ITEM 10.

Directors, Executive Officers and Corporate Governance

ITEM 11.

ITEM 12.

ITEM 13.

ITEM 14.

ITEM 15.

Signature

Appendix A — Reconciliations of Non-GAAP Financial Measures (Unaudited)

Directors, Executive Officers and Corporate Governance

Scott A. Smith

62

Chief Executive Officer (principal executive officer)

Theodora (Doretta) Mistras

42

Chief Financial Officer (principal financial officer)

Paul Campbell

57

Chief Accounting Officer and Corporate Controller (principal accounting officer)

Brian Roman

54

Chief Legal Officer

Dr. Corrine Le Goff

58

Chief Commercial Officer

CEO and Public Company Management Experience

Directors who have experience in management at public companies provide valuable expertise on managing interests held among diverse stakeholders, including, among others, employees, patients and shareholders

Corporate Governance/Corporate Social Responsibility (CSR) Experience

Directors with Corporate Governance/CSR experience are skilled in the successful operation of board oversight, cognizant of the impact that governance policies have on a public company and/or familiar with oversight of matters related to emerging social and environmental issues

Finance, Accounting and Capital Markets Experience

Directors with a strong understanding of finance and accounting are essential for the Board to oversee our global financial reporting, internal controls, and capital structure, among other matters

Global Business Experience

Viatris has operations and facilities around the world and, as such, benefits from directors who have experience working for companies with multinational reach and who provide insight on unique opportunities, challenges, and requirements associated with working across international markets

Healthcare Industry Experience

Directors with experience in the healthcare industry provide valuable perspectives to our Board and management team regarding a broad range of issues and opportunities facing the Company, including industry conditions, product research and development (“R&D”), supply chain, customers, sustainable access to medicine, product quality and patient safety, and marketing

Human Capital Management Experience

Attracting, developing and retaining talent globally are crucial to all aspects of the Company’s business, success, and strategy. We continue to build an inclusive and diverse culture that inspires leadership and accountability and encourages innovation. Directors with experience in succession planning, executive and/or director compensation, company culture and/or employee engagement (among other relevant areas) help to ensure that the Company’s culture reflects our mission and values

Information Security Experience

Experience in information security, data privacy, cybersecurity, or use of technology to facilitate business operations

Legal and Regulatory Oversight Experience

We operate in an industry that is closely scrutinized and highly regulated. Directors who have experience navigating challenges associated with this environment provide valuable insight to our Board and management team

Risk Oversight/Compliance Experience

Pharmaceutical companies face a variety of complex opportunities, risks and compliance challenges. Directors who have experience monitoring and creating plans to address risk provide important insights that assist our Board and management in ensuring the long-term sustainability of our business

Strategy and M&A Experience

Viatris’ directors are responsible for developing the Company’s successful differentiated strategy, both organically and through strategic and opportunistic acquisitions

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—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

Other Current Public Company Boards:

•  American International Group, Inc. (NYSE: AIG) (since 2011), Director and member of the Audit and Nominating and Corporate Governance Committees

Former Public Company Boards:

•  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 Inc. (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

*   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.

Director since 2020

Age: 60

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 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 diversity, equity and inclusion (“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 Stanford Directors’ College, on such topics

•  Completing a 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. (NYSE: WWE) (2022 - 2023), 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

Director since 2022

Age: 62

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

•  NanoString Technologies, Inc. (NASDAQ: NSTG) (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:

•  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 has, in accordance with its Corporate Governance Principles, 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 does not impair her ability to effectively serve on the Audit Committee.

Director since 2023

Age: 51

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

Director since 2020

Age: 56

Board Committees:

•  Executive (Chair)

•  Finance (Chair)

Board Chair 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

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

Director since 2020

Age: 76*

Board Committees:

•  Compensation

•  Finance

Independent Director

James Kilts

•  Founding Partner (since 2006), Centerview Capital, a private equity firm

•  Special Advisor to the Board (since 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.

Director since 2020

Age: 66

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

Director since 2020

Age: 63

Board Committees:

N/A

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

Director since 2020

Age: 70

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 acquired by 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.

Director since 2020

Age: 68

Board Committees:

•  Audit

•  Compliance and Risk Oversight (Chair)

•  Executive

•  Governance and Sustainability

Vice Chairman

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

Director since 2022

Age: 62

Board Committees:

N/A

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, Inc. (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.

