2024 Proxy Statement Annual Meeting of Shareholders

Message from

the Chair of the Board, Melina Higgins

Dear Fellow Shareholders,

It is a great pleasure to address you for the first time as Chair of the Board. On behalf of the entire Board of Directors, I want to thank you for your investment and confidence in Viatris. It is a privilege to serve in this role and to work closely with my fellow Board members and the management team to ensure our continued success.

2023 marked the beginning of a new chapter in Viatris’ journey. Since the company’s launch in 2020, we have successfully executed on our original initiatives and achieved our stated goals and targets. Our efforts culminated in the completion of our planned divestitures in July. As intended, we used the proceeds from those divestitures to prepay our 2025 and half of our 2026 debt maturities, putting us firmly on track to achieve our long-term gross leverage target.¹ This positions us well to continue executing our long-term strategy while maximizing shareholder value.

Considering that many corporate management transitions can be challenging, I am proud of how we successfully navigated several seamless leadership changes. At the management level, on April 1, 2023, Scott A. Smith became Viatris’ new CEO, bringing with him more than 35 years of experience in building, growing, and managing large, complex organizations, as well as a proven track record of developing and executing regulatory, clinical, and business development strategies. Since then, the Board has worked with Scott to ensure the smooth transition of a newly established leadership team that brings the diverse skills and experiences needed to drive our future.

At the Board level, we remain committed to strong corporate governance. We continue to focus on refreshing our Board with highly qualified independent directors from diverse backgrounds to help further guide and advance our strategy. Since December 2022, we have successfully transitioned four retiring directors, welcomed four new directors, and refocused our Science and Technology Committee on our growth strategy. In May 2023, we announced that, at the end of the year, Robert J. Coury — the architect and major driving force behind the creation of Viatris — would not stand for re-election to the Board, but rather would transition to a new role as Chairman Emeritus and Senior Strategic Advisor. I was honored to be elected as our Board’s new independent Chair in December 2023.

Message from

Scott A. Smith, Chief Executive Officer

Dear Viatris Shareholders,

Since becoming CEO of Viatris on April 1, 2023, I have had the opportunity to meet many talented people across our company and have gained a deep appreciation for everyone’s passion, dedication and commitment to Viatris’ success and the impact we can make together for patients. I could not be more excited about our future.

An Inflection Point for our Company

We are at an important inflection point for our company. Four years ago, Viatris embarked on a journey to build a new kind of healthcare company. By combining Mylan N.V. — a strong global generics company — and the Upjohn business — a division of Pfizer Inc. with 20 of the most iconic off-patent brands — the goal was to build a unique global pharmaceutical company with the scale to bring patients access to high-quality medicines worldwide.

The Viatris team has done an outstanding job executing the plan that was laid out when the two companies were brought together. Now that we have successfully simplified and streamlined our business, returned our base business to growth and strengthened our balance sheet, we are ready to look to the future. Our vision is to accelerate growth and shareholder returns by building on the strength of our base business with an expanding portfolio of innovative, best-in-class, patent-protected assets that have the potential for meaningful revenue growth and patient impact.

Strong Financial Results Provide Strong Foundation for Future Growth

Importantly, we accomplished our near-term goals while continuing to deliver strong financial results. In 2023, we 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. Our generation of strong cash flow allows us to return capital to shareholders through share repurchases and dividends while also fueling our base business and providing the capital to make strategic investments in future growth.

A Bold Vision for the Future

We believe all the great work done over the last several years has put the company in the position to deliver on our future vision. In August 2024, we laid out three strategic pillars on which we will focus to ensure our success:

Expanding our Innovative Portfolio

In February 2024, we entered into a global research and development collaboration for the exclusive global development and commercialization rights to two Phase 3 assets — selatogrel and cenerimod.

This global collaboration includes the option to expand the collaboration with additional pipeline assets in the future and highlights our ability to identify, vet, and secure high-growth assets in areas of unmet medical need. And to do it in a way that reinforces our disciplined approach to capital allocation.

Selatogrel, a potentially life-saving medicine, aims to become the first and only self-administered treatment for Acute Myocardial Infarction, or heart attack, by filling the medical gap between the onset of symptoms and hospitalization when early intervention is critical. It builds on our existing global cardiovascular franchise and our deep knowledge and experience in self-administered medication for acute life-threatening conditions. At our R&D Event in March 2024, we reviewed selatogrel’s global Phase 3 multi-center trial.

Cenerimod is 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, cenerimod has the potential for broad application across multiple autoimmune diseases and could become a cornerstone asset in our immunology platform. At our R&D Event, we reviewed key learnings from the comprehensive Phase 2 program that has already been conducted and two ongoing Phase 3 multicenter, randomized, double-blind, placebo-controlled, parallel-group studies for cenerimod.

We expect the additional leadership and scientific expertise we have brought in along with our impressive core competencies in key areas such as global manufacturing, medical affairs, regulatory, legal and commercialization will drive the success of these assets and our expanding innovative portfolio. We have already made significant progress in accelerating the development of both selatogrel and cenerimod.

These two assets add to our already existing innovative pipeline, which includes an enriched tear film gene therapy technology we acquired as part of the Oyster Point acquisition in January 2023. This technology has the potential to treat a multitude of ophthalmic diseases.

Our ability to invest in collaborations that expand our innovative pipeline is a result of our strong execution across our diversified and growing base business, our financial strength and our ability to generate significant cash flow.

Important Meeting Information

If you plan to attend the 2024 Annual Meeting in person, you must register in advance. See the question titled “How can I attend the 2024 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 2024 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 25, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 6, 2024.

The Notice of Annual Meeting, Proxy Statement and 2023 Annual Report 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 healthcare company that we believe is uniquely positioned to bridge the traditional divide between generics and brands, Viatris Inc. (“Viatris” or the “Company”) combines the best of both to more holistically address healthcare needs globally.

Our mission is to empower people worldwide to live healthier at every stage of life, and it begins with our ability to sustainably deliver high-quality medicines to people, regardless of geography or circumstance.

