | — | — | 116,353 | — | — | 1,295,009 | | Rajiv Malik | | | 812,500 | 1,625,000 | 3,250,000 | — | — | — | — | — | — | — | | | 3/3/2023 | 3/3/2023 | — | — | — | 159,435 | 455,526 | 888,276 | — | — | — | 5,070,004 | | | 3/3/2023 | 3/3/2023 | — | — | — | — | — | — | 245,284 | — | — | 2,730,011 | | Anthony Mauro | | | 494,500 | 989,000 | 1,978,000 | — | — | — | — | — | — | — | | | 3/3/2023 | 3/3/2023 | — | — | — | 70,315 | 200,899 | 391,754 | — | — | — | 2,236,006 | | | 3/3/2023 | 3/3/2023 | — | — | — | — | — | — | 108,177 | — | — | 1,204,010 | | Brian Roman | | | 400,000 | 800,000 | 1,600,000 | — | — | — | — | — | — | — | | | 3/3/2023 | 3/3/2023 | — | — | — | 32,705 | 93,442 | 182,212 | — | — | — | 1,040,009 | | | 3/3/2023 | 3/3/2023 | — | — | — | — | — | — | 50,315 | — | — | 560,006 | | Michael Goettler | | | 243,082 | 486,164 | 972,329 | — | — | — | — | — | — | — | | | 3/3/2023 | 3/3/2023 | — | — | — | — | — | — | — | — | — | — | | | 3/3/2023 | 3/3/2023 | — | — | — | — | — | — | — | — | — | — | | Robert J. Coury | | | 1,398,390 | 2,796,781 | 5,593,562 | — | — | — | — | — | — | — | | | 3/3/2023 | 3/3/2023 | — | — | — | 239,152 | 683,289 | 1,332,414 | — | — | — | 7,605,007 | | | 3/3/2023 | 3/3/2023 | — | — | — | — | — | — | 367,925 | — | — | 4,095,005 |

  101. Grants of Plan-Based Awards for 2023

    | (1) The performance goals under the annual incentive compensation program applicable to the NEOs during 2023 are described above in the CD&A. For a discussion of these awards, see “2023 Annual Incentive Compensation Program” on pages 54 to 56 of this Proxy Statement. The amounts for Messrs. Smith, Goettler, and Coury have been adjusted to reflect their partial year of service during 2023. |

  102. Grants of Plan-Based Awards for 2023

    | (2) Consists of PRSUs awarded under the Viatris Inc. 2020 Stock Incentive Plan. The vesting terms applicable to these awards are described above in the CD&A and below following the Outstanding Equity Awards at the End of 2023 table. |

  103. Grants of Plan-Based Awards for 2023

    | (3) Consists of RSUs awarded under the Viatris Inc. 2020 Stock Incentive Plan. The vesting terms applicable to these awards are described above in the CD&A and below following the Outstanding Equity Awards at the End of 2023 table. |

  104. Grants of Plan-Based Awards for 2023

    | (4) Represents the grant date fair value of the specific award granted to the NEO. For information regarding assumptions used in determining such value, please refer to Note 14 to the Company’s Consolidated Financial Statements contained in the Form 10-K. |

  105. Grants of Plan-Based Awards for 2023

    | | 2024 Proxy Statement | 67 |

  106. Outstanding Equity Awards at the End of 2023

    Outstanding Equity Awards at the End of 2023 The following table sets forth information concerning all of the outstanding LTI awards held by each NEO as of December 31, 2023.

