Viatris Inc
For the period ended Dec 5, 2025. Filed Oct 24, 2025.
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Dec 5, 2025 · Filed Oct 24, 2025
Contents
2024 Long-Term Incentive Compensation Programs
Long-Term Incentive Compensation Grants for 2024
The Compensation Committee believes that the value of long-term incentives should be directly related to the performance of Viatris’ common stock over several years, as well as other measures associated with the growth, success, and long-term sustainability of Viatris. The Compensation Committee approved annual long-term incentive (“LTI”) award grants in the first quarter of 2024.
In 2022, we increased the percentage of performance-based awards (which are subject to a TSR modifier) from 60% to 65%, with 65% of each NEO’s award in the form of PRSUs and 35% in the form of RSUs and we continued this practice in 2024. This increase in the allocation to PRSUs reflects a further reinforcement of our pay-for-performance philosophy and our robust shareholder engagement. RSUs vest ratably over a three-year period following the grant date, and PRSUs vest as described below. This mix of LTI awards provides NEOs with a combination of incentives and aligns them with the interests of shareholders.
Each NEO’s 2024 LTI award had a targeted value at grant equal to a percentage of the NEO’s base salary. In setting each NEO’s LTI targeted value, the Compensation Committee considered a variety of factors, including, among others, peer group compensation and expectations regarding individual roles and responsibilities.
For 2024, the Compensation Committee approved the following annual LTI award values for our active NEOs:
| NEO | PRSUs | RSUs | Total LTI Award |
|---|---|---|---|
| Scott A. Smith1 | $6,370,000 | $3,430,000 | $9,800,000 |
| Doretta Mistras | $2,145,000 | $1,155,000 | $3,300,000 |
| Corinne Le Goff | $2,275,000 | $1,225,000 | $3,500,000 |
| Brian Roman | $1,608,750 | $866,250 | $2,475,000 |
| Paul Campbell | $1,178,125 | $634,375 | $1,812,500 |
| 1 | In 2024, Mr. Smith's annual LTI award as a percentage of annual base salary was reduced from 800% to 700% pursuant to the terms of his offer letter. |
2024 Three-Year PRSU Performance Metrics
The 2024 grant of PRSUs is subject to free cash flow performance and TSR performance relative to the S&P 500 Pharmaceutical Index, which is used as a modifier to determine the final payout percentage, as described below. The free cash flow metric incentivizes effective use of Viatris’ capital to drive cash flow generation, encouraging behavior that is closely aligned with our efforts to drive a durable and sustainable business. In addition, the relative TSR modifier impacts executive pay based on Viatris’ performance as compared to industry competitors.
As shown in the table below, payouts under the 2024 PRSUs will be determined in two steps. First, in the first quarter of 2027, the outcome of the free cash flow metric will be assessed, resulting in an initial payout percentage of 50% for threshold performance (with 0% payout for below threshold performance) up to 150% for maximum performance, with linear interpolation for achievement between threshold and maximum. Second, the relative TSR metric will be applied as a modifier to the initial payout percentage with the effect of decreasing it by 30%, leaving it unaffected, or increasing it by 30%.
| Metric | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| Free Cash Flow1 | 100% | $6,200 million | $7,200 million | $8,200 million |
| Relative TSR of Peer Group2 | Multiplier | At or Below 25th Percentile of Peer Group | Between 25th and 75th Percentiles of Peer Group | At or Above 75th Percentile of Peer Group |
| Payout Opportunity (as % of Target) | 35% | 100% | 195% |
| 1 | Free cash flow is derived from Viatris’ audited financial statements in the same manner as the calculation for Viatris’ 2024 annual incentive program, except that the calculation for the 2024 PRSUs further adjusts for any of the following, as applicable: material changes in tax laws, unbudgeted restructuring costs and unbudgeted R&D expense. Free cash flow for the 2024 PRSUs will be the sum of such free cash flow measure for each of the years ended December 31, 2024, 2025 and 2026 and will utilize budgeted foreign exchange rates for the relevant year. Viatris’ free cash flow as reported for the twelve months ended December 31, 2024 is reconciled to the most directly comparable U.S. GAAP measure in Appendix B. |
2025 Proxy Statement | 51
| 2 | Relative TSR is calculated by comparing the difference between Viatris’ 30-day trailing average closing ordinary share price at the day before the beginning of the performance period and day before the end of the performance period plus any dividends paid during the performance period against the same metric for each company in the S&P 500 Pharmaceutical Index. |
Payouts with respect to PRSUs granted in 2024 will be determined in early 2027 following the conclusion of the three-year performance cycle.
2022-2024 Three-Year PRSU Performance Metric Results
During the three-year period of 2022 to 2024, Viatris achieved the following performance against the Compensation Committee-approved performance goals:
| Metric | Weighting | Threshold | Target | Maximum | Results |
|---|---|---|---|---|---|
| Free Cash Flow1 | 100% | $6,900 million | $7,900 million | $8,900 million | $9,495 million |
| Relative TSR of Peer Group2 | Multiplier | At or Below 25th Percentile of Peer Group | Between 25th and 75th Percentiles of Peer Group | At or Above 75th Percentile of Peer Group | 67thPercentile |
| Payout Opportunity (as % of Target) | 35% | 100% | 195% | ||
| 1 | Free cash flow is derived from Viatris’ audited financial statements in the same manner as Viatris’ publicly reported free cash flow, except that the calculation for the 2022-2024 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 Pharma, Inc. (“Oyster Point”) and Famy Life Sciences Private Limited (“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, Biocon Biologics Transaction-related taxes and transaction costs and results of the divested biosimilars business from the closing of the transaction on November 29, 2022 through December 31, 2022, material unplanned litigation gains or losses equal to or greater than $25 million in the aggregate, proceeds from the sale of certain property, plant and equipment, unbudgeted R&D costs, unbudgeted restructuring costs, and the impact of free cash flow from divestitures that closed in 2022 to 2024. Free cash flow for the 2022-2024 three-year PRSUs is the sum of such free cash flow measure for each of the years ended December 31, 2022, 2023, and 2024. Viatris’ free cash flow as reported for each of the three years ended December 31, 2022, 2023 and 2024 is reconciled to the most directly comparable U.S. GAAP measure in Appendix B. |
| 2 | Relative TSR is calculated by comparing the difference between Viatris’ 30-day trailing average closing ordinary share price at the day before the beginning of the performance period and day before the end of the performance period plus any dividends paid during the performance period against the same metric for each company in the S&P 500 Pharmaceutical Index. |
The following table shows the 2022-2024 PRSU share award payout for each active NEO reflecting Company performance at 150% of target.
| NEO1 | Actual Award (# of Shares) |
|---|---|
| Scott A. Smith | N/A |
| Doretta Mistras | N/A |
| Corinne Le Goff | N/A |
| Brian Roman | 162,468 |
| Paul Campbell | 169,238 |
| 1 | Mr. Smith, Ms. Mistras, and Dr. Le Goff did not receive the 2022 PRSU grant as they were not active employees in 2022 at time of grant. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.