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.

Who We Are – Core Vision

Four years ago, Viatris embarked on a journey to build a new kind of healthcare company. By combining Mylan N.V. (“Mylan”) – a strong global generics company – and the Upjohn business – a division of Pfizer Inc. (“Pfizer”) with 20 of the most iconic off-patent brands – our goal was to build a unique global pharmaceutical company with the scale to bring patients access to high-quality medicines worldwide.

We believe we have all the components necessary to continue to successfully execute our vision, including:

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Our business and operating model is deliberately designed and implemented to deliver on our strategy to build and sustain access to medicine at scale.

Operational and Financial Highlights

We continued to deliver on our financial and strategic commitments and are progressing on our previously announced reshaping initiatives.

We believe our employees have done an outstanding job executing the strategic plan that was laid out in 2020. Among the many accomplishments, we have successfully:

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Strategic Priorities

As we move forward, we will look to accelerate our growth by building on the strength of our base business with an expanding portfolio of innovative, best-in-class, patent-protected assets that have the potential for meaningful revenue growth and patient impact.

As of July 2024, we have completed our previously announced divestitures to simplify the business and put us in a position of further financial strength, including:

As we move forward, we will focus on three strategic pillars:

Global Reach

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

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We provide unique reach across North America, Europe, the Asia Pacific region and emerging markets. Through our four reportable segments – Developed Markets, Emerging Markets, JANZ and Greater China – we sold more than 80 billion doses of medicine in 2023 across more than 165 countries and territories.

Diversified and Growing Base Business

Our legacy generics and brand portfolio is a diverse collection of global, iconic off-patent medicines. Our extensive global footprint already reaches approximately 1 billion patients every year.¹ We believe our continued success in this part of our business will come from our large and diversified portfolio of generics and off-patent brands that extends across markets and more than 10 therapeutic areas.

Our base business pipeline provides Viatris with a diverse and resilient engine to generate continued strong cash flows. We anticipate a steady flow of core generics approvals and an increasing flow of complex generics and novel 505(b)(2)-like products.

We currently have more than 500 products in development or under regulatory review, including a number of first-to-market opportunities. These include:

This strong pipeline gives us confidence in continuing to generate strong new product revenues. 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.

Expanding Our Innovative Portfolio

This area represents an increasing focus on efforts to identify, vet and secure innovative, best-in-class, patent-protected assets. By expanding our innovative portfolio, we believe we have the potential to drive accelerated and durable revenue growth.

We have already made disciplined investments in innovative assets in cardiovascular disease and immunology with selatogrel and cenerimod and are making significant progress in accelerating the development of these assets.

Our research and development (“R&D”) strategy is driven by our deep in-house development capabilities. We have core competencies and talent that are especially critical as we expand our innovative portfolio, in particular:

We are identifying assets where we can leverage our expertise and global network and are assessing each opportunity based on specific criteria. We are looking for de-risked innovative assets that address significant unmet medical need – this includes having a validated mechanism of action, a strong clinical proof of concept, and a clear path to regulatory approval.

Our newest assets – selatogrel and cenerimod – are examples from our growing innovative portfolio. Selatogrel has the potential to relieve the high disease burden of acute myocardial infarction and specifically address the dire

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need for early intervention at the crucial time between symptom onset and first medical attention. Cenerimod, a novel immunology asset that has the potential to be a first-in-class oral therapy for the treatment of systemic lupus erythematosus (“SLE”), also has the potential to address a significant unmet medical need. SLE is a chronic and progressive autoimmune disease with a significant impact on patients and limited treatment options.

We anticipate that the additional leadership and scientific expertise we have recently brought in along with our impressive core competencies in key areas such as global manufacturing, medical affairs, regulatory, legal and commercialization will drive the success of this innovative portfolio.

Quality and Safety

Our global operations are supported by companywide 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 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.

One-of-a-Kind Global Supply Chain

We have worked diligently to be considered a trusted partner, and will continue to do so, as we work to help close gaps to equal access to care, build more resilient healthcare systems, and uphold a reliable global supply of medicines.

Thanks to our interconnected global supply chain, in 2023, we are proud to have supplied high-quality medicines to approximately 1 billion patients around the world,¹ while we mitigated disruptions and maintained supply of critical medicines, achieving a global customer service level of 90%.

Our Global Supply Chain consists of:

Global Healthcare Gateway^®

As the world’s healthcare needs evolve, our Global Healthcare Gateway^® offers partners 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 our expert operational and commercial services with unique reach, allowing our partners to expand their assets through our many strengths.

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Achieving Success

Achieving success in our mission would not be possible without our hardworking, dedicated colleagues. As an employer of choice, our culture remains performance-driven, highly engaging and inclusive. Ensuring the engagement of our approximately 32,000 colleagues located in almost 70 countries and investing in talent management, workplace health and safety, and organizational excellence, keeps Viatris at the forefront of growth and performance.

Since our formation, we have consistently executed against our operational priorities.

The resilience of our business model continues to withstand a very complex and dynamic environment. The strong performance of the business and the execution of our underlying plan, focused on our strategic pillars, gives us the confidence that we will continue to achieve success. We have built a strong foundation, we have a bold vision for our future, and we have the key ingredients we need to be successful to deliver on our goals.

Our Commitment to Good Corporate Governance

Robust Shareholder Engagement

Our shareholder-centric model is rooted in our Board of Directors’ (“Board”) and management’s commitment to on-going, robust dialogue with shareholders to discuss and solicit shareholder feedback on key strategic, operational, financial, governance, and executive compensation topics, and to address other topics of importance to shareholders. Since October 2023, we met with 25 of our 50 largest shareholders representing approximately 40% of the outstanding shares (in each case based on June 30, 2024 shareholder data). In these meetings, various members of our management and, as appropriate or where requested, our Board, met with institutional investor executives, governance and stewardship team leads, and portfolio managers. Our leadership has also met with the analyst community, participated in seven investor conferences, and held informal direct shareholder discussions since October 2023.

