UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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VIATRIS INC.

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2022 Proxy Statement Annual Meeting of Shareholders

A Message from

The Executive Chairman of the Board

Dear Fellow Shareholders:

As Executive Chairman of Viatris, I am privileged to lead a Board of Directors that continues to relentlessly pursue our strategy of positioning our company for sustainability and growth for many years to come. From the very onset of the creation of Viatris in 2020, we laid out a clear two-phased strategic vision to build a company that we believe is uniquely positioned to provide broad access to high-quality, trusted medicines around the world.

In Phase 1 of our strategy, which is expected to be completed by the end of 2023, we have been focused on setting up our company for long-term sustainability and a return to growth. During this phase, we have focused on de-levering our balance sheet by paying down debt and returning capital to shareholders through the initiation of a dividend in 2021, which the Board increased by 9% in 2022, returning approximately $835 million to shareholders to date.

I am proud of the significant progress that we have made since the creation of Viatris, especially in this past year. In 2022, we continued our efforts to reshape our company, build for the future, and increase our financial flexibility, all while returning capital to shareholders and delivering on our stated financial commitments.

At our investor event in February 2022, the strategic actions that we are taking in preparation for Phase 2 were unveiled, anchored by a significant global reshaping initiative designed to unlock trapped value and provide the financial flexibility required to deliver on our vision. The company also announced that we entered into a strategic transaction with our longtime partner, Biocon Biologics, to create what we expect to be a vertically integrated global biosimilars leader, as well as potential plans to divest other select noncore assets to help reshape our Company for the future.

As of the end of the second quarter of this year, we have consistently met or exceeded our financial guidance and hit our financial and strategic targets despite meaningful external headwinds, all while maintaining our investment-grade credit rating, just one of the positives that we believe truly differentiates us from our peers and positions us well within a very tough and competitive industry. We believe that our efforts to fully diversify our business have paid off. One of the payoffs is a more stable business with better predictability. Maintaining an investment grade balance sheet puts us in a position to return substantial capital to shareholders while also continuing to invest in and grow our business.

Our foundation is extremely strong. Our business continues to generate strong cash flows, which has been our North Star and will remain key to our long-term financial strength. We have truly become a more balanced and diversified company spanning numerous geographies and therapeutic areas, while shifting our product portfolio mix towards more complex, higher-margin growth products and our overall business further away from dependency on the more volatile U.S market, while also streamlining our SG&A. All of these efforts will support our future robust pipeline of anticipated product launches. We are well positioned to complete our Phase 1 initiatives as planned and focus on returning our Company to growth in Phase 2, all while remaining highly committed to returning capital and value to our shareholders.

On behalf of our entire Board of Directors, we are proud of our continuing work to represent shareholder interests in this great Company and look forward to meeting with you at the 2022 Annual Meeting of Shareholders.

Sincerely,

Robert J. Coury

Executive Chairman of the Board

Viatris Inc.

A Message from

Our Chief Executive Officer

Dear Fellow Viatris Shareholders,

When Viatris was created in 2020, it was purposefully designed with diversification and resilience in mind. Our geographic and product diversity allow us to balance occasional headwinds in one part of the business with opportunities in others, resulting in consistent and predictable performance over time.

That design has served us well as we continued to establish a track record of consistent performance in 2021 and even now in 2022. We are continuing to deliver on our financial commitments, integrate our two companies, and make progress on the reshaping initiatives that we announced in February, to build a stronger and more-focused company in a rapidly changing world.

Delivering on our Financial Commitments

With the announcement of our second quarter 2022 results, we have now delivered our sixth consecutive quarter of strong financial performance. This strong performance has enabled us to continue to deliver on our financial commitments. Notably:

Enhancing our Pipeline

Our internal development engine continues to deliver key pipeline milestones which we believe positions us well in our move up the value chain. This includes the first FDA approval for generic Restasis^®, the first FDA approval for generic version of Symbicort^®, Breyna^™, the launch of Lenalidomide, the read out of positive top-line results from our once-monthly Glatiramer Acetate Depot Phase III trial and steadily progressing our new in-licensed ophthalmic program, MR-139, for the treatment of moderate to severe chronic Blepharitis.

As we look to the future, our goal is to leverage the proven scientific capabilities we have built over a number of years to create a durable and higher-margin portfolio of products. Our R&D platform continues to generate a steady stream of product candidates and contributes meaningfully to our top-line due to both our diversified geographic footprint as well as our diversified product portfolio. We intend to continue building the pipeline and focusing on products with greater complexity while also investing in the lifecycle management of certain key products in our current portfolio.

We also expect to expand further beyond our current scope into more innovative products, including NCEs and global 505(b)(2)s. While we intend to maintain our broad range of therapeutic areas, we have identified three core, global therapeutic areas–ophthalmology, gastrointestinal, dermatology—that we believe particularly fit our own internal capabilities while leveraging our global platform.

We are further enhancing our commercial and scientific capabilities as needed for this future portfolio. We intend to increase our R&D investment as well as inorganically grow via business development through our Global Healthcare Gateway^®, which we expect will further position us for growth.

Committing to Corporate Social Responsibility

We believe Corporate Social Responsibility (CSR) is fundamental to our mission and supports long-term shareholder value creation. We believe that we can help address some of the world’s most pressing challenges and that, by doing so, while managing inherent risks, we can be a relevant and trusted partner.

We were pleased to be recognized for our work and included on Newsweek’s America’s Most Responsible Companies 2022 list. And, for the second year in a row, we were named to Forbes’ World’s Best Employers 2022 list, ranked in the top 10% of the 800 companies who made the list.

To strengthen our commitment to sustainability, in 2022 we set initial company-wide goals in the areas of access, environment (including science-based climate targets) and diversity, equity & inclusion.

In closing, I want to recognize the extraordinary work by our colleagues. The key to our success has always been, and remains, our people. It is their courage, hard work and relentless dedication to our mission to empower people worldwide to live healthier at every stage of life by providing access to high-quality medicines that drives our success. I believe in our strategy and am confident in our ability to execute on it.

Thank you for your continued support of the work we do every day.

Important Meeting Information

If you plan to attend the 2022 Annual Meeting in person, you must register in advance. See the question titled “How can I attend the 2022 Annual Meeting?” on page A-2 for information about the location, format and how to register to attend the meeting.

For important information concerning the 2022 Annual Meeting, voting and other matters, please refer to Appendix A – Questions and Answers, beginning on page A-1.

By Order of the Viatris Inc. Board of Directors,

Burt Park

Chief Governance Counsel and Corporate Secretary

October 28, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE 2022 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 9, 2022.

The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2021

are available at www.proxydocs.com/VTRSV. Information on our website is

not considered part of this Proxy Statement.

Table of Contents

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The Breadth and Power of the Viatris Business Model

Company Snapshot

Our Mission

As a global pharmaceutical company that bridges the divide between generics and brands, Viatris Inc. (“Viatris” or the “Company”) is uniquely positioned in a world of evolving healthcare needs. We see healthcare not as it is, but as it should be, as we empower people worldwide to live healthier at every stage of life. We know that good health matters to everyone, everywhere. This universal truth is the inspiration behind our mission, and we believe that we are well-positioned to be a source of stability in a world of evolving healthcare needs.

We do so via:

Improving access to sustainable and high-quality healthcare is our relentless pursuit - one that rests on visionary thinking, determination and best-in-class capabilities that are strategically built to remove barriers across a broad spectrum of health, advancing access globally.