  107. Outstanding Equity Awards at the End of 2023

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Scott A. Smith | — | — | — | — | 422,177(3) | 4,572,177 | 784,041(6) | 8,491,164 | | Sanjeev Narula | — | — | — | — | 29,581(4) | 320,362 | 132,353(7) | 1,433,383 | | | — | — | — | — | 84,542(5) | 915,590 | 235,508(9) | 2,550,552 | | | — | — | — | — | 122,082(3) | 1,322,148 | 226,723(10) | 2,455,410 | | Rajiv Malik | 34,389 | — | 55.84 | 3/5/2024 | — | — | — | — | | | 41,637 | — | 50.66 | 11/17/2025 | — | — | — | — | | | 50,168 | — | 46.27 | 2/17/2026 | — | — | — | — | | | 65,574 | — | 45.18 | 3/3/2027 | — | — | — | — | | | 71,600 | — | 40.97 | 3/2/2028 | — | — | — | — | | | 60,053 | — | 27.45 | 3/1/2029 | — | — | — | — | | | 84,871 | — | 17.48 | 3/2/2030 | — | — | — | — | | | — | — | — | — | 76,063(4) | 823,762 | 340,336(7) | 3,685,839 | | | — | — | — | — | 179,028(5) | 1,938,873 | 498,721(8) | 5,401,148 | | | — | — | — | — | 257,362(3) | 2,787,230 | 477,956(6) | 5,176,263 | | Anthony Mauro | 12,009 | — | 55.84 | 3/5/2024 | — | — | — | — | | | 16,265 | — | 50.66 | 11/17/2025 | — | — | — | — | | | 27,314 | — | 46.27 | 2/17/2026 | — | — | — | — | | | 29,275 | — | 45.18 | 3/3/2027 | — | — | — | — | | | 29,833 | — | 40.97 | 3/2/2028 | — | — | — | — | | | 27,851 | — | 27.45 | 3/1/2029 | — | — | — | — | | | 39,361 | — | 17.48 | 3/2/2030 | — | — | — | — | | | — | — | — | — | 33,806(4) | 366,119 | 151,261(7) | 1,638,157 | | | — | — | — | — | 79,569(5) | 861,732 | 221,654(9) | 2,400,513 | | | — | — | — | — | 113,504(3) | 1,229,248 | 210,791(10) | 2,282,867 | | Brian Roman | 3,821 | — | 55.84 | 3/5/2024 | — | — | — | — | | | 4,111 | — | 55.61 | 3/4/2025 | — | — | — | — | | | 4,739 | — | 46.27 | 2/17/2026 | — | — | — | — | | | 5,694 | — | 45.18 | 3/3/2027 | — | — | — | — | | | 7,876 | — | 40.97 | 3/2/2028 | — | — | — | — | | | 6,267 | — | 27.45 | 3/1/2029 | — | — | — | — | | | 8,119 | — | 17.48 | 3/2/2030 | — | — | — | — | | | — | — | — | — | 14,791(4) | 160,187 | 66,177(7) | 716,697 | | | — | — | — | — | 37,299(5) | 403,948 | 103,901(8) | 1,125,248 | | | — | — | — | — | 52,793(3) | 571,748 | 98,043(6) | 1,061,806 | | Michael Goettler | — | — | — | — | — | — | — | — | | Robert J. Coury | 58,952 | — | 55.84 | 3/5/2024 | — | — | — | — | | | 63,235 | — | 50.66 | 11/17/2025 | — | — | — | — | | | 82,776 | — | 46.27 | 2/17/2026 | — | — | — | — |

  108. Outstanding Equity Awards at the End of 2023

    | 68 | 2024 Proxy Statement | |

  109. Outstanding Equity Awards at the End of 2023

    | (1) Subject to applicable employment agreement provisions, following termination of employment, vested stock options will generally remain exercisable for 30 days following termination, except that (i) in the case of termination because of disability, 100% of options will remain exercisable for two years following termination; (ii) in the case of a termination due to a reduction in force, vested options will remain exercisable for one year following termination; (iii) in the case of death, including within two years following termination because of disability, or, in the case of options granted prior to January 1, 2017, retirement, 100% of options vested will remain exercisable for the remainder of the original term; and (iv) in the case of an involuntary termination without cause or a voluntary resignation for good reason that occurs within two years following a change in control, 100% of options remain exercisable for the remainder of the original term. |

  110. Outstanding Equity Awards at the End of 2023

    | (2) The market value of RSUs and PRSUs was calculated using the closing price of the Company’s shares as of December 31, 2023, $10.83. |

  111. Outstanding Equity Awards at the End of 2023

    | (3) Of the 422,177 RSUs held by Mr. Smith, 140,727 vested on March 3, 2024 and 140,725 will vest each on March 3, 2025 and March 3, 2026; of the 122,082 RSUs held by Mr. Narula, 40,695 vested on March 3, 2024 and the remaining unvested RSUs were forfeited in connection with Mr. Narula’s separation from Viatris on March 5, 2024; of the 257,362 RSUs held by Mr. Malik, 85,788 vested on March 3, 2024 and 85,787 will vest each on March 3, 2025 and March 3, 2026; of the 113,504 RSUs held by Mr. Mauro, 37,835 vested on March 3, 2024 and the remaining unvested RSUs were forfeited in connection with Mr. Mauro’s separation from Viatris on April 1, 2024; of the 52,793 RSUs held by Mr. Roman, 17,598 vested on March 3, 2024 and 17,597 will vest on March 3, 2025 and 17,598 will vest on March 3, 2026. Amounts include all accrued and unvested whole share DEUs that vest only to the extent and at the same time the underlying award on which they are issued vest. |