Shareholder Discussion Highlights

R&D Event: At our R&D event in March 2024, we outlined how our R&D strategy has evolved to further our goal of building innovative, best-in-class, patent-protected assets on the foundation of our strong base business. We welcomed investors as our management team provided an in-person overview of our collaboration with Idorsia Ltd (“Idorsia”) and key elements of our pipeline.

Strategic Pillars to Accelerate Growth and Shareholder Return: On our second quarter 2024 earnings call, Chief Executive Officer (“CEO”) Scott A. Smith discussed our three strategic pillars: our diversified and growing base business, financial strength and significant cash flow, and expanding innovative portfolio. We expect our focus in these areas to accelerate growth and shareholder return both in the near term and into the future.

Executive Compensation: We discussed our simplified compensation program and how our metrics align with our key strategic priorities, in addition to the conclusion of certain legacy programs and arrangements. Our shareholders expressed strong support for our compensation programs at our 2023 annual meeting of shareholders (the “2023 Annual Meeting”), as we received 86% approval for our shareholder advisory vote regarding executive compensation. We believe this result is an endorsement of our compensation philosophy and our focus on a performance-based, shareholder-value-focused business model that is intended to help ensure that Viatris continues to attract and retain high-performing executives. Feedback was discussed with the Compensation Committee and Board, and we will continue to engage with shareholders in this area.

Corporate Social Responsibility: We discussed our 2023 Sustainability Report, including our goals related to access to medicine; diversity, equity, and inclusion (“DEI”); and the environment. Shareholders expressed support

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for our objectives in these areas and the progress we have made. Feedback was discussed with the Board, and we will continue to engage with shareholders in this area.

Board Structure and Oversight

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

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

For additional information regarding Board governance and oversight, please see pages 25 to 38.

Our Performance-Driven Compensation Program

The Board is committed to a simplified, transparent, highly 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.

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 “2023 Performance-Based Compensation Program” on pages 53 to 54.

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Building Sustainable Access to Medicine at Scale

Access at scale is essential to Viatris’ mission to empower people worldwide to live healthier at every stage of life, and we are proud to report, our medicines serve approximately 1 billion patients globally annually.¹ Managing key sustainability matters effectively is a fundamental component of our ability to achieve this impact.

As part of working to provide access to medicine throughout the globe, we are committed to advancing responsible and sustainable practices and operations. By partnering with stakeholders around the world, we seek to help 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:

Our Approach

We believe that companies can be a force for good and help address some of the world’s most pressing challenges, while being relevant and trusted partners. We believe that our greatest contribution is our holistic approach to building access to medicine at scale and supporting health systems across the world. We recognize that managing key corporate environmental and social matters, including inherent risks and opportunities, are part of good corporate governance, support long-term shareholder value creation and are fundamental to our overall mission.

Viatris’ Board oversees management’s efforts with respect to sustainability matters, including corporate environmental and social responsibility matters through its Governance and Sustainability Committee. Viatris’ sustainability function operates as a center of excellence within the Viatris Corporate Affairs leadership team. The Head of Global Sustainability drives the strategic and operational development of sustainability matters across the Company, together with key partners.

The Chief Corporate Affairs Officer reports directly to the CEO and, together with the Head of Global Sustainability, communicates quarterly with the Board on sustainability matters, including corporate environmental and social responsibility matters through the Governance and Sustainability Committee and, on an annual basis, the Governance and Sustainability Committee reviews progress with the Chief Corporate Affairs Officer and Head of Global Sustainability on sustainability matters, including corporate environmental and social responsibility matters that have been discussed with the Board to confirm the Company is tracking its priorities in this area. Additionally, a multifunctional Advisory Committee chaired by the Head of Global Sustainability and comprised of global leaders who meet monthly, monitors the external landscape and the Company’s progress with respect to environmental and social responsibility activities across the organization. Additional internal monthly to quarterly structured forums, addressing areas of focus with regards to CSR and sustainability for specific key functions, complement the Advisory Committee by ensuring input from a broad group of stakeholders is received.

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Our Focus Areas

To learn about our sustainability work in depth, we encourage you to read our 2023 Sustainability Report.³ The report sets forth Viatris’ work and efforts to further advance sustainable and responsible operations. It also discusses how we are progressing on our initial companywide sustainability goals in the areas of access and health, DEI, and environment (climate, water, and waste). This includes that our Scope 1, 2 and 3 greenhouse gas (“GHG”) emission reduction targets have been validated and approved by the Science Based Targets initiative (“SBTi”).

The following highlights our systematic efforts and progress across key areas:

Access and Global Health

As noted above, access is fundamental to our mission. It is not an initiative; it is our business model, and it is personal. It begins with our ability to sustainably deliver high-quality medicines to people, regardless of geography or circumstance. We believe we are a company uniquely positioned to bridge the traditional divide between generics and brands, combining the best of both to more holistically address healthcare needs globally.

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Our People

Behind every Viatris achievement are members of our global workforce, dedicated to advancing our mission by leveraging their unique experiences, skills and abilities.

Viatris is committed to providing opportunities for our people to achieve their full potential and collectively advance our shared goal of improving healthcare around the world. We do this through programs for our colleagues’ wellbeing, promoting an inclusive culture, providing competitive total rewards, and fostering career growth and professional development.

In 2023, Viatris launched Elevate, our wellbeing program for all colleagues. The program helps define our holistic approach to wellbeing, centered around three principles: Health, Purpose and Growth. As part of our Elevate program, we advanced the coverage of our Employees Assistance Programs and related resources to our colleagues globally.

We believe in fostering a culture where colleagues are enthusiastic about the work they do and feel valued, engaged and motivated. We have continued the work in understanding and evaluating the colleague experience based off our most recent global employee voice survey.

We have been expanding our professional development opportunities via internal and external resources. In 2023, we partnered with Harvard Business School to offer the first global cohort of the Viatris Executive Leadership Academy and further partnered to deliver the first Viatris Coaching for Managers Program for more than 250 management level colleagues from around the world.