Viatris was designed with diversification and resilience in mind. We believe our combined geographic and product diversity allows us to balance occasional external headwinds in one part of the business with opportunities in others, which we expect will enable us to deliver consistent and predictable performance over time. Information not given as of a specific date is as of the date of this Proxy Statement.

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Global Reach

Our strong commercial infrastructure enables us to serve patients in every corner of the globe through retail and pharmacy establishments, wholesalers, governments, institutions, physicians and other customers.

We provide unparalleled reach across North America, Europe, the Asia Pacific region and emerging markets. Through our four reportable segments – Developed Markets, Emerging Markets, Japan, Australia and New Zealand (JANZ) and Greater China – we sold 80 billion doses of medicine in 2021 across more than 165 countries and territories.

Highly Diverse and Differentiated Portfolio

Our portfolio of products is diverse with capabilities that span multiple assets and includes:

Our products span more than 10 therapeutic areas, including cardiovascular, central nervous system and anesthesia, dermatology, diabetes and metabolism, gastroenterology, immunology, infectious disease, oncology, respiratory and allergy and women’s healthcare.

We believe our product diversity combined with our global scale, local approach and deep understanding of our markets allows for better access to customers and patients, further delivering on our mission.

Deep and Diverse Pipeline and Commercial Capabilities

Our pipeline of medicines is deep and diverse. Our broad, technical resources include 55 markets with in-country regulatory expertise. We are focused on pipeline investments to maintain complexity in our portfolio and continue moving up the value chain. We aim to leverage our capabilities to develop more complex and novel products that target gaps in patient care where others may not focus.

As we look to the future, we expect to aggressively look into opportunities to build a critical mass of new drugs submitted through the 505(b)(2) regulatory pathway and New Chemical Entities (NCE) around three key global therapeutic areas – ophthalmology, gastrointestinal and dermatology – that have been identified as part of our strategic plan to focus on in the future. In addition to the key therapeutic areas of ophthalmology, gastrointestinal and dermatology, we anticipate that our product pipeline will remain broad across therapeutic areas.

Quality and Safety

Our global operations are supported by quality systems, standards and processes which are designed to ensure product quality and patient safety. From product development to making or sourcing raw materials to producing

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finished dosage forms, every step of our development, manufacturing and monitoring processes is grounded in our commitment to good manufacturing practices and the quality and safety of our products.

Global Supply Network

We have a truly global and diverse supply network with local proximity. We hold strategic partnerships that complement and enhance our network capability and capacity, allowing us to have proximity to market and flexibility to meet customer needs.

We uphold:

Global Healthcare Gateway^®

As the world’s healthcare needs evolve, our Global Healthcare Gateway^® offers partners ready access to markets worldwide through our unmatched global infrastructure and expertise that connects people around the world to the high-quality medicines and health services they need.

This platform is powered by expert operational and commercial services with unparalleled reach, allowing our partners to expand their assets through our many strengths. This enables more medicines from across the industry to reach patients like never before.

Building upon our strong legacy in the development of value-added complex products and our extensive scientific capabilities, we believe we are well positioned to add more complex products and pursue additional opportunities to move up the value chain that we expect will further improve the sustainability of the business. By leveraging our Global Healthcare Gateway^®, we expect to further bolster our pipeline in the previously stated key therapeutic areas of ophthalmology, gastrointestinal and dermatology while maintaining our therapeutically broad portfolio.

Snapshot of 2022 Operational and Financial Highlights

The Company is delivering on its financial and strategic commitments and is making great progress on the reshaping initiatives announced earlier this year.

Here are some of the highlights from this year so far:

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Achieving success in our mission would not be possible without our hardworking, dedicated colleagues. As an employer of choice, our culture is performance-driven, highly engaging and inclusive. Ensuring the engagement of our approximately 37,000 colleagues located in more than 70 countries and investing in talent management, workplace health and safety, DE&I, and organizational excellence, keeps Viatris at the forefront of growth and performance.

Since our formation, Viatris has consistently executed against its overall operational priorities. Our strong operational performance continues to reflect the diversified business we have deliberately built. We are not dependent on one market or one product, which enables us to deliver on our plan while continuing to address unforeseen challenges. We remain agile and opportunistic in how we manage the business with the goal of maximizing the strengths of each market and our portfolio as a whole.

The resilience of this business model continues to withstand a very complex and dynamic environment. We have successfully navigated the cycles of COVID, integrated the cultures of our two legacy companies and learned new ways of working in a remote environment. Throughout it all, the strong performance of the business and execution of our underlying plan – focused on key products, key markets and consistent supply – gives us the confidence that our momentum will continue.

Our Commitment to Good Corporate Governance

Robust Shareholder Engagement

Our shareholder-centric model is rooted in the Company’s Board of Directors (“Board”) and management’s commitment to on-going, robust dialogue to discuss and solicit shareholder feedback on key strategic, operational, financial, governance, and executive compensation topics, and to address other topics of importance to shareholders. Since October 2021, we contacted approximately 25 of our largest shareholders representing approximately 45% of our outstanding shares, and met with 15 of our shareholders representing approximately 40% of the outstanding shares (in each case based on June 30, 2022 shareholder data). In these meetings, various members of our management and Board met with institutional investor executives, governance and stewardship team leads, and portfolio managers. Key topics discussed during those meetings included, among others, executive compensation, our long-term strategic plan, capital allocation, our product pipeline and environmental, social and governance (“ESG”) matters. In addition, we hosted an Investor Day in February 2022, where we provided significant detail about our business, outlook for 2022, and strategic steps as noted. Our leadership has met with the analyst community, participated in five investor conferences, and held direct shareholder discussions throughout the year.

The shareholder engagement meetings covered various topics of interest to shareholders, including strategy, financial performance, corporate governance, and the overall structure of our compensation program.

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Board Structure and Oversight

Viatris’ Board is firmly committed to robust oversight and good corporate governance, which is reflected in our designation of a strong Lead Independent Director/Vice Chairman who also serves on the Executive Committee pursuant to our governance documents (see pages 21 to 23).

In addition, we believe that Viatris’ incorporation in Delaware further supports our shareholder-centric model and is responsive to certain shareholder discussions prior to the closing of the transaction pursuant to which Mylan N.V. (“Mylan”) combined with Pfizer’s Upjohn business in a Reverse Morris Trust transaction to form Viatris on November 16, 2020 (the “Combination”). Our corporate governance structure includes, among other things:

For additional information regarding Board governance and oversight, please see pages 21 to 31.

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Our Performance-Driven Compensation Program

The Board is committed to a transparent, performance-oriented, and shareholder-aligned executive compensation program. We link performance pay to important metrics that measure profitability, the health of our product pipeline, capital productivity, our ability to cover debt obligations, and relative share performance compared to our peers. The Viatris compensation program for 2021, 2022 and beyond is highly performance-based and aligned with shareholders.

Our streamlined compensation program was developed to incentivize achievement of our strategic goals, support the short- and longer-term needs of the Company to meet those goals and help ensure long-term sustainability, meet the competition for executive talent, consider perspectives of shareholders relating to prior compensation programs, and focus on shareholder value creation.

Please see “2021 Performance-Based Compensation Program” on pages 48 to 50.

Sustainability

We are committed to advancing sustainable and responsible operations, and we strive to make a positive impact through leadership, cross-functional relationships and transparent reporting. By partnering with stakeholders around the globe, we are helping to address some of society’s most pressing challenges recognizing that our actions affect our stakeholders and the communities we serve.