9 out of 11 Directors are independent;

Currently, all committees of the Board are composed entirely of independent Directors (as defined in the applicable NASDAQ listing rules and applicable SEC rules), and Board approval of any appointment of members to the Audit, Compensation, Compliance and Risk Oversight, and Governance and Sustainability Committees must include an affirmative vote by at least a majority of the independent Directors;

The Board operates pursuant to Corporate Governance Principles, which are reviewed by the Governance and Sustainability Committee at least annually;

All Board committees operate pursuant to written charters and conduct annual self-assessments;

The Compliance and Risk Oversight Committee assists the Board in its oversight of management’s efforts with respect to the Company’s enterprise risk framework, and infrastructure and controls. The 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, information security-related matters, certain litigation-related topics and other topics on at least a quarterly basis. The Board and its other committees also have important roles in the oversight of risk as described in more detail in “Risk Oversight” beginning on page 23;

The Governance and Sustainability Committee, in addition to its responsibilities for overseeing corporative governance and succession planning, among other matters, assists the Board in its

oversight of management’s efforts with respect to the Company’s corporate environmental and social responsibility matters. The Committee receives reports on these matters on at least a quarterly basis;

The independent Directors on the Board and its committees receive extensive information and input from multiple layers of management and external advisors, engage in detailed discussion and analysis regarding matters brought before them (including in executive session), and actively engage in the development and approval of significant corporate strategies;

The Board and its committees have full access to officers and employees of the Company; and

The Board and its committees have the authority to select, retain, and supervise advisors as necessary to fulfill their mandates.

Director⁽¹⁾

Compliance

and Risk

Oversight

Committee⁽³⁾

W. Don Cornwell

JoEllen Lyons Dillon

Elisha Finney

Leo Groothuis

Melina Higgins

James Kilts

Harry Korman

Rajiv Malik

Richard Mark⁽²⁾

Mark Parrish

Scott A. Smith

Meetings during 2023

Effective immediately after the 2023 Annual Meeting, JoEllen Lyons Dillon joined the Compensation Committee; Leo Groothuis joined the Compliance and Risk Oversight Committee, Executive Committee and Governance and Sustainability Committee; Melina Higgins became Chair of the Executive Committee; and Harry Korman became Chair of the Compensation Committee. Until the 2023 Annual Meeting, Melina Higgins chaired and served on the Compensation Committee and served on the Governance and Nominating Committee.

The Board has determined that Richard Mark, the Chair of the Audit Committee, is an “audit committee financial expert”, as that term is defined in the rules of the SEC.

Effective immediately following the 2023 Annual Meeting, the Compliance Committee and Risk Oversight Committee were consolidated to be the Compliance and Risk Oversight Committee and the Governance and Nominating Committee was renamed the Governance and Sustainability Committee. Prior to the 2023 Annual Meeting, the Compliance Committee included Mark Parrish (Chair), JoEllen Lyons Dillon and Harry Korman and the Risk Oversight Committee included Harry Korman (Chair), W. Don Cornwell and Richard Mark.

Represents the number of meetings of the Compliance Committee held prior to the 2023 Annual Meeting during 2023. The Risk Oversight Committee held five meetings prior to the 2023 Annual Meeting during 2023. Subsequent to the 2023 Annual Meeting, the Compliance and Risk Oversight Committee held no meetings during the remainder of 2023.

Integrity of the Company’s financial statements and its accounting and financial reporting processes

Effectiveness of the Company’s internal control over financial reporting

Qualifications, independence, and performance of the independent registered public accounting firm

Services to be performed by, and fees payable to, the independent registered public accounting firm

Internal Audit group

Company processes and procedures related to risk assessment and risk management of financial and disclosure control-related, as well as SEC reporting-related, matters

Related party transactions

Company compliance with applicable legal and regulatory requirements (including U.S. federal securities laws) regarding the preceding matters

Review of any critical audit matters identified by the independent registered public accounting firm in connection with its audit of the Company’s annual financial statements

CEO and senior management compensation, including the corporate goals and objectives relevant to such compensation

Board and committee compensation

Equity compensation plans in which Directors and/or executives participate

Compensation and benefits-related disclosures in annual reports and proxy statements