Diverse perspectives drive innovation and our ability to make a difference. We know that unlocking our full potential means making Viatris a place where all colleagues are and feel welcomed to be their best, authentic selves every day. In 2023, we exceeded our engagement goal on DEI. Through our four active Employee Resource Groups, we bring together colleagues and allies with a shared focus on raising awareness of the unique lived experiences of different communities.

Protecting the health and safety of our colleagues is essential. We have a global Environmental, Health and Safety Management System, technical requirements, processes and systems that establish our foundation. These elements apply to all locations and guide us in cultivating a culture of health and safety throughout our global workforce.

Environmental Stewardship

We are committed to minimizing our impact on the environment while working to safeguard 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.

We continue to build readiness and further enhance our practices and are pursuing several environmental initiatives in the areas of efficiency, renewable energy and water and waste management. We have made progress on our goals to reduce GHG emissions, conduct water risk assessments in areas of high or extremely high-water stress and increase the number of sites with zero waste sent to landfill.

Viatris Scope 1, 2 and 3 GHG reduction targets are validated and approved by SBTi, and the SBTi has classified Viatris’ Scope 1 and 2 target ambition and has determined that it is in line with the 1.5°C trajectory.

We remain committed to promoting environmentally responsible manufacturing, including through the continued adoption of the Antibiotic Manufacturing Standard in our operations and in the external supply chain. In 2023, our facility in Aurangabad, India, became the first site in India to receive British Standards

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Institute Certification under the Antibiotic Manufacturing Standard. Furthermore, we are leveraging our membership in the Pharmaceutical Supply Chain Initiative 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 collective capabilities, while addressing unique local needs.

We rely on our extensive partner network to respond to urgent needs when a crisis strikes. In communities around the world in 2023, Viatris responded to several emergencies that displaced residents and caused suffering, including devastating earthquakes, unprecedented wildfires and armed conflicts. We continued our support to established partners including Direct Relief, World Central Kitchen, the American Red Cross, SBP, Save the Children, Americares and Dispensary for Hope to respond to various needs, including supporting medical relief shipments and access to food and housing.

Business partnerships, collaboration within and across sectors, memberships, and philanthropic collaborations help us serve patients, healthcare systems and communities worldwide.

Viatris was recently named to TIME’s World’s Most Sustainable Companies 2024 List. This follows inclusion on USA TODAY’s list of America’s Climate Leaders this past May. Other accolades for Viatris include inclusion on 3BL’s 100 Best Corporate Citizens of 2023 Ranking, Newsweek’s America’s Greenest Companies 2024, TIME’s World’s Best Companies 2023 list and Forbes’ list of World’s Best Employers 2023. The Company has also been included on Forbes’ list of World’s Best Employers 2022 and 2021, and has received Great Place to Work^® certifications and Top Employers certifications in multiple countries, among others.

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Viatris’ Board of Directors

Board Overview

The Board and the Governance and Sustainability 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 31 to 33 and 38 to 39 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-Governance. 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 has three women members, each of whom is nominated for re-election at the 2024 Annual Meeting, including our Chair, and three of our Board committees are chaired by women (Executive; Finance; and Governance and Sustainability). Our current Directors also include one individual that self-identifies as African American or Black, one individual that self-identifies as Hispanic or Latinx, one individual that self-identifies as Asian, and one individual who self-identifies as White and Asian and is also included in the Two or More Races or Ethnicities category (in each case as such terms are defined in NASDAQ’s Board Diversity Matrix Instructions), each of whom is nominated for re-election at the 2024 Annual Meeting. 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 33.

The following chart highlights certain of our Director nominees’ key skills and experience. 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 38, our Director nominees’ key skills and experience and diversity are among the factors considered by the Governance and Sustainability Committee in nominating Director candidates. Ten of 12 current Directors and nominees for Director at the 2024 Annual Meeting are independent under the applicable NASDAQ listing rules.

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Key Director Statistics

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

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10/12

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

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11/12

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

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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

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12/12

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, supply chain, customers, sustainable access to medicine, product quality and patient safety, and marketing

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9/12

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

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

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7/12

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

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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

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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

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Board Diversity

Independence		Committees Chaired by Women		Age Distribution		Diversity of Directors

The following board diversity matrix presents the annual disclosure of information on our current Directors’ voluntary self-identified characteristics in accordance with applicable NASDAQ listing standards. As detailed in the below matrix, the Company currently has one Director who self-identifies as African American or Black, one Director who self-identifies as Hispanic or Latinx, one Director who self-identifies as Asian and one Director who self-identifies as White and Asian and is also included in the Two or More Races or Ethnicities category. Our board diversity matrix as of October 30, 2023 can be found in the definitive proxy statement for the 2023 Annual Meeting filed with the Securities and Exchange Commission (“SEC”) on November 3, 2023.

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Item 1

Election of Directors

The first item for consideration at the 2024 Annual Meeting is the election of 12 Director nominees. The Board has, upon the recommendation of our Governance and Sustainability Committee, nominated each of our current Directors, W. Don Cornwell, JoEllen Lyons Dillon, Elisha Finney, Leo Groothuis, Melina Higgins, James M. Kilts, Harry Korman, Rajiv Malik, Richard Mark, Mark Parrish, Scott A. Smith, and Rogério Vivaldi Coelho (the “Nominees”) for re-election at our 2024 Annual Meeting. If re-elected, each Nominee will serve as a Director until our 2025 annual meeting of shareholders and until their successor is duly elected and qualified, or until their earlier death, resignation, removal or retirement.

The Board and the Governance and Sustainability Committee have carefully evaluated the experience, structure, culture, 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 for the benefit of shareholders and other stakeholders. Based on these considerations, among others, Viatris’ Board recommends a vote “FOR” the election of each of the Nominees.

The Board’s general criteria for nomination to the Board are set forth in “How Our Directors Are Selected and Evaluated” beginning on page 38.