The key areas we focus on are:

To strengthen our commitment to sustainability, in 2022, we set initial companywide goals in the areas of access, environment (climate, water and waste) and DE&I. Our climate goals are science-based and have been submitted to the Science Based Target Initiative (SBTi) for validation.

Corporate Social Responsibility

CSR is at the core of our business and our purpose. We believe that companies can be a force for good, that we can help address some of the world’s most pressing challenges and that by doing so, we can be a relevant and trusted partner. We share the belief of the investor community in the importance of CSR as an element of good corporate governance and that managing key CSR issues and inherent risks are fundamental to our mission and supports long-term shareholder value creation.

Viatris’ Board oversees management’s efforts with respect to CSR efforts and programs through its Risk Oversight Committee. The Head of Corporate Affairs reports directly to the Chief Executive Officer (“CEO”) and, together with the Head of the CSR Development and Operations, reports quarterly to the Risk Oversight Committee. Viatris’ CSR function operates as a center of excellence within the Corporate Affairs leadership team and helps drive the strategic and operational development of CSR across the Company.

A multifunctional CSR Advisory Committee comprised of global leaders convenes monthly and supports the progress and integration of relevant CSR topics. Additional monthly and quarterly structured forums, addressing areas of focus with regards to CSR and sustainability for specific key functions, complement the advisory committee.

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To learn more about our Sustainability/CSR work, we encourage you to read our 2021 Global Sustainability Report². The report sets forth Viatris’ work on important ESG matters and introduces our goals and efforts to further advance sustainable and responsible operations. As recognition for our work in this area, Viatris was included on Newsweek’s America’s Most Responsible Companies 2022 list and Forbes’ World’s Best Employers 2021 and 2022 lists.

We report on our systematic efforts and progress across key areas, including:

Access and Global Health

Working to ensure sustainable access to medicine and empowering people worldwide to live healthier at every stage of life requires a multipronged approach that includes a global, diversified and reliable supply of medicine delivered via a broad and differentiated portfolio across geographies, policy solutions that remove barriers to medicine and care, greater regulatory harmony, disease awareness among patients and healthcare providers, and strong partnerships that address local patient needs while strengthening global health.

We are committed to deploying our unique and vertically integrated platform and portfolio of more than 1,400 approved molecules to establish sustainable access to high-quality medicine and help to address some of the world’s most pressing health challenges, including:

Employee Well-Being

We are committed to ensuring that Viatris is a place where employees are safe and well, can find a purpose and make an impact in the world. Our goal is to continue to foster an engaging, inclusive, and rewarding work environment, with a continued emphasis on employee health and safety and well-being.

Our health and well-being offerings for colleagues focus on the physical, emotional, financial and social aspects of well-being. Sites around the world offer a range of benefits, including wellness programs, education incentives and retirement savings plans to help colleagues and their families live a healthy lifestyle. Colleagues are encouraged to take advantage of health screenings and flu and COVID-19 vaccinations available on-site or with local healthcare providers.

As many colleagues’ personal lives have been affected by the pandemic over the past few years, many sites implemented measures to support mental health, including sessions on mindfulness, preventing burnout, nutrition and physical activity. We provided employee assistance programs across many locations and offered employees support via internal and external resources where these programs were not available.

To promote wellness, Viatris hosted the Walk Around the World during Impact Week, a celebration in November 2021 of our one-year anniversary in which we recognized the impact we make on patients, colleagues and communities worldwide. More than 3,400 colleagues from 35 countries walked to support our mission. Colleagues collectively walked more than 73,000 miles over a two-week period. In recognition of their efforts, Viatris made a $100,000 donation to our long-term partner Direct Relief, an organization that works in the U.S. and internationally to expand access to medicine and healthcare by equipping doctors and nurses with lifesaving medical resources.

Engagement, Diversity, Equity and Inclusion

Organizational culture is at the heart of every company. To meet business needs and retain talent, we are creating a culture in which each of us feels encouraged to reach our full potential — The Viatris Way. In 2022 we launched our

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Company expectations for employees, to guide us as we continue our work to achieve our goals. We have quarterly global town halls with Q&A sessions to communicate frequently and with transparency, and to enhance leadership and employee engagement. In 2022, we performed Viatris’ initial global employee engagement survey with an 89% participation rate. The results will help guide our priorities for enhancing the employee experience and retaining talent.

DE&I are essential to our mission. We seek to understand and embrace what makes individuals and their circumstances unique and believe that recognition is fundamental to our success. We look to affirm the importance of diversity, equity, and inclusion, for all employees and to create a positive, productive work environment. Among other initiatives:

Environmental Stewardship

We are committed to minimizing our impact on the environment while safeguarding a reliable supply of medicine. Our commitment entails systematic and continuous work to identify opportunities to support our goals. We have a global integrated approach to managing our use of water, impact on and from climate change, energy efficiency, waste reduction and air emissions.

Internally, we have several environmental initiatives ongoing, including efficiency, renewable energy and water and waste management.

In addition to setting science-based climate targets and submitting them to the SBTi for review and approval, we have conducted a climate scenario analysis, a key recommendation of the Task Force on Climate-Related Financial Disclosure (TCFD). The analysis is global in scope and helps us to continue to understand the risk and uncertainties in different hypothetical scenarios.

We remain engaged in promoting environmentally responsible manufacturing, including through the continued adoption of the Common Antibiotic Manufacturing Framework in our operations and in the external supply chain. Furthermore, we are leveraging our membership in the Pharmaceutical Supply Chains Initiative (PSCI) in external supplier sustainability engagement.

Community Engagement

We seek to foster healthy communities around the world by supporting education, health and disease awareness efforts that, in particular, promote empowering patients and creating access to care. We work via in-kind and monetary donations, volunteering our time and talents and engaging with partners to find solutions. Our work addresses common global themes and leverages our capabilities, while addressing unique local needs. In 2021 and 2022 our work has included supporting the needs from the ongoing COVID-19 pandemic, extreme weather, and the war in Ukraine.

COVID Responsiveness

As the COVID-19 pandemic continues to challenge patients, healthcare systems and governments worldwide, we remain committed to doing our part to support public health and community needs. The COVID-19 pandemic brought employee expectations and preferences for greater flexibility into focus, and we have issued principles in support of hybrid-remote work to guide the development of local policies where possible.

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Our efforts include:

Helping Communities in Urgent Need

We are committed to helping communities around the world where needs are great. As a global healthcare company, our priorities during the humanitarian crisis due to the war in Ukraine have been protecting the safety and wellbeing of our colleagues, supporting impacted communities and doing our best to ensure access to essential medicines. To support affected communities, we have been working with partners such as Direct Relief, UNAIDS and World Central Kitchen to respond to various needs, including supporting medical relief shipments and access to food in Ukraine for refugees fleeing the crisis.

Business partnerships, memberships, and philanthropic collaborations help us reach patients and communities worldwide.

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Viatris’ Board of Directors

Board Overview

The Board and the Governance and Nominating Committee believe that each of our Directors possesses the qualifications, experience, judgment, leadership, and business skills necessary to provide robust oversight of the Company in the complex and evolving healthcare environment in which we operate.