Reviewing with management and the Committee’s external compensation consultant the relationship between the Company’s compensation policies and practices and the Company’s risk management with respect to compensation-related matters, including to assess whether any risks arising from compensation practices, policies and programs for the Company’s executive officers and other employees are reasonably likely to have a material adverse effect on the Company

From time-to-time reviewing reports from management regarding pay equity, human capital management, and succession planning (including diversity and inclusion, leadership and talent development, employee retention and engagement and workforce planning)

Reviewing and approving the implementation of, or revision to, any clawback or incentive-based compensation recovery policy allowing the Company to recoup compensation paid to the Company’s employees and administering and enforcing any such policy consistent with the terms of the policy

Reviewing the enterprise risk framework, infrastructure, and controls implemented by management to help identify, assess, manage and monitor material risks

Reviewing the Company’s efforts to foster a culture of risk-adjusted decision making without constraining reasonable risk-taking and innovation

Reviewing significant global compliance-related policies implementing the Company’s Code of Business Conduct and Ethics, or related to the operations of the Company’s business, and its mode or methods of doing business, including, for example, policies relating to pricing and/or commercialization of Company products and services

Reviewing metrics used by management or requested by the Committee to provide insight into the status and efficacy of the corporate compliance program, including the Company’s global compliance systems and organization

Reviewing reports of significant actual and alleged violations of the Code of Business Conduct and Ethics, corporate policies and procedures, and applicable laws and regulations

Reviewing checks and balances implemented by the Company designed to support and promote compliance with approved corporate policies, legal rules, and regulations

Reviewing, in conjunction with the Chief Legal Officer, the performance, responsibilities, plans and resources of the Chief Compliance Officer, including appointment and replacement of the Chief Compliance Officer

Overseeing the Company’s policies and procedures for corporate political and lobbying expenditures

Reviewing management’s exercise of its responsibility to identify, assess and manage material risks not allocated to the Board or another committee, including, for example, data security programs and cybersecurity and IT

Consulting with the Chairs of the other committees at least two times a year to discuss risk-related matters and the Company’s enterprise risk management framework

Assisting the Board in fulfilling its fiduciary responsibilities by exercising those powers of the Board not otherwise limited by a resolution of the Board or by law

Strategic planning and additional oversight of strategy implementation

Material mergers, acquisitions, and combinations with other companies

Swaps and other derivatives transactions

Establishment of credit facilities

Potential financings with commercial lenders

Issuance and repurchase of the Company’s debt, equity, hybrid or other securities

Capital structure, including dividend payments

Corporate governance matters

The nomination or re-nomination of Director candidates

The Board’s review and consideration of shareholder recommendations for, and nominations of, Director candidates

The annual self-evaluation of the Board and its committees

Director orientation and continuing education programs

Evaluating Board composition with respect to director independence, skills, experience, expertise, diversity, and other factors

Reviewing succession planning matters

Management’s efforts with respect to corporate environmental and social responsibility matters

In November 2022, we identified certain businesses for divestiture that the Company no longer considered core to its future strategy and on October 1, 2023 announced we had received an offer for the divestiture of our OTC Business, and entered into definitive agreements to divest our women’s healthcare business and, separately, in another transaction, our rights to two women’s healthcare products in certain countries, our API business in India and commercialization rights in select geographic markets (“Upjohn Distributor Markets”) that were part of the Combination that are smaller in nature and in which we had no established infrastructure prior to or following the Combination. The divestiture of the women’s healthcare business is primarily related to our oral and injectable contraceptives and does not include all of our women’s healthcare related products; as an example, our Xulane^® product in the U.S. is excluded. The transaction to divest the Company’s rights to two women’s healthcare products in certain countries (other than in the U.K., which remains subject to regulatory approval) closed in December 2023, the divestitures of the commercialization rights in certain of the Upjohn Distributor Markets closed during 2023, and the divestiture of our women’s healthcare business closed in March 2024. Additionally, we currently expect to consummate the divestiture of our API business in India by the end of the second quarter of 2024 and the divestiture of our OTC Business by mid-year 2024. The transactions that have not yet closed remain subject to regulatory approvals, receipt of required consents and other closing conditions, including, in the case of the API business divestiture, a financing condition.