Information about each Nominee’s specific experience, qualifications, attributes or skills that led the Board to conclude that he or she should be re-elected as a Director is set forth below on pages 16 to 24. Each Nominee is currently on Viatris’ Board and each has consented to act as a Director if elected at the 2024 Annual Meeting.

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Directors Nominated for Election at the 2024 Annual Meeting

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Director Independence

Viatris’ Board has determined that Mr. Cornwell, Ms. Dillon, Ms. Finney, Mr. Groothuis, Ms. Higgins, Mr. Kilts, Mr. Korman, Mr. Mark, Mr. Parrish, and Dr. Vivaldi 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 was a partner of PJT Partners (“PJT”) until January 2023 when he became a member of its board of directors. PJT served as a financial advisor to Viatris in connection with the transaction between Viatris and Biocon Biologics Limited pursuant to which Viatris contributed its biosimilars portfolio to Biocon Biologics Limited. Mr. Cornwell’s son was not involved in PJT’s work related to such transaction. With respect to Mr. Groothuis, the Board considered his prior service to Mylan and the Company at NautaDutilh, an international law firm, where he was a partner until May 2022. The Board determined that any such past arrangements, transactions or relationships would not interfere with the exercise of independent judgment by Messrs. Cornwell or Groothuis in carrying out his respective responsibilities as a Director of Viatris.

Messrs. Malik and Smith are not independent Directors under applicable NASDAQ listing rules.

The Board had previously determined that Pauline van der Meer Mohr, who served on the Board until December 15, 2023, was independent under the applicable NASDAQ listing rules. Robert J. Coury, who served on the Board until December 15, 2023, and Michael Goettler, who served on the Board until April 1, 2023, were not independent Directors under applicable NASDAQ listing rules.

How Our Board Governs and Is Governed

Viatris’ Board Structure

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

The Board has selected a leadership and management structure that it believes is best suited to meet the needs of the Company and our shareholders. The flexibility to make these decisions serves the interests of the Company and its shareholders, as the Board is best positioned to evaluate the optimal leadership structure for the Company based upon the respective talents of the individual Directors and the Company’s leadership team, strategic objectives, and challenges and opportunities over time.

Our Board Structure

The Board believes that its current leadership structure – Mr. Smith as CEO and Ms. Higgins as independent Board Chair – provides a clear delineation of responsibilities for each position and fosters greater accountability of management, which remain critical given our enduring focus on execution and results. The Board believes this structure allows the CEO to continue to focus on running the Company on a day-to-day basis while allowing the Chair to lead the Board in providing advice to, and independent oversight of, management. As set forth below, the independent Chair also has significant authority for all Board matters and serves as Chair of the Executive Committee.

As described in “Setting and Overseeing Strategy” on pages 33 to 34 below, the Board actively discusses, determines and oversees the Company’s strategies intended to unlock value for the Company and its shareholders and ensure the durability, sustainability, and stability of the business. The Board believes that

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Ms. Higgins’ skills and experience detailed on page 18 as well as her deep knowledge of the Company make her an invaluable leader of the Board and resource to the CEO and management, particularly at this crucial juncture. The Chair determines the information sent to Board, the Board’s meeting agendas, and meeting schedules to assure that the Board is properly informed with respect to agenda items in advance and that there is sufficient time for discussion of agenda items at the meetings. The Chair presides at all meetings of shareholders and serves as point person for shareholders wishing to communicate with the Board. The Chair of the Board also serves as Chair of the Executive Committee. The independent Chair also presides at executive sessions of the independent Directors and has the authority to call meetings of the independent Directors. As set forth in the Corporate Governance Principles, the independent Chair is responsible for appointing a Director to serve as Vice Chair. The Vice Chair serves on the Executive Committee and, in the absence of the Chair, presides over Board meetings. Upon her election as Chair, Ms. Higgins appointed Mr. Parrish to serve as Vice Chair of the Board.

Mr. Smith is tasked with leading the daily management and performance of the business, which include, among other responsibilities, building and enhancing the Company’s commercial excellence and executing on its strategy to increase access to quality medicines and services through the Global Healthcare Gateway^® and further move up the value chain by focusing on more complex and innovative products to build a more durable higher margin portfolio, while continuing to explore opportunities to unlock shareholder value. The Board continues to believe that Mr. Smith’s experience and expertise positions him to manage the global nature and complexity of a business that we believe will continue on a path of growth. 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 eight times in 2023. In addition to meetings of the Board, Directors attended meetings of individual Board committees of which they were members, and all Directors standing for re-election attended greater than 75% of the aggregate of Board meetings and meetings of the committees of which they were a member in 2023. From January 1, 2024 to October 18, 2024, the Board met four times: all Directors standing for re-election attended more than 75% of the aggregate of Board meetings and meetings of the committees of which they were a member in 2024 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, without any non-independent Directors or members of management present. The independent Directors of the Board met five times in executive session in 2023 and three times between January 1, 2024 and October 18, 2024, with either of Ms. Higgins, the Chair effective immediately following the 2023 Annual Meeting, or Mr. Parrish, the Lead Independent Director prior to Ms. Higgins’ election as Chair, presiding at those executive sessions.

Pursuant to Viatris’ Corporate Governance Principles, Directors are expected to attend the annual meeting of shareholders of the Company, where practicable. Twelve Directors at the time of the 2023 Annual Meeting, including the 11 Directors standing for re-election at the 2024 Annual Meeting who were also Directors at the time of the 2023 Annual Meeting, attended such meeting in person.

Meetings of Viatris’ Board Committees

The committees of the Board are the Audit Committee, the Compensation Committee, the Compliance and Risk Oversight Committee, the Executive Committee, the Finance Committee, the Governance and Sustainability 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, the Bylaws, and Corporate Governance Principles, is available on Viatris’ website at https://www.viatris.com/en/About-Us/Corporate-Governance.