As discussed on pages 27 and 31 to 32 and as set forth in our Corporate Governance Principles, the Board seeks to identify a diverse talent pool of qualified candidates for consideration as part of the Board’s refreshment and succession planning. The Board also seeks to combine the skills and experience of its long-standing Board members with fresh perspectives, insights, skills and experiences of new members. To help further these goals, the Board has adopted a Diversity and Inclusion Policy, which is available on our website at https://www.viatris.com/en/About-Us/Corporate-Governance³. The policy formalizes the Board’s ongoing commitment to fostering a culture of inclusion and seeking, supporting, valuing and leveraging diversity in the Board’s composition, among other characteristics that the Board believes serve the best interests of the Company and our stakeholders. The Board also continuously reviews and assesses its composition through, among other things, its annual board and committee self-evaluation process. For more information about the annual board and committee self-evaluation process, see “Annual Board and Committee Self-Evaluations” on page 28.

The Board believes our Directors represent diverse viewpoints and that the personal backgrounds and qualifications of our Directors, considered as a group provide a composite mix of experience, knowledge and abilities and reflect the Board’s commitment to fostering principles of experience, integrity, inclusion and mutual respect. The Board has three women members and three of our Board committees are chaired by women (Compensation; Finance; and Governance and Nominating). Our Directors also include one individual that self-identifies as African American or Black, one individual that self-identifies as Asian, and two individuals who self-identify as Two or More Races or Ethnicities, in each case as such terms as defined in Nasdaq’s Board Diversity Matrix Instructions.

The following chart highlights certain of our Directors’ key skills and experience and you will find symbols representing key skills and experience applicable to each Director set forth in his or her biography. A summary of the importance of each key skill and experience is also noted. Our Board Diversity Matrix follows this key skills and experience chart. As discussed in “How Our Directors Are Selected and Evaluated” beginning on page 31 of this Proxy Statement, our Directors’ key skills and experience and diversity are among the factors considered by the Governance and Nominating Committee in nominating director candidates.

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Board Diversity Matrix

The following board diversity matrix presents the annual disclosure of information on Directors’ voluntary self-identified characteristics in accordance with applicable NASDAQ listing standards. As detailed in the below matrix, the Company has one Director who self-identifies as African American or Black, one Director who self-identifies as Asian and two directors who self-identify as White and Asian and are also included in the Two or More Races or Ethnicities categories.

The following pages provide additional background information on each of our Directors.

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Item 1

Election of Directors

The first item for consideration at the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) is the election of four Class II Director nominees. The Board has, upon the recommendation of our Governance and Nominating Committee, nominated each of our current Class II Directors, W. Don Cornwell, Harry A. Korman, Rajiv Malik, and Richard A. Mark (the “Nominees”) for re-election as Class II Directors at our 2022 Annual Meeting. If re-elected, each Nominee will serve as a Director until our 2023 annual meeting of shareholders and until his successor is duly elected and qualified, or until his earlier death, resignation, removal or retirement. For more information on Viatris’ current Board structure and the automatic sunset of its classified board, see “How Our Board Governs and Is Governed—Viatris’ Board Structure” beginning on page 21.

The Board and the Governance and Nominating Committee have carefully evaluated the experience, structure, culture, diversity, operation, interactions, collaboration, and performance of the full Board; the talents, expertise, and contributions of individual Directors, including the Nominees; the Board’s leadership; the integration and evolution of the Company; the Board’s critical role in governance, risk oversight, and continuing to develop and lead the strategic direction of the Company; the Board’s ability to respond to the continued change and disruption in the healthcare industry; anticipated future opportunities and challenges facing the Company; and the Board’s ongoing commitment to ensuring shareholder value creation and long-term sustainability to the benefit of shareholders and other stakeholders. Based on these considerations, among others, Viatris’ Board recommends a vote “FOR” the election of each of the Nominees.

The Board’s general criteria for nomination to the Board are set forth in “How Our Directors Are Selected and Evaluated” beginning on page 31.

Information about each Nominee’s specific experience, qualifications, attributes or skills that led the Board to conclude that he should be re-elected as a Class II Director is set forth below on pages 14 to 15. Each Nominee is currently on Viatris’ Board and each has consented to act as a Director if elected at the 2022 Annual Meeting.

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Class II Directors Nominated for Election at the 2022 Annual Meeting

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Directors Whose Terms Expire in 2023

Set forth below is information regarding each continuing Director and information about his or her specific experience, qualifications, attributes or skills that led the Board to conclude that he or she should serve as a Director of the Company.

Class I Directors

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Class III Directors

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Director Independence

Viatris’ Board has determined that Mr. Cornwell, Ms. Dillon, Mr. Dimick, Ms. Higgins, Mr. Kilts, Mr. Korman, Mr. Mark, Mr. Parrish, and Ms. van der Meer Mohr are independent Directors under the applicable NASDAQ listing rules. In making these determinations, the Board considered, with respect to Mr. Cornwell’s independence, that Mr. Cornwell’s son is a partner of PJT Partners (“PJT”), which served as a financial advisor to Mylan in connection with the Combination; PJT also served as Viatris’ financial advisor in connection with the pending transaction between Viatris and Biocon Biologics (“Biocon Biologics”), a majority owned subsidiary of Biocon Limited, pursuant to which Viatris will contribute its biosimilar portfolio to Biocon Biologics (“Biocon Biologics Transaction”). Mr. Cornwell’s son was not involved in PJT’s work related to either the Combination or the Biocon Biologics Transaction. With respect to Mr. Korman’s independence, the Board considered (a) Mr. Korman’s past employment by Mylan Inc. from 1996 through July 2014 and his prior consulting services for Mylan Inc. from July 2014 to July 1, 2015 and (b) that Mr. Korman’s son had a paid internship with a Mylan subsidiary during the summer of 2019. With respect to Mr. Mark, the Board considered his prior service as a partner at Deloitte, Viatris’ independent registered public accounting firm. The Board determined that any such past arrangements, transactions or relationships would not interfere with the exercise of independent judgment by Mr. Cornwell, Mr. Korman or Mr. Mark in carrying out his respective responsibilities as a Director of Viatris.

Messrs. Coury, Goettler, Malik, and Read are not independent Directors under applicable NASDAQ listing rules.

How Our Board Governs and Is Governed

Viatris’ Board Structure

As set forth in our Amended and Restated Bylaws (the “Bylaws”), the Company has a majority vote standard for director elections in the event of an uncontested election and a plurality standard in the event of a contested election. The Bylaws also provide that if a nominee for Director who is an incumbent is not elected and no successor has been elected at such meeting, the Director shall promptly tender his or her irrevocable resignation to the Board, such resignation to be effective upon acceptance by the Board.

In connection with the Combination, Mylan and Pfizer agreed that the Viatris Board would be classified for three years with respect to the time for which Directors hold office (designated as Class I, Class II and Class III). The first term of office of the Class I Directors expired as of the date of the 2021 annual meeting of shareholders (the “2021 Annual Meeting”). At the 2021 Annual Meeting, each Class I Director was re-elected to serve as a Director until the Company’s 2023 annual meeting of shareholders. The first term of office of the Class II Directors expires as of the date of the 2022 Annual Meeting and the first term of office of the Class III Directors expires as of the date of the 2023 annual meeting of shareholders. At the 2022 Annual Meeting, the Class II Directors are being submitted for election for a term of office to expire at the 2023 annual meeting of shareholders. Commencing with the 2023 annual meeting of shareholders and at all subsequent annual meetings of shareholders, all Directors will be submitted for election at each annual meeting of shareholders. Neil Dimick, Michael Goettler, Ian Read, and Pauline van der Meer Mohr are in Class I; W. Don Cornwell, Harry A. Korman, Rajiv Malik, and Richard A. Mark are in Class II; and Robert J. Coury, JoEllen Lyons Dillon, Melina Higgins, James M. Kilts, and Mark W. Parrish are in Class III. In addition, the parties to the Combination determined prior to closing that the Viatris Board would consist of 13 members as of the closing of the Combination: Robert J. Coury, Michael Goettler, three persons designated by Pfizer (W. Don Cornwell, James M. Kilts and Ian Read) and eight persons designated by Mylan (the other current Directors of the Company).