  112. Outstanding Equity Awards at the End of 2023

    | (4) The RSUs fully vested on March 2, 2024. |

  113. Outstanding Equity Awards at the End of 2023

    | (5) Of the 84,542 RSUs held by Mr. Narula, 42,271 vested on March 4, 2024 and the remaining unvested RSUs were forfeited in connection with Mr. Narula’s separation from Viatris on March 5, 2024; of the 179,028 RSUs held by Mr. Malik, 89,514 vested on March 4, 2024 and 89,514 will vest on March 4, 2025; of the 79,569 RSUs held by Mr. Mauro, 39,784 vested on March 4, 2024 and the remaining unvested RSUs were forfeited in connection with Mr. Mauro’s separation from Viatris on April 1, 2024; of the 37,299 RSUs held by Mr. Roman, 18,650 vested on March 4, 2024 and 18,649 will vest on March 4, 2025. Amounts include all accrued and unvested whole share DEUs that vest only to the extent and at the same time the underlying award on which they are issued vest. |

  114. Outstanding Equity Awards at the End of 2023

    | (6) The PRSUs will vest on March 3, 2026, subject to attainment of performance goals. Amounts include all accrued and unvested whole share DEUs that vest only to the extent and at the same time the underlying award on which they are issued vest. |

  115. Outstanding Equity Awards at the End of 2023

    | (7) The PRSUs fully vested on March 2, 2024, subject to attainment of performance goals. Amounts include all accrued and unvested whole share DEUs that vest only to the extent and at the same time the underlying award on which they are issued vest. |

  116. Outstanding Equity Awards at the End of 2023

    | (8) The PRSUs will vest on March 4, 2025, subject to attainment of performance goals. Amounts include all accrued and unvested whole share DEUs that vest only to the extent and at the same time the underlying award on which they are issued vest. |

  117. Outstanding Equity Awards at the End of 2023

    | (9) Of the 235,508 PRSUs held by Mr. Narula, only 170,830 will continue to vest on March 4, 2025 in connection with his separation from Viatris on March 5, 2024 and the remaining portion were forfeited. Of the 221,654 PRSUs held by Mr. Mauro, all unvested PRSU were forfeited in connection with his separation from Viatris on April 1, 2024. |

  118. Outstanding Equity Awards at the End of 2023

    | (10) Of the 226,723 PRSUs held by Mr. Narula, only 88,171 will continue to vest on March 3, 2026 in connection with his separation from Viatris on March 5, 2024 and the remaining portion were forfeited. Of the 210,791 PRSUs held by Mr. Mauro, only 87,830 will continue to vest on March 3, 2026 in connection with his separation from Viatris on April 1, 2024 and the remaining portion were forfeited. |

  119. Outstanding Equity Awards at the End of 2023

    | | 2024 Proxy Statement | 69 |

  120. Option Exercises and Stock Vested for 2023

    Option Exercises and Stock Vested for 2023 The option awards and stock awards reflected in the table below were exercised or became vested for the NEOs during 2023.

  121. Option Exercises and Stock Vested for 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Scott A. Smith | — | — | — | — | | Sanjeev Narula | — | — | 91,275 | 1,017,486 | | Rajiv Malik | — | — | 407,808 | 4,538,903 | | Anthony Mauro | — | — | 186,080 | 2,071,070 | | Brian Roman | — | — | 55,783 | 620,865 | | Michael Goettler | — | — | 328,178 | 3,661,632 | | Robert J. Coury | — | — | 4,580,904(1) | 47,249,454 |

  122. Option Exercises and Stock Vested for 2023

    | (1) All shares reflected as vesting in this table were paid pursuant to their pre-existing contractual terms, including those paid to Mr. Coury in connection with his separation from employment for “good reason”. |

  123. Pension Benefits for 2023

    Pension Benefits for 2023 The following table summarizes Mr. Malik’s benefits as of December 31, 2023 under The Executive Plan for Rajiv Malik (“The Executive Plan”) and Mr. Malik’s Retirement Benefit Agreement (the “Malik RBA”). The Malik RBA was frozen in November 2020. Mr. Malik will not accrue any additional benefits pursuant to the agreement. The Executive Plan is a deferred compensation plan to which the Company no longer contributes, though the value of the benefit may change depending on the performance of investments. The Company does not sponsor any other defined benefit pension programs covering the NEOs.