In the first quarter of 2023, we completed the acquisition of Oyster Point Pharma, Inc. (“Oyster Point”) and acquired the remaining equity shares of Famy Life Sciences Private Limited (“Famy Life Sciences”). Ophthalmology is one of the key therapeutic areas of focus of the Company. With the combination of Viatris’ global commercial footprint, R&D and regulatory capabilities and supply chain, along with Oyster Point’s deep knowledge of the ophthalmology space from a clinical, medical, regulatory and commercial perspective—including Tyrvaya^®—and Famy Life Sciences’ Phase III-ready pipeline, the Company believes it has the foundation to create a leading global ophthalmology franchise, accelerating efforts to address the unmet needs of patients with ophthalmic disease and the eye care professionals who treat them.

In early 2024 the Company announced that it had entered into agreements for a significant global R&D collaboration with Idorsia Ltd (“Idorsia”) under which Viatris will receive exclusive global development and commercialization rights to two Phase III assets as well as the potential to add additional innovative assets in the future. The transaction closed on March 15, 2024. The collaboration includes (i) selatogrel, a potential life-saving self-administered medicine for patients with a history of acute myocardial infarction, or heart attack, and builds on Viatris’ existing global cardiovascular franchise and specialty infrastructure, as well as its knowledge, leadership, and distribution capabilities for self-administered medication for acute life-threatening conditions as well as (ii) cenerimod, a novel immunology asset that has the potential to be a first-in-class oral therapy for the treatment of systemic lupus erythematosus, the most common form of lupus. Through lifecycle management, this asset also has the potential for broad application across multiple autoimmune diseases in a specialist-driven category with attractive market dynamics for oral therapies and could be a cornerstone asset in Viatris’ immunology platform. We believe entering into this type of global R&D partnership structure with Idorsia is a great example of our disciplined approach to capital allocation.

The Audit Committee focuses on risks relating to financial and disclosure controls, SEC reporting matters, and oversight of Viatris’ internal audit function and independent registered public accounting firm. The Committee oversees, among other matters, the Company’s processes and procedures relating to risk assessment and risk management relating to financial, disclosure, and SEC reporting-related matters, and reviews with management the quality and adequacy of the Company’s internal control over financial reporting and the Company’s disclosure controls and procedures, including their effectiveness. Viatris’ internal audit function reports to and meets with the Committee at least quarterly to discuss potential risk or control issues, and the Committee regularly discusses the performance of the internal audit function, and the adequacy of resources available to this function. The Committee also meets quarterly with Viatris’ independent registered public accounting firm in executive session.

The Compensation Committee focuses on the design and administration of compensation-related plans and programs, and reviews with management and its external compensation consultant, at least annually, the relationship between the Company’s compensation policies and practices and the Company’s risk management with respect to compensation-related matters, including to assess whether any risks arising from compensation practices, policies and programs for the Company’s executive officers and other employees are reasonably likely to have a material adverse effect on the Company. The Committee receives reports, on at least a quarterly basis, from management and outside advisors regarding compensation-related matters, and considers risk management in determining compensation structure. The Committee also reviews reports from management regarding pay equity and human capital management.

The Compliance and Risk Oversight Committee assists the Board in its oversight of Viatris’ enterprise risk management framework and reviews the enterprise risk framework, infrastructure, and controls implemented by management to help identify, assess, manage, and monitor the Company’s material risks; reviews management’s exercise of its responsibility to identify, assess, and manage material risks not allocated to the Board or another committee, including, for example, data security programs and cybersecurity and IT; and reviews the Company’s efforts to foster a culture of risk-adjusted decision-making without constraining reasonable risk-taking and innovation. Management reviews the Company’s enterprise risk management program with the Committee each quarter and discusses the short-, medium- and long-term matters of focus from a risk management perspective and actions being taken to mitigate risk. The Committee also meets with the Chairs of the other committees at least two times a year to discuss enterprise risk and related matters. The Committee is also responsible for overseeing the Chief Compliance Officer’s implementation of Viatris’ Corporate Compliance Program. The Chief Compliance Officer reports to the Committee and the Chief Legal Officer and the Committee is responsible for appointing and, as applicable, replacing, this individual. The Committee discusses the Chief Compliance Officer’s performance, responsibilities, plans and resources with the Chief Legal Officer. The Committee also makes recommendations to the Board with respect to the Corporate Compliance Program, the Code of Business Conduct and Ethics, and significant related global policies, and is responsible for reviewing reports of significant actual or alleged violations of the Code of Business Conduct and Ethics, corporate policies and procedures, and applicable laws and regulations. The Committee also discusses reports regarding non-financial compliance risk and risks associated with privacy; antitrust and competition; anti-corruption; and third-party risks. In addition, the Committee reviews significant global compliance-related policies, including policies related to pricing and/or commercialization of Company products and services.