The members of the Board collectively have expertise in developing and overseeing strategies in the context of a complex and rapidly changing environment, as well as a deep understanding of the management team and culture of the Company, our global platforms, the healthcare systems in which we operate, and the opportunities and challenges facing the Company around the world. Our Board members have key skills and experience including with respect to CEO experience and public company management; corporate governance and CSR; finance, accounting and capital markets; global business experience; healthcare industry; human capital management, including but not limited to diversity, equity and inclusion; information security; legal and regulatory oversight; risk oversight and compliance; and strategy and M&A, among many other areas. We are confident that the collective experience and expertise of our Directors enables the Board to effectively guide and oversee the management team.

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The Board believes it should have the flexibility to select the structure of Board leadership best suited to meet the needs of the Company and our shareholders, including based on the particular opportunities, circumstances, or challenges confronting the Board and the Company at any given time. Accordingly, our governance documents provide the Board with the flexibility to select the most appropriate Board leadership structure. This flexibility benefits the Company and its shareholders because the Board is best positioned to evaluate the optimal leadership structure for the Company based upon the Company’s leadership team, strategy, challenges, and opportunities over time.

Considering the current opportunities and circumstances facing the Company, including but not limited to, the current economic environment, the Company’s focus on integrating the Mylan and Upjohn businesses, and the continuing development and execution of our previously announced global reshaping initiative, the Board has determined that its current leadership structure — which separates the Executive Chairman, Lead Independent Director and Vice Chairman, CEO, and President roles, along with a strong, independent majority of Directors — enables it to best oversee and empower the management team and is optimal for Viatris and its shareholders and other stakeholders.

In particular, the Board believes that its current leadership structure – which separates the CEO and Chairman positions — enables our Executive Chairman to lead the Board and oversee the strategic direction of the Company in collaboration with executive management, and our Chief Executive Officer to lead the overall operation of the Company and execute on the Company’s strategy. For instance, among other things, the Executive Chairman leads Company strategy on certain highly complex matters and strategic initiatives, including significant M&A activity, management and development of senior executives, and engagement with shareholders and other key stakeholders, and our CEO is tasked with building and enhancing the Company’s commercial excellence and executing on its strategy to increase access to medicines and services through the Global Healthcare Gateway®. The Board also believes that the current separation of the Chairman and Chief Executive Officer roles provides a clear delineation of responsibilities for each position and fosters greater accountability of management, which is particularly critical given our focus on integration, execution and results, and our reshaping initiatives, while the Lead Independent Director provides leadership for independent oversight of management and the Company. The Board further believes it is valuable for Mr. Coury to serve as Executive Chairman because his familiarity with and knowledge of our Company and business is unmatched. With over 20 years of experience at Mylan and now Viatris, Mr. Coury is uniquely positioned to lead the Board and oversee the Company’s strategic direction in collaboration with the Board and executive management. In particular, the Board strongly believes that the separation of the Chairman and Chief Executive Officer roles has played, and continues to play, a vital role in the significant progress we have made in integrating Upjohn and Mylan, including capturing approximately $500 million in cost synergies in 2021 and remaining on track to both exit the remaining Pfizer TSAs by the end of the year and to realize at least $1 billion of cost synergies by the end of 2023.

Our current Board leadership structure is designed to meet the unique business needs of the Company and to build on the strengths of our Board. Since the Chairman of the Board currently is not an independent Director, the Corporate Governance Guidelines require the independent Directors to select a Lead Independent Director who also serves as Vice Chairman and is vested with the significant responsibilities set forth below. Mr. Parrish is the Lead Independent Director and Vice Chairman of the Board, with key areas of expertise and experience (including, among others, public company management, corporate governance, the healthcare industry, human capital management including, but not limited to oversight of diversity, equity and inclusion, global business, information security, risk oversight, and strategy and M&A) that help enhance the Board’s oversight of the management team and the Company.

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The Board and independent Directors have elected, upon the recommendation of the Governance and Nominating Committee, the Executive Chairman and Lead Independent Director, respectively. As part of its 2021 annual self-evaluation, Directors expressed that the Lead Independent Director and Executive Chairman continue to work well together and in doing so provide strong leadership to the Board and the Company.

The Board has also adopted the corporate governance policies and practices set forth below that promote a strong and effective Board that provides independent oversight.

Among the factors that demonstrate the Board’s commitment to good governance practices and enable it to provide highly effective oversight and direction are:

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Meetings of Viatris’ Board

Viatris’ Board met nine times in 2021. In addition to meetings of the Board, Directors attended meetings of individual Board committees of which they were members, and all Directors attended greater than 75% of the aggregate of Viatris Board meetings and meetings of the committees of which they were a member in 2021. From January 1, 2022 to October 24, 2022, the Viatris Board met five (5) times: all Directors attended more than 75% of the aggregate of Viatris Board meetings and meetings of the committees of which they were a member in 2022 through such date.

Viatris’ Corporate Governance Principles require the independent Directors of the Board to meet in separate executive sessions periodically, and at least twice annually, during regularly scheduled meetings of the Board. The independent Directors of the Board met two (2) times in executive session in 2021 and four (4) times between January 1, 2022 and October 24, 2022, with Mr. Parrish presiding at those executive sessions.

Pursuant to our Corporate Governance Principles, Directors are expected to attend the annual meeting of shareholders of the Company, where practicable. Twelve members of the Board attended the 2021 Annual Meeting either in person or via remote communication (pursuant to which they were available to answer questions).

Meetings of Viatris Board Committees

The committees of the Viatris Board include the Audit Committee, the Compensation Committee, the Compliance Committee, the Executive Committee, the Finance Committee, the Governance and Nominating Committee, the Risk Oversight Committee, and the Science and Technology Committee. Each committee operates pursuant to a written charter, a current copy of which, along with our Amended and Restated Certificate of Incorporation, Bylaws, and Corporate Governance Principles, is available on Viatris’ website at https://www.viatris.com/en/About-Us/Corporate-Governance.

All members of the Audit, Compensation, Finance, Governance and Nominating, and Risk Oversight Committees, and a majority of the members of the Compliance Committee, are independent Directors, as defined in the applicable NASDAQ listing rules and applicable SEC rules, and all members of each of these committees are “Non-Employee Directors”. Board approval of any Director appointment to the Audit, Compensation, Compliance, Governance and Nominating, and Risk Oversight Committees must include at least a majority of the independent Directors. The Viatris Board has determined that Mr. Dimick, the Chair of the Audit Committee, is an “audit committee financial expert”, as that term is defined in the rules of the SEC.

Information regarding each of the committees is provided on the following pages, and pages 29 to 31 provide additional discussion of committee responsibilities with respect to risk oversight.

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The table below provides the current membership (as of the date of this Proxy Statement) and meeting information for 2021 and 2022 (through October 24, 2022) for each Viatris Board committee held during each such period. In 2021, the committees collectively held 39 meetings and in 2022, the committees collectively held 25 meetings through October 24, 2022.