  124. Pension Benefits for 2023

    | Name | Plan Name(1) | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Scott A. Smith | N/A | N/A | — | — | | Sanjeev Narula | N/A | N/A | — | — | | Rajiv Malik | The Executive Plan(3) | N/A | 497,703 | — | | Rajiv Malik | Retirement Benefit Agreement(4) | 17 | 5,342,449 | — | | Anthony Mauro | N/A | N/A | — | — | | Brian Roman | N/A | N/A | — | — | | Michael Goettler | N/A | N/A | — | — | | Robert J. Coury | N/A | N/A | — | — |

  125. Pension Benefits for 2023

    | (1) Messrs. Smith, Narula, Mauro, Roman, Goettler, and Coury are not party to a defined benefit pension arrangement. |

  126. Pension Benefits for 2023

    | (2) See pages 60 and 64 of this Proxy Statement for further information on the value of the accumulated pension benefit. |

  127. Pension Benefits for 2023

    | (3) This is a deferred compensation plan established for the benefit of Mr. Malik. The Company is no longer contributing to this plan. |

  128. Pension Benefits for 2023

    | (4) The Malik RBA has been frozen. Mr. Malik no longer accrues any additional benefits under the agreement. |

  129. Pension Benefits for 2023

    | 70 | 2024 Proxy Statement | |

  130. Nonqualified Deferred Compensation for 2023

    Nonqualified Deferred Compensation for 2023 The following table sets forth information relating to the Restoration Plan for 2023.

  131. Nonqualified Deferred Compensation for 2023

    | Name | Aggregate Balance at Last FYE ($) | Executive Contributions in Last FY ($) | Company Profit Sharing and Match Contributions in Last FY ($) | Aggregate Earnings (Loss) in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at FYE ($) | | Scott A. Smith | — | 27,723 | 27,723 | 358 | — | 55,805 | | Sanjeev Narula | 253,020 | 132,802 | 231,393 | 68,499 | — | 685,714 | | Rajiv Malik | 1,036,644 | — | 262,749 | 231,307 | — | 1,530,699 | | Anthony Mauro | 3,077,440 | 89,834 | 247,211 | 151,298 | — | 3,565,782 | | Brian Roman | 3,403,430 | 113,174 | 198,261 | 646,637 | — | 4,361,501 | | Michael Goettler | 611,509 | 151,371 | 481,149 | 56,063 | (1,300,093) | — | | Robert J. Coury | 1,424,614 | 273,408 | 738,235 | 291,737 | — | 2,727,993 |

  132. Nonqualified Deferred Compensation for 2023

    | | 2024 Proxy Statement | 71 |

  133. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our global employee population and the annual total compensation of our CEO, Scott A. Smith, for 2023. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Regulation S-K Item 402(u). Further to this requirement, under Instruction 2 to Item 402(u), the median-paid employee may be identified once every three years if there is no impact to the pay ratio disclosure. As there were no changes in our employee population (other than the addition of 254 and 3 employees in connection with the completion of the acquisitions of Oyster Point and Famy Life Sciences, respectively, who have been excluded from the employee population for purposes of the pay ratio disclosure as permitted under Instruction 7 to Item 402(u)) or to the median-paid employee’s compensation arrangements in 2023 that would affect the pay ratio disclosure, the employee representing the median-paid employee is the same employee selected for the Company’s 2023 proxy statement. We collected the 2023 annual total compensation for the median employee using the same methodology we use for our NEOs as disclosed in the Summary Compensation Table on page 64. Total annual compensation for the median employee was $36,903 and is calculated according to the disclosure requirements of Item 402(u) of Regulation S-K under the Exchange Act and includes base salary, annual incentive, equity awards, change in pension values and other compensation such as perquisites and medical benefits. Given that Mr. Smith was appointed CEO, effective as of April 1, 2023, the total annual compensation solely for purposes of the pay ratio disclosure was $17,316,131, which consists of the “Total” column for the Summary Compensation Table, subject to the following adjustments: (i) annualizing “Salary”, “Non-Equity Incentive Plan Compensation” and recurring “All Other Compensation”; (ii) not annualizing “Stock Awards” or non-recurring “All Other Compensation”; and (iii) excluding compensation earned in respect of services prior to Mr. Smith’s appointment as CEO ($37,500). As a result, the ratio of median employee total annual compensation to CEO total annual compensation was 469 to 1. Our median employee is located in India, which reflects the true global nature of our organization and the fact that we are a diversified company within our peer group whose employees participate in all aspects of bringing our products to market, from R&D to manufacturing. This diversification should be considered by readers who would compare our CEO Pay Ratio to those within our peer or industry group and reflects differences in pay demographics among those groups. Pay ratios may not be comparable because of different employee populations, geographic distribution of employees, and compensation practices and companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  134. CEO Pay Ratio

    | 77 | 2024 Proxy Statement | |

  135. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officers (“PEO 1” and “PEO 2” and, together, the “PEOs”) and non-PEO NEOs and Company performance for the fiscal years listed below. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis ” beginning on page 48.