Prior to the 2023 Annual Meeting, the committees of the Board were the Audit Committee, the Compensation Committee, the Compliance Committee, the Executive Committee, the Finance Committee, the Governance and Nominating Committee, and the Risk Oversight Committee. Effective immediately following the 2023 Annual Meeting, (1) the Governance and Nominating Committee assumed the former Risk Oversight Committee’s responsibility for overseeing management’s efforts with respect to corporate environmental and social responsibility matters and was renamed the Governance and Sustainability Committee and (2) the Risk Oversight Committee and Compliance Committee were consolidated to be the Compliance and Risk Oversight Committee. In May 2024, the Board also re-established the Science and Technology Committee, which had previously been dissolved in February 2023.

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The Audit, Compensation, Compliance and Risk Oversight, Executive, Finance, and Governance and Sustainability Committees are composed entirely of independent Directors (as defined in the applicable NASDAQ listing rules and applicable SEC rules). Board approval of any Director appointment to the Audit, Compensation, Compliance and Risk Oversight, and Governance and Sustainability Committees must include at least a majority of the independent Directors. 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.

Information regarding each of the committees is provided below and on the following pages, and pages 35 to 38 provide additional discussion of committee responsibilities with respect to risk oversight.

The table below provides the current membership (as of the date of this Proxy Statement) and meeting information for 2023 and 2024 (through October 18, 2024) for each Board committee held during each such period. In 2023, the committees collectively held 47 meetings and in 2024, the committees collectively held 24 meetings through October 18, 2024.

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Board Refreshment and Succession Planning

Viatris’ Board, with the support of the Governance and Sustainability 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.

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Viatris’ Board and Governance and Sustainability 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 Sustainability 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.

Viatris’ Board of Directors has always believed that diverse experiences and perspectives help drive innovation and serve Viatris’ mission, both at the board level and in management. The Board’s Diversity and Inclusion Policy, formalizes its longstanding commitment to fostering a culture of inclusion and seeking, supporting, valuing and leveraging diversity in the Board’s composition, including a mix of genders, nationalities, ethnicities, races, and/or ages 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. The Board and Governance and Sustainability Committee consider this policy and diversity matters generally during their self-evaluations and when nominating Directors for election to the Board, and the Board considers the policy effective in making sure these matters are appropriately considered.

The Board has three women members, including our Chair, and three of our Board committees are chaired by women (Executive; Finance; and Governance and Sustainability). Our current Directors and Nominees also include one individual that self-identifies as African American or Black, one individual that self-identifies as Hispanic or Latinx, one individual that self-identifies as Asian, and one individual who self-identifies as White and Asian, in each case as such terms are defined in NASDAQ’s Board Diversity Matrix Instructions. In addition, two of our executive officers (Chief Financial Officer (“CFO”) and Chief Commercial Officer) are women.

As part of the Board’s ongoing focus on board refreshment, since 2021 a third-party search firm has assisted with identifying potential new Director candidates, including gender and racially/ethnically diverse candidates. After initial screenings and outreach, as well as additional guidance from the Governance and Sustainability Committee, members of that committee and selected other Directors interviewed potential Director candidates identified by the third-party search firm as well as additional potential Director candidates recommended by Viatris Directors. Based on this process, the Board, on the recommendation of the Governance and Sustainability Committee, appointed Ms. Finney and Mr. Smith to the Board in December 2022 to fill the two vacancies resulting from the retirements of Neil Dimick and lan Read, appointed Mr. Groothuis to the Board in May 2023 to fill the vacancy resulting from Michael Goettler ceasing to serve on the Board, and appointed Dr. Vivaldi to the Board in June 2024. We will continue to work to establish a pool of qualified potential candidates to support our Board refreshment efforts.

In addition, and as previously disclosed, in May 2023 we announced that Mr. Coury would not stand for re-election at the 2023 Annual Meeting and would cease to be a Director and to serve as an officer and employee of the Company, in each case effective as of the conclusion of the 2023 Annual Meeting, and the Board subsequently elected Melina Higgins as independent Chair of the Board effective immediately following the 2023 Annual Meeting.

Reflecting the critical importance of senior leadership to the success of the Company and its overall business strategy, our Corporate Governance Principles also 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 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

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session, as appropriate. These succession planning activities have been and may continue to be supported by independent third-party consultants.

The Board prioritizes reviewing and discussing the succession plans for the CEO and each of his direct reports. Management succession planning continues to be among the Board’s top priorities and is included in the annual goals for executive management. In connection with our management succession planning, in February 2023, the Company appointed Scott A. Smith as CEO. In addition, in December 2023, the Company appointed Doretta Mistras to serve as CFO beginning March 1, 2024, and in April 2024, the Company appointed Dr. Corinne Le Goff to serve as Chief Commercial Officer beginning April 15, 2024.

Annual Board and Committee Self-Evaluations

The Governance and Sustainability Committee is responsible for overseeing the annual self-evaluation of the Board and its committees and, as part of those self-evaluations, engages an outside facilitator to lead the process. To date, the annual self-evaluations have alternated between using one-on-one interviews by the outside facilitator with each Director (with the outside facilitator then reporting out to the full Board) and a full Board discussion led by the outside facilitator. The self-evaluation process is designed to facilitate ongoing, systematic examination of the Board’s and committees’ effectiveness and accountability, and to identify opportunities for improving operations and procedures. In addition, the self-evaluations are intended to collect the perspectives of each Director, and are guided by use of a questionnaire, prepared by the outside facilitator, reviewed and approved by the Governance and Sustainability Committee and distributed to Directors in advance, which includes typical questions used to evaluate a board and its committees with appropriate tailoring for the Company. The questionnaire covers, among other topics: Board and committee composition and organization, including responsibilities and oversight assigned to each committee and the Board’s recent refreshment activities; diversity of the Board’s membership; Board and committee leadership and management, including the recent Board leadership transition; Board responsibilities and oversight with respect to topics including, among others, strategic matters, succession planning (including the recent CEO transition), risk oversight, CSR and human capital management and DEI; Board and committee culture, administration and materials/resources; and Board, committee and Director performance.