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Succession Planning and Board Refreshment

Viatris’ Board, with the support of the Governance and Nominating Committee, seeks to identify a diverse talent pool of qualified candidates for consideration as part of the Board’s refreshment and succession planning. The Board also seeks to combine the skills and experience of its long-standing Board members with fresh perspectives, insights, skills, and experiences of new members in support of its belief that it is important for Directors to represent diverse viewpoints and, further, that the personal backgrounds and qualifications of the Directors, considered as a group, should provide a composite mix of experience, knowledge and abilities. The Board is committed to fostering a culture of integrity, inclusion, dignity and mutual respect.

Viatris’ Board and Governance and Nominating Committee evaluate Board composition with respect to, among other matters, director independence, skills, experience, expertise, diversity, and other factors to ensure that the Board remains well-qualified to provide effective oversight of the Company and management. The Board and the Governance and Nominating Committee consider Viatris’ strategy, performance, operations, relevant industry and market conditions, and current and anticipated needs in terms of particular areas of experience and expertise (e.g., risk oversight, industry, science), among many other factors, to inform these refreshment practices and decisions. As we continue to evaluate Board composition, we also work to establish a pool of qualified potential candidates to support our continued refreshment efforts.

Reflecting the critical importance of senior leadership to the success of the Company and its overall business strategy, our Corporate Governance Principles provide that the Board will work with senior management to ensure that effective plans are in place for management succession. The Board’s goal is to have a long-term and continuous program for effective senior leadership and succession as well as to have contingency plans in place for emergencies such as departure, death, or disability. The Board discusses succession planning regularly at scheduled meetings, including in executive session, as appropriate. These succession planning activities have been and may continue to be supported by independent third-party consultants.

Viatris’ Board recently adopted a Diversity and Inclusion Policy, which formalizes the Board’s ongoing commitment to fostering a culture of inclusion and seeking, supporting, valuing and leveraging diversity in the Board’s composition, including a mix of nationalities, ethnicities, races, ages, and/or genders and seeking a diverse talent pool of Director candidates when considering the Board’s refreshment and succession planning. The Board, in seeking candidates, reviews the principles of the policy and also asks its supporting search firms to provide candidates consistent with those principles.

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that is well-positioned to compete in today’s environment. The Company expects to enter into additional transactions that will similarly maximize the value of other assets. With the continued guidance of the Board, Viatris expects to continue to evolve its operating model, removing inefficiency and complexity within its portfolio and simplifying the organization and reducing execution risk.

Build a More Durable, Higher-Margin Portfolio

Viatris believes that the financial flexibility achieved from unlocking value through the divestment of other select assets will enable the Company to build a more durable higher-margin and broad portfolio characterized by additional investments in 505(b)(2)s and new chemical entities, globally defined key therapeutic areas (ophthalmology, gastrointestinal, and dermatology), and enhanced commercial and scientific capabilities.

Enhance Financial Flexibility

Viatris believes its unlocking of value will further enhance the Company’s financial flexibility by enabling the Company to accelerate deleveraging, to return capital to shareholders through the potential for share repurchases and further dividend growth and to evaluate incremental development investments in the future, along with engaging in targeted business development activities.

Risk Oversight

Viatris operates in a complex and rapidly changing environment that involves many potential risks. In addition to general market, industry, R&D, supply chain, political, and economic risks, the Company faces potential risks related to, among others, the integration of Mylan and Upjohn; our ongoing global restructuring initiatives; the pending Biocon Biologics Transaction; information technology and cybersecurity; data privacy; financial controls and reporting; manufacturing and quality; legal, regulatory and compliance requirements and developments; finance; the global nature of our operations; human capital management and retention; environmental and social responsibility; and product portfolio and commercialization, among others. As a company committed to operating ethically and with integrity, we proactively seek to manage and, where possible, mitigate risks to help ensure compliance with applicable rules and regulations, maintain integrity and continuity in our operations and business, including in support of achieving strategic priorities, long-term financial and operational performance, protect our assets (financial, intellectual property, and information, among others), and enhance shareholder and other stakeholder value. Risk management is an enterprise-wide objective subject to oversight by the Board and its committees.

It is the responsibility of Viatris’ management and employees to identify material risks to our business and to implement and administer risk management and mitigation processes and programs, while also maintaining reasonable flexibility in how we operate. To further embed risk management and compliance into our culture, Viatris has a robust global corporate compliance program, implements comprehensive policies and procedures, trains employees on how to implement and comply with them, and maintains an extensive program of oversight and audit to help ensure compliance and appropriate enterprise risk management.

The Board, in turn, directly or through its committees, oversees the implementation of risk management and mitigation processes. The Board and its committees rigorously review with management the risk management program and discuss risk assessment matters at least quarterly, as well as during the Board’s annual budget review and approval process. Each of our committees has full access to officers and employees of the Company, and our Board and committees also meet without members of management present.

The Board also has approved a Code of Business Conduct and Ethics, Code of Ethics for Chief Executive Officer, Chief Financial Officer and Corporate Controller, and other related policies to help manage and mitigate risk globally.

Board Committees’ Role in Risk Oversight

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The Board’s Role in CSR Oversight

Viatris’ Board of Directors oversees management’s efforts with respect to CSR through its Risk Oversight Committee. The CSR function operates as a center of excellence within the Viatris Corporate Affairs leadership team. The Head of CSR Development and Operations drives the strategic and operational development of CSR across the Company together with key partners. The Head of Corporate Affairs and the Head of CSR Development and Operations communicate quarterly with the Board on CSR matters through the Risk Oversight Committee and on an annual basis the Risk Oversight Committee reviews progress with the Head of Corporate Affairs on CSR-related matters that have been discussed with the Board to confirm the Company is tracking its priorities in this area.

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The Board’s and its Committees’ Role in Cybersecurity Oversight

The Risk Oversight Committee receives reports, including with respect to related risks, risk management, and relevant legislative, regulatory, and technical developments, from senior management on data security, cybersecurity and information security-related matters on at least a quarterly basis. On a biannual basis, the Risk Oversight Committee and chairs of each other Committee of the Board receive an information security update from the Company’s Chief Information Officer and Chief Information Security Officer. The full Board receives a report out on these discussions from the chair of the Risk Oversight Committee each quarter.

Board Education

The Governance and Nominating Committee is responsible for overseeing and annually reviewing Director orientation and continuing education programs, including educational seminars, presentations, conferences and other Director education programs and opportunities presented by external and internal resources, on matters that may relate to, among other topics: compensation, compliance, governance, board process, risk oversight, audit and accounting, regulatory and other current issues. Directors also may elect to attend additional third-party educational events. The Company reimburses Directors for costs associated with any related seminars and conferences, including travel expenses.

How Our Directors Are Selected and Evaluated

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 Nominating 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:

In addition to the criteria set forth above, and any others the Governance and Nominating 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 Nominating 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 Nominating 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-7. The Committee’s evaluation process does not vary based on whether a candidate is recommended by a shareholder.

As appropriate, the Governance and Nominating Committee will review publicly available information regarding a potential candidate, request information from the candidate, review the candidate’s experience and qualifications,

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including in light of any other candidates the Governance and Nominating Committee might be considering, and conduct, together with other members of Viatris’ Board, one or more interviews with the candidate. Governance and Nominating 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.