The Finance Committee is responsible for reviewing and, as appropriate, providing recommendations to the Board with respect to significant strategies and policies of the Company relating to its capital structure and deployment and/or allocation of capital, material financial matters and transactions, and the risks related to such activities.

The Governance and Sustainability Committee is responsible for identifying, assisting in recruiting, and nominating qualified individuals to become members of the Board, recommending committee assignments, overseeing the Board’s annual evaluation of the independence of Directors, and evaluating and assisting the Board in considering potential risks related to corporate governance. The Committee is also responsible for overseeing the annual self-evaluation of the Board and its committees; Director orientation and continuing education programs; and management’s activities with respect to corporate environmental and social responsibility matters.

Executive Compensation

Excludes Mr. Goettler

Reported total revenues of $15.4 billion; U.S. GAAP net earnings of $54.7 million; adjusted EBITDA of $5.1 billion; U.S. GAAP net cash provided by operating activities of $2.8 billion and free cash flow of $2.4 billion.

Paid down approximately $1.25 billion of debt.

Generated new product revenues¹ of ~$450 million.

Maintained the quarterly dividend payment of $0.12 per share.

Returned capital to shareholders in the form of $576 million in dividends and $250 million in share buybacks, totaling $826 million.

Supplied high-quality medicines to ~1 billion patients around the world.

Completed certain planned divestitures and is on track to complete all remaining divestitures by mid-year 2024, subject to final regulatory approvals, receipt of required consents and other closing conditions.

Refers to revenue from new products launched in 2023 and the carryover impact of new products, including business development, launched within the last 12 months.

Launched Breyna^™, the first U.S. Food and Drug Administration (“FDA”)-approved generic version of Symbicort^®.

Positive top-line results for Yupelri^® (revefenacin) Phase III trial in China.

FDA approval of RYZUMVI^™ 0.75% eye drops for the treatment of pharmacologically-induced mydriasis.

Executed successful transition of global biosimilars business to Biocon Biologics Limited.

Integrated Oyster Point and Famy Life Sciences acquisitions and successfully created the Viatris Eye Care Division.

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 33.

Above-target global product submissions, across broad and therapeutic-area agnostic product categories, driven by the strength of the Company’s development programs and successful acceleration of certain additional submissions.

NEO

Base

Salary

Target

Annual
Incentive

Target

Long-Term
Incentive

2023 Total

Target
Compensation⁽¹⁾

Scott A. Smith⁽²⁾

Rajiv Malik

Sanjeev Narula

Anthony Mauro

Brian Roman

Michael Goettler⁽²⁾

Robert J. Coury⁽²⁾

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

Scott A. Smith became CEO of the Company effective April 1, 2023. Mr. Goettler ceased to serve as CEO and on the Board, in each case, effective as of April 1, 2023. Mr. Coury ceased to serve as Executive Chairman and on the Board, in each case, effective as of December 15, 2023. The full year target annual incentive 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 levels. Mr. Goettler did not receive a 2023 long-term incentive award.

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.

NEO

Scott A. Smith⁽¹⁾

Rajiv Malik

Sanjeev Narula

Anthony Mauro

Brian Roman

Michael Goettler⁽¹⁾

Robert J. Coury⁽¹⁾

Scott A. Smith became CEO of the Company effective April 1, 2023. Mr. Goettler ceased to serve as CEO and on the Board, in each case, effective as of April 1, 2023. Mr. Coury ceased to serve as Executive Chairman and on the Board, in each case, effective as of December 15, 2023. The base salary amounts listed above for Messrs. Smith, Goettler, and Coury reflect full year amounts but were only paid out on a prorated basis to reflect the number of days as an active employee during 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.

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.

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.

NEO

Scott A. Smith⁽¹⁾

Rajiv Malik

Sanjeev Narula

Anthony Mauro

Brian Roman

Michael Goettler⁽¹⁾

Robert J. Coury⁽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.