Following its discussion with the outside facilitator, the Board discusses potential action items and evolves its processes where appropriate.

Setting and Overseeing Strategy

The Board actively discusses, determines and oversees strategies intended to unlock value for the Company and its shareholders and ensure the durability, sustainability, and stability of the business. We believe the Board has demonstrated over time the consistency and natural progression of its strategy, resulting in a stable base from which we anticipate continued growth despite evolving, challenging, and often unpredictable market conditions.

Under the leadership of the Board, along with management, we laid out a clear and deliberate strategy to build a highly diversified company with multiple capabilities spanning numerous geographies and therapeutic areas. We established a roadmap that detailed and emphasized our strategic priorities to deliver value to our shareholders. Our initial focus was on stabilizing the base business, delivering on our pipeline, reducing debt, maintaining an investment grade credit rating and returning capital to shareholders. We also entered into certain transactions in order to simplify our business, accelerate paydown of debt and unlock shareholder value. We now anticipate a period of renewed growth and leadership as we expand our portfolio of more innovative, best-in-class, patent-protected assets.

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Viatris has completed or announced several transactions that illustrate its ongoing commitment to these priorities:

The Board remains committed to overseeing continuing efforts to further unlock the value of our unique global platform and return capital to shareholders and to maintaining an ongoing dialogue with shareholders regarding a broad range of topics, including, among others, our differentiated strategy and business model; the Global Healthcare Gateway^®; de-leveraging strategies; debt reduction; governance; compensation; sustainability; and further enhancing our efforts to advance our corporate environmental and social responsibility performance.

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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, financial, and economic risks, the Company faces potential risks related to, among others, executing on and implementing our strategic objectives, including completed or potential acquisitions and divestitures; IT and cybersecurity; data privacy; financial controls and reporting; manufacturing and quality; legal, regulatory and compliance requirements and developments; the global nature of our operations; human capital management; 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 and long-term financial and operational performance, and protect our assets (financial, intellectual property, and information, among others). Risk management is an enterprise-wide objective and is 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. Our internal audit function coordinates cross functionally to update the Company’s enterprise risk assessment, including the identification of key and emerging risks, and reviews and refreshes this analysis quarterly with executive management. For each key or emerging risk identified, the Company establishes risk monitoring ownership from which quarterly updates are collected for executive management and the Compliance and Risk Oversight Committee. The Company’s internal risk committee of senior management consists of senior leaders across multiple disciplines, including internal audit, IT, information security, compliance, corporate affairs, operations, finance, legal, and quality and meets quarterly to review and discuss risks and trends, which vary across the short-, medium- and long-term. 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 Company’s risk oversight framework also aligns with our Disclosure Controls and Procedures. For example, the Company’s Disclosure Committee reviews the Company’s quarterly and annual financial statements and related disclosures. The Disclosure Committee consists of senior management including our CFO, Chief Legal Officer, Corporate Controller, Chief Corporate Affairs Officer, Head of Capital Markets, and General Counsel—Corporate Securities and Transactions, all of whom participate in the associated risk assessment as described above. The financial statements are also reviewed with the CEO before being reviewed with and approved by the Audit Committee, and filed with the SEC.

The Board 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 Board committees has full access to officers and employees of the Company, and the Board and committees also meet without members of management present. The Board and committee Chairs periodically discuss the allocation of specific risk oversight matters between the various Board committees and the Board believes that its current risk oversight structure, as outlined below, assigns particular risk oversight matters to the Board committees that have the appropriate expertise to manage them. The Board also has the authority to form special strategic committees if it believes that it would be advisable to oversee significant strategic or other corporate actions, including the risks related thereto. All committees also have access to outside advisors in their sole discretion and periodically receive external updates concerning oversight of risks related to

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the Company and management’s efforts to manage risk. The Compliance and Risk Oversight Committee is responsible for appointing and replacing the Company’s Chief Compliance Officer, who is responsible for, among other things, the day-to-day management and implementation of the Company’s Corporate Compliance Program and who reports to the Compliance and Risk Oversight Committee and the Chief Legal Officer. In addition to meeting with the Company’s internal risk committee of senior management, which meets at least quarterly, the Chief Compliance Officer meets at least quarterly with the Audit Committee and Compliance and Risk Oversight Committee.

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.

The Vice Chair of the Board serves as Chair of the Compliance and Risk Oversight Committee, which also meets at least twice a year with other committee Chairs to discuss risk-related matters and the Company’s enterprise risk management framework. While the full Board has retained responsibility for overseeing strategic risks to the business overall, it has delegated oversight of specific risks to its committees as outlined below.

Board Committees’ Role in Risk Oversight

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The Board’s Role in Oversight of Corporate Environmental and Social Responsibility Matters

Viatris’ Board oversees management’s efforts with respect to sustainability matters, including corporate environmental and social responsibility matters through its Governance and Sustainability Committee. The Company’s sustainability function operates as a center of excellence within the Viatris Corporate Affairs leadership team. The Head of Global Sustainability drives the strategic and operational development of sustainability matters across the Company, together with key partners. The Chief Corporate Affairs Officer reports directly to the CEO and, together with the Head of Global Sustainability, communicates quarterly with the Board on sustainability matters, including corporate environmental and social responsibility matters through the Governance and Sustainability Committee and, on an annual basis, the Governance and Sustainability Committee reviews progress with the Chief Corporate Affairs Officer and Head of Global Sustainability on sustainability matters, including corporate environmental and social responsibility matters that have been discussed with the Board to confirm the Company is tracking its priorities in this area.

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

The Company maintains an information security program designed to identify, protect, detect, respond to and recover from cybersecurity threats. The Company’s Chief Information Security Officer & Head of Global Security, under the direction of the Company’s Chief Compliance Officer, reports quarterly to an internal risk committee of senior management which includes the CEO, CFO, Chief Legal Officer, Chief People Officer, Chief Corporate Affairs Officer, Regional Presidents, Chief Information Officer and Chief Compliance Officer, and to the Board on the progress of the information security program and overall security status.