  136. Pay Versus Performance (“PVP”) Table

    Pay Versus Performance (“PVP”) Table

  137. Pay Versus Performance (“PVP”) Table

    | 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 $100 Investment based on TSR (4) | Peer Group TSR (5) | Net Income (6) (7) | Free Cash Flow (7) (8) | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($ millions) | ($ millions) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 9,843,710 | 15,930,409 | (4,915,598) | 17,793,731 | 14,262,640 | 17,504,759 | 77.34 | 141.08 | 55 | 2,423 | | 2022 | 14,771,270 | — | 14,343,391 | — | 14,937,678 | 13,714,272 | 75.78 | 141.10 | 2,079 | 2,547 | | 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 |

  138. Pay Versus Performance (“PVP”) Table

    | (1) The dollar amounts reported in column “Summary Compensation Table Total for PEO 1” are the amounts of total compensation reported for Michael Goettler (who served as our CEO until April 1, 2023) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Summary Compensation Table on page 64. The doll ar amount re ported in column “Summary Compensation Table Total for PEO 2” is the amount of total compensation reported for Scott A. Smith (who has served as our CEO since April 1, 2023) for 2023 in the “Total” column of the Summary Compensation Table. The dollar amounts reported in column “Average Summary Compensation Table Total for non-PEO NEOs” represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEOs) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding the PEOs) included for purposes of calculating the average amounts for the years 2020-2022 are Sanjeev Narula, Rajiv Malik, Anthony Mauro and Robert J. Coury, and for 2023 are Sanjeev Narula, Rajiv Malik, Anthony Mauro, Brian Roman, and Robert J. Coury. |

  139. Pay Versus Performance (“PVP”) Table

    | (2) The amounts shown for compensation actually paid have been calculated in accordance with Item 402(v) of Regulation S-K (“Compensation Actually Paid”) 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. |

  140. Pay Versus Performance (“PVP”) Table

    | (3) In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to total compensation for each year to determine the compensation actually paid as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. |

  141. Pay Versus Performance (“PVP”) Table

    | | 2024 Proxy Statement | 78 |

  142. Reconciliation

    | | Summary Compensation Table Total for PEO 1 | Reported Value of Equity Awards for PEO 1 (a) | Equity Award Adjustments for PEO 1 (b) | Compensation Actually Paid to PEO 1 | | Year | ($) | ($) | ($) | ($) | | 2023 | 9,843,710 | — | (14,759,308) | (4,915,598) | | | Summary Compensation Table Total for PEO 2 | Reported Value of Equity Awards for PEO 2 (a) | Equity Award Adjustments for PEO 2 (b) | Compensation Actually Paid to PEO 2 | | Year | ($) | ($) | ($) | ($) | | 2023 | 15,930,409 | (11,200,008) | 13,063,330 | 17,793,731 | | | Average Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards for Non-PEO NEOs (a) | Average Equity Award Adjustments for Non-PEO NEOs (b) | Average Compensation Actually Paid to Non-PEO NEOs | | Year | ($) | ($) | ($) | ($) | | 2023 | 14,262,640 | (5,648,014) | 8,890,133 | 17,504,759 |

  143. NEOs Compensation Actually Paid and TSR

    NEOs Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the Peer Group TSR over the same period.

  144. NEOs Compensation Actually Paid and TSR

    | * $100 invested on November 16, 2020 in Company stock and in the Peer Group including reinvestment of dividends. |

  145. NEOs Compensation Actually Paid and TSR

    | 81 | 2024 Proxy Statement | |

  146. NEOs Compensation Actually Paid and Net Income

    NEOs Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and our Net Earnings (Loss) during the four most recently completed fiscal years.

  147. NEOs Compensation Actually Paid and Net Income

    | | 2024 Proxy Statement | 82 |

  148. NEOs Compensation Actually Paid and Free Cash Flow (as reported)

    NEOs Compensation Actually Paid and Free Cash Flow (as reported) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non -PEO NEOs, and our Free Cash Flow (as reported) during the four most recently completed fiscal years.