Metric

Adjusted EBITDA*

Free Cash Flow**

Global Regulatory Submissions

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 A.

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 A.

NEO

Scott A. Smith⁽¹⁾

Rajiv Malik

Sanjeev Narula

Anthony Mauro

Brian Roman

Michael Goettler⁽¹⁾

Robert J. Coury⁽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.

NEO⁽¹⁾

Scott A. Smith

Rajiv Malik

Sanjeev Narula

Anthony Mauro

Brian Roman

Robert J. Coury

Mr. Goettler did not receive a long-term incentive award in 2023.

Metric

Free Cash Flow*

Relative TSR of Peer Group**

Payout Opportunity (as % of Target)

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 A.

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.

Metric

Free Cash Flow*

Gross Leverage Ratio**

Relative TSR of Peer Group***

21st Percentile

Payout Opportunity (as % of Target)

Free cash flow is derived from Viatris’ audited financial statements in the same manner as Viatris’ free cash flow (as reported), except that the calculation for the 2021-2023 three-year PRSUs utilized budgeted foreign exchange rates for the relevant year and further adjusts for the following, as applicable: 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 impact of divestitures, acquired IPR&D costs, proceeds from the sale of property, plant and equipment, material unplanned litigation gains or losses equal to or greater than $25 million in the aggregate, all impacts of the Biocon Biologics Transaction following its consummation including results after closing and transaction-related costs, and sales of intellectual property up to $750 million annually in the aggregate. Free cash flow for the 2021-2023 three-year PRSUs is the sum of such free cash flow measure for each of the years ended December 31, 2021, 2022, and 2023. Viatris’ free cash flow as reported for each of the three years ended December 31, 2021, 2022, and 2023 is reconciled to the most directly comparable U.S. GAAP measure in Appendix A.

Gross leverage ratio for the 2021-2023 three-year PRSUs is derived from Viatris’ audited financial statements in the manner described in Appendix A.

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.

NEO⁽¹⁾

Scott A. Smith

Rajiv Malik

Sanjeev Narula

Anthony Mauro

Brian Roman

Mr. Goettler did not vest in any portion of the 2021 PRSU grant based on his termination of employment. Mr. Coury vested in his 2021 PRSUs at target performance levels at the time of his separation from employment based on the pre-existing contractual terms of his Executive Employment Agreement relating to a separation from employment for “good reason”.

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

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

Each NEO receives a car allowance or the use of a leased vehicle and payment of certain ancillary expenses. The NEOs are responsible for paying any taxes incurred relating to this perquisite.

Our NEOs take an extraordinarily active approach to overseeing and managing Viatris’ global operations, which necessitates and will continue to necessitate a significant amount of U.S. domestic and international travel time due to our diverse business centers, manufacturing and other facilities, and many client and vendor locations around the world. Viatris provides management with access to corporate aircraft to assist in the management of Viatris’ global platform by providing a more efficient and secure traveling environment, including where sensitive business issues may be discussed or reviewed, as well as maximum flexibility to our executives in the conduct of business. For reasons of business efficiency and continued security-related concerns (including personal security, especially given the global nature of Viatris’ business, as well as privacy of business information and communications),

we also may from time to time require certain executives to use corporate aircraft for business and personal purposes.

Because of continued security-related concerns, we may from time-to-time provide certain NEOs with personal security.

Position

Executive Chairman

Chief Executive Officer

President

Other NEOs

Scott A. Smith

Chief Executive Officer

Sanjeev Narula

Chief Financial Officer

Rajiv Malik

President

Anthony Mauro

President, Developed

Markets

Brian Roman

Global General Counsel

Michael Goettler

Former Chief

Executive Officer

Robert J. Coury

Former Executive

Chairman

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.

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.

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 Original Filing.

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 33.

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 resolutions.

Scott A. Smith

Sanjeev Narula

Rajiv Malik

Anthony Mauro

Brian Roman

Michael Goettler

Robert J. Coury

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.

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.

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.

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).

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 ($71,874), 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).

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, also reflects a pro rata number of days from December 15, 2023 for the advisory fee. 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.

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.

Estimated Future Payments
Under

Non-Equity Incentive Plan Awards⁽¹⁾

Estimated Future Payments
Under

Equity Incentive Plan Awards⁽²⁾

Scott A. Smith

Sanjeev Narula

Rajiv Malik