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The Compliance and Risk Oversight Committee of the Board is responsible for reviewing management’s exercise of its responsibility to identify, assess, and manage material risks not allocated to the Board or another Committee of the Board, including data security programs and cybersecurity and IT. In the event of a severe cybersecurity incident, such as a ransomware attack or other incident that has a severe adverse effect on Viatris’ operations, critical systems or sensitive data, or which may cause severe reputational damage, executive management may determine that is necessary to notify the Board or the Compliance and Risk Oversight Committee about such a cybersecurity incident immediately. Otherwise, the Compliance and Risk Oversight Committee receives reports from executive management on data security, cybersecurity and information security-related matters on at least a quarterly basis, including with respect to related risks, risk management, risk reduction programs, and relevant legislative, regulatory, and technical developments. On a biannual basis, the Compliance and Risk Oversight Committee and Chairs of each other Committee of the Board receive an information security update from the Company’s Chief Information Security Officer & Head of Global Security, the Chief Compliance Officer and the Chief Information Officer. The full Board receives a report on the respective quarterly discussions from the Chair of the Compliance and Risk Oversight Committee each quarter.

Board Education and Director Orientation

The Governance and Sustainability Committee is responsible for overseeing and reviewing quarterly Director continuing education programs, including educational seminars, presentations, conferences and other programs or 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. Past trainings have included the Stanford Graduate School of Business Directors’ Consortium and Deloitte’s Board Symposium, among others. The Company reimburses Directors for costs associated with any related seminars and conferences, including travel expenses.

The Governance and Sustainability Committee is also responsible for overseeing and annually reviewing the Company’s Director orientation program. The program is designed to familiarize new Directors with, among other matters, the Company’s business, operations, financial reporting, risk management and executive officers. In addition, new Directors receive extensive onboarding materials which address topics including the Company’s strategy, policies, Director roles and responsibilities, corporate governance policies and procedures, and leadership structure.

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 Sustainability Committee considers the following general criteria, among others, in nominating Director candidates. These criteria reflect the traits, abilities, and experience that the Board considers in determining candidates for election:

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In addition to the criteria set forth above, and any others the Governance and Sustainability Committee or Viatris’ Board may consider, a majority of the members of the Board must be “independent”, as that term may be defined from time to time by the applicable NASDAQ listing standards, including that an independent Director must be free of any relationships which, in the opinion of the Board, would interfere with the exercise of such Director’s independent judgment in carrying out the responsibilities of a Director.

As needed, the Governance and Sustainability Committee may identify new potential Director nominees by, among other means, requesting current Directors, executive officers, and external advisors to notify it if they become aware of persons meeting the criteria described above who would be suitable candidates for service on Viatris’ Board. The Committee also may, as needed, engage one or more firms that specialize in identifying Director candidates. The Governance and Sustainability Committee also may consider candidates recommended by shareholders in accordance with the procedures outlined in the question titled, “How do I recommend a candidate for nomination to Viatris’ Board?” on page A-8. The Committee’s evaluation process does not vary based on whether a candidate is recommended by a shareholder.

As appropriate, the Governance and Sustainability Committee will review publicly available information regarding a potential candidate, request information from the candidate, review the candidate’s experience and qualifications, including in light of any other candidates the Governance and Sustainability Committee might be considering, and conduct, together with other members of Viatris’ Board, one or more interviews with the candidate. Governance and Sustainability Committee members or their designees also may contact one or more references provided by the candidate or may contact other members of the business community or persons who have first-hand knowledge of the candidate’s talents and experience. With respect to Board composition, the Board considers characteristics such as expertise, experience, knowledge, abilities and diversity (including nationality, ethnicity, race, age, gender, education and professional background), among others.

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 2023, 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:

Since approximately 1995, The Coury Firm LLC (together with its predecessors, “TCF”) and, in the past, other affiliated entities of TCF, has been serving as the broker of record in connection with several of Mylan’s and, since the closing of the Combination, Viatris’ employee benefit programs. TCF is in the business of providing strategic corporate benefits advice and services, among others. 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, a Director and executive officer of the Company until December 15, 2023, and TCF is beneficially owned by brothers and trusts on behalf of brothers and children of Mr. Coury. 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 2023 and through October 18, 2024, received payments totaling approximately $73,000 in commissions for these services directly from the insurance carriers (including payments for 2022 business paid in 2023). Commencing on September 1, 2023, the parties further extended this agreement through December 31, 2026 on substantially the same terms.

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Based on the contractual terms of Mr. Coury’s previous Executive Employment Agreement with the Company and the Transition and Advisory Agreement and Release entered into with him in connection with his transition to Chairman Emeritus and Senior Strategic Advisor to the Company, Mr. Coury is eligible to use Company aircraft for personal purposes through the end of his service as Chairman Emeritus and Senior Strategic Advisor. Since Mr. Coury’s transition on December 15, 2023 and through October 18, 2024, the value of such aircraft usage based on comparable third-party charter rates is equal to approximately $189,800, which we believe is a fair estimate of the approximate dollar value of such transaction and of Mr. Coury’s interest in it, although the Company is providing this benefit through existing Company resources and is not incurring expenses to any third-party charter provider.

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 most recently served as Head of Operations Strategic Initiatives until her departure effective December 31, 2022. In 2023, Ms. Campbell received an annual short-term cash incentive bonus of approximately $93,000 and deferred compensation and salary payments of approximately $7,000, in each case related to work performed in 2022, payment of approximately $21,000 for previously accrued but unused vacation days, and standard Company severance payments of approximately $166,000.

Mr. Malik, a Director and former executive officer of the Company, 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 $476,000 from January 1, 2023 through October 18, 2024 for services provided to Mr. Malik in connection with certain previously disclosed drug pricing matters. The Company anticipates making additional payments of approximately $131,000 in 2024 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 the Audit Committee to review and approve or ratify, 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”)), 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.

40 | 2024 Proxy Statement

How Non-Employee Directors Are Compensated

Non-Employee Director Compensation for 2023

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