Certain Relationships and Related Transactions

Based on a review of any transactions between Viatris and its Directors and executive officers, their immediate family members, and their affiliated entities, Viatris has determined that since the beginning of 2021, it was or is to be a participant in the following transactions in which the amount involved exceeds $120,000 and in which any of Viatris’ Directors, executive officers, or greater than five percent shareholders, or any of their immediate family members, had or will have a direct or indirect material interest:

The Coury Firm LLC (together with its predecessors, “TCF”) provides certain services to Viatris and its subsidiaries pursuant to a contract between Mylan Inc., a subsidiary of Viatris, and TCF. The principals of TCF are brothers and a son of Robert J. Coury, Executive Chairman, and TCF is beneficially owned by brothers and trusts on behalf of brothers and children of Mr. Coury. TCF is in the business of providing strategic corporate benefits advice and services, among others. Since approximately 1995, TCF and, in the past, other affiliated entities of TCF, served as the broker in connection with several of Mylan’s and, since the closing of the Combination, Viatris’ employee benefit programs. Commencing on September 1, 2020, the parties extended their agreement through December 31, 2023 on substantially the same terms as their prior arrangement, which included a fixed base fee of $37,500 per month to be paid by Mylan to TCF, corresponding to the term of agreements negotiated with certain benefit plan carriers and capping payments over that time period. However, where required by law, TCF will continue to receive commissions directly from certain other benefit plan carriers, and in 2021 and through September 30, 2022, received payments totaling approximately $310,000 in commissions for these services directly from the insurance carriers (including payments for 2020 business paid in 2021).

Angela Campbell, Mr. Campbell’s spouse and herself a related person of Viatris, held roles of increasing responsibility at Mylan Inc. since June 2007 and is currently serving as Head of Operations Strategic Initiatives at Viatris. Ms. Campbell earned approximately $340,000 in compensation from Viatris in 2021 (consisting of base salary, an annual short-term incentive bonus, amounts realized from the exercise or vesting of long-term incentive awards and miscellaneous other benefits) and her compensation in 2022 is expected to be approximately $360,000 (consisting of base salary, an annual short-term incentive bonus, amounts realized from the exercise or vesting of long-term incentive awards and miscellaneous other benefits).

Mr. Malik is an executive officer of the Company and was party to an employment agreement with Mylan Inc., which contained standard indemnification provisions, and is currently party to a standard indemnification agreement with the Company. The Company has made payments to counsel to Mr. Malik of approximately $1.6 million from January 1, 2021 through September 30, 2022 for services provided to Mr. Malik in connection with certain previously disclosed drug pricing matters. The Company anticipates making additional payments of approximately $180,000 in 2022 for ongoing services to be provided to Mr. Malik in connection with such matters. Viatris anticipates additional payment, repayment or advancement of these and other expenses during the pendency of these matters and anticipates that it will make payments for any such claims.

Viatris has a written related party transactions policy that establishes guidelines for reviewing and approving, as appropriate, transactions involving any Director, nominee for Director, “officer” (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (“Section 16 Officer”), person known by the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities, or person known by the Company to be an immediate family member of any such person in which (1) the amount involved will or may be expected to exceed $100,000; (2) Viatris or an affiliate of Viatris is or will be a participant; and (3) any related party has or will have a direct or indirect material interest. The Board also annually reviews certain relationships and related party transactions as part of its assessment of each Director’s independence.

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How Directors Are Compensated

Non-Employee Director Compensation for 2021

The following table sets forth information concerning the compensation earned by Viatris’ Non-Employee Directors for 2021. Directors who are employees of Viatris (Messrs. Coury, Goettler, and Malik) receive no compensation for their Board service. A discussion of the elements of Non-Employee Director compensation follows the table.

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 peer group (see pages 49 to 50), and input received from the Compensation Committee’s consultant regarding market practices for Director compensation. Any changes to Director compensation are approved by the Compensation Committee and the independent Directors.

Director Compensation Structure for 2022

In March 2022, the Compensation Committee and the independent Directors approved the following Non-Employee Director compensation structure effective as of January 2022:

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

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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. Legacy Mylan directors also are eligible to receive tax-equalization payments for incremental tax liabilities, if any, incurred as a result of attendance at Mylan board meetings held outside the U.S. prior to the Combination.

Non-Employee Director Share Ownership Guidelines

Effective January 1, 2021, the Board adopted revised share ownership guidelines for Non-Employee Directors, requiring each to hold common stock valued at five times the amount of their annual cash retainer, excluding any cash retainer paid for committee service. Each Non-Employee Director has five years from his or her start date to attain compliance. These guidelines further demonstrate alignment of Viatris Directors’ interests with shareholders’ interests for the duration of their Board service. Common stock actually owned by the Non-Employee Director as well as restricted shares and unvested RSUs (including corresponding DEUs) count toward compliance with these requirements.

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Security Ownership

Security Ownership of Directors, Nominees, NEOs and Executive Officers

The following table sets forth information regarding the beneficial ownership of common stock of Viatris Inc. as of October 24, 2022 by (i) each Viatris Director (including nominees for Director), (ii) each named executive officer (“NEO”), and (iii) all Directors and executive officers of Viatris Inc. as a group (based on 1,212,668,761 shares of common stock of Viatris Inc. outstanding as of such date). For purposes of this table, and in accordance with the rules of the SEC, shares are considered “beneficially owned” if the person, directly or indirectly, has sole or shared voting or investment power over such shares. A person also is considered to beneficially own shares that he or she has the right to acquire within 60 days of October 24, 2022. To Viatris’ knowledge, the persons in the following table have sole voting and investment power, either directly or through one or more entities controlled by such person, with respect to all the shares shown as beneficially owned by them, unless otherwise indicated in the footnotes below. The address for each beneficial owner listed in the table below is c/o Viatris Inc., 1000 Mylan Boulevard, Canonsburg, PA, 15317. As noted above, each Non-Employee Director has five years from his or her start date to attain compliance with our Stock Ownership Guidelines. In addition, each of our covered employees has five years to achieve minimum ownership requirements, as discussed in more detail in the Compensation Discussion and Analysis section of this document.

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Security Ownership of Certain Beneficial Owners

The following table lists the names and addresses of shareholders known to management to own beneficially more than five percent of the shares of common stock of Viatris as of October 24, 2022 (based on 1,212,668,761 shares of common stock of Viatris Inc. outstanding as of such date):

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Executive Officers

The following table sets forth the names, ages, and positions of Viatris’ executive officers as of October 24, 2022:

Michael Goettler. Mr. Goettler has served as Viatris’ CEO since the closing of the Combination on November 16, 2020. His responsibilities include leading the overall performance of the Company and executing on the strategies developed in collaboration with the Executive Chairman and the Viatris Board, among other responsibilities. Additional details regarding Mr. Goettler’s background and experience can be found under the heading “Viatris’ Board of Directors” on page 16.

Rajiv Malik. Mr. Malik has served as Viatris’ President since the closing of the Combination on November 16, 2020. His responsibilities include the day-to-day operations of the Company, overseeing the Company’s commercial business units, the Medical, Information Technology and Quality functions, and R&D and Operations. Additional details regarding Mr. Malik’s background and experience can be found under the heading “Viatris’ Board of Directors” on page 15.

Sanjeev Narula. Mr. Narula has served as Viatris’ Chief Financial Officer since the closing of the Combination on November 16, 2020. His responsibilities include oversight of the global Finance Department, which includes corporate controllership, financial planning and analysis, internal audit, and tax functions, among others. Prior to the Combination, Mr. Narula served as Chief Financial Officer of Pfizer’s Upjohn division beginning in January 2019, with responsibility for oversight of finance, procurement and business technology for all functions of the business. From January 2014 to January 2019, Mr. Narula served as Vice President, Finance for Pfizer’s Essential Health Business, with responsibility for finance, business development, financial planning and analysis, and the operating plan process and forecasting. Mr. Narula also held several other financial leadership positions during his 16 years at Pfizer and Upjohn, including as the finance lead for the Primary Care Business Unit. Prior to joining Pfizer, Mr. Narula held financial and operational leadership roles at American Express and Xerox.

Paul Campbell. Mr. Campbell has served as Viatris’ Chief Accounting Officer and Corporate Controller since the closing of the Combination on November 16, 2020. He is responsible for oversight of the day-to-day operations of the accounting and finance functions of the Company, including planning, implementing, and managing the Company’s finance and accounting activities. Prior to the closing of the Combination, Mr. Campbell was Mylan’s Chief Accounting Officer, Senior Vice President and Controller. Before his appointment as Chief Accounting Officer in November 2015, Mr. Campbell served as Mylan’s Senior Vice President and Controller beginning in May 2015, with responsibility for overseeing the company’s accounting and financial operations and reporting, and he previously held roles of increasing responsibility at Mylan since 2002.

Brian Roman. Mr. Roman has served as Viatris’ Global General Counsel since the closing of the Combination on November 16, 2020. His responsibilities include oversight of the Company’s global legal organization, including securities, global contracts, labor and employment, global regulatory, business development, litigation, and intellectual property, among other areas. From July 2017 until the closing of the Combination, Mr. Roman was Mylan’s Global General Counsel, with similar responsibilities. Prior to 2017, Mr. Roman served as Mylan’s Chief Administrative Officer from January 2016 until June 2017, with responsibility for oversight of the Human Relations, Compliance, Facilities,

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Security, Information Security, and Privacy functions. He served as Mylan’s Senior Vice President and Chief Compliance Officer from April 2010 until December 2015 and Vice President and General Counsel, North America from October 2005 until April 2010.

Andrew Cuneo. Mr. Cuneo has served as President, JANZ since the closing of the Combination on November 16, 2020. His responsibilities include oversight of the day-to-day operations in the region. From April 2017 until the closing of the Combination, Mr. Cuneo was Mylan’s President—Rest of World, with responsibility for executing on commercial objectives in more than 120 countries, including developed and emerging markets. Mr. Cuneo joined Mylan in February 2009 and served as Head of Global Business Development until April 2017. Previously, Mr. Cuneo served as Director of Merrill Lynch’s Global Healthcare Investment Banking Group.

Anthony Mauro. Mr. Mauro has served as President, Developed Markets since the closing of the Combination on November 16, 2020. His responsibilities include oversight of the commercial functions in more than 35 countries in North America and Europe, including sales and marketing strategies in those regions. From January 2016 until the closing of the Combination, Mr. Mauro served as Chief Commercial Officer of Mylan, with responsibility for overseeing Mylan’s commercial businesses around the world. Prior to 2016, Mr. Mauro served as Mylan’s President, North America beginning January 1, 2012. He served as President of Mylan Pharmaceuticals Inc. from 2009 through February 2013. Mr. Mauro previously served as Chief Operating Officer of Mylan Pharmaceuticals ULC in Canada, Vice President of North America Strategic Development, and Vice President of North America Sales.

Xiangyang (Sean) Ni. Mr. Ni has served as President, Greater China since the closing of the Combination on November 16, 2020. His responsibilities include oversight of day-to-day operations in the region and overseeing the development and execution of the Company’s strategy in Greater China. From March 2019 until the closing of the Combination, Mr. Ni served as Senior Vice President of Global Strategy, Business Development, and Commercial Development at Pfizer’s Upjohn division, with responsibility for corporate strategy, business development, global marketing, pricing and channel management, commercial operations, and commercial excellence. He was Head of Established Brands, Global Product and Portfolio Strategy with AstraZeneca from July 2017 until February 2019, with responsibility for the global established brands portfolio based in the U.S. Prior to that, he was Vice President of Alliances and Business Development for AstraZeneca China from April 2014 until July 2017 and Executive Director, Strategic Planning and Business Development from February 2013 to April 2014.

Menassie Taddese. Mr. Taddese has served as President, Emerging Markets since the closing of the Combination on November 16, 2020. His responsibilities include oversight of day-to-day operations in the segment, including leading the segment’s commercial team and establishing and executing on the Company’s strategy. From October 2018 until the closing of the Combination, Mr. Taddese served as Regional President, Emerging Markets at Pfizer’s Upjohn division, with commercial responsibility for the Upjohn business across the segment. From December 2017 until October 2018, Mr. Taddese served as Regional President for Pfizer’s Essential Health business in Africa and the Middle East, with responsibility for Pfizer’s established portfolio business throughout the region. Prior to that role, he served as Regional Lead and General Manager from January 2016 until November 2017, with responsibility for Pfizer’s Innovative Health Business in Africa and the Middle East. Previously, Mr. Taddese held a number of senior roles at Pfizer, including Vice President, Chief Financial Officer, Global Innovative Pharma North America from January 2014 until December 2015, and Vice President and Chief Financial Officer, US Primary Care from April 2011 to December 2013.

Robert J. Coury. Mr. Coury has served as Viatris’ Executive Chairman since the closing of the Combination on November 16, 2020. Mr. Coury leads the Viatris Board, leads the strategic direction of the Company with the Board and in collaboration with executive management, advises the management team as they execute on the Company’s strategy to drive value creation, and leads Company strategy on highly complex and strategic initiatives, while also ensuring robust board engagement with shareholders and other key stakeholders, among other responsibilities. Additional details regarding Mr. Coury’s background and experience can be found under the heading “Viatris’ Board of Directors” on page 18.

Messrs. Coury, Goettler, and Malik are also members of the Viatris Board.

Pursuant to our Bylaws, officers hold office until their successors are chosen and qualify in their stead or until their earlier death, resignation or removal.

38  |  2022 Proxy Statement

Item 2

Advisory Vote to Approve the 2021 Compensation of the Named Executive Officers of the Company

As required by Section 14A of the Exchange Act, Viatris’ shareholders have the opportunity to vote to approve, on a non-binding, advisory basis, the 2021 compensation of our NEOs as disclosed in this Proxy Statement in accordance with SEC rules, which we also have referred to herein as the “Say-on-Pay vote”.

As detailed in the Compensation Discussion and Analysis section of the Proxy Statement, which begins on page 40, our NEO compensation program is designed to incentivize the continued development of our durable business and shareholder value creation over the short- and long-term, while providing a competitive level of compensation to recruit, retain, and motivate our talented NEOs. Our program also aligns compensation with performance and shareholder and other stakeholder interests. The Board urges you to consider the factors discussed in the Compensation Discussion and Analysis section when deciding how to vote on this Item 2.

Given the leadership, dedication, and performance of our NEOs, their proven ability to capitalize on opportunities and manage challenging market conditions, and the strong alignment between pay and performance in our compensation program, the Board recommends that shareholders vote “FOR” the following resolution at the 2022 Annual Meeting:

“RESOLVED, that Viatris shareholders approve, on an advisory basis, the 2021 compensation of the Company’s named executive officers, as disclosed on pages 40 to 66 of Viatris’ Proxy Statement for the 2022 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation and other tables and narrative discussion.”

Although advisory and not binding, the Compensation Committee and the Board will take into account the outcome of this vote when considering future compensation arrangements for Viatris’ NEOs as they deem appropriate.

				2022 Proxy Statement  |  39

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the compensation of our NEOs for 2021.