Viatris Inc
For the period ended May 15, 2026. Filed Apr 2, 2026.
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May 15, 2026 · Filed Apr 2, 2026
Contents
2025 Long-Term Incentive Compensation Programs
Long-Term Incentive Compensation Grants for 2025
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 2025.
2026 Proxy Statement | 53
We deliver 65% of targeted long-term incentive value in the form of performance-based awards (which are subject to a TSR modifier) and 35% in the form of RSUs. The majority allocation of PRSUs reflects a 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 2025 LTI award had a targeted value at grant equal to a percentage, which remained unchanged in 2025, 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 2025, the Compensation Committee approved the following annual LTI award values for our NEOs:
| NEO | PRSUs | RSUs | Total LTI Award |
|---|---|---|---|
| Scott A. Smith | $6,597,500 | $3,552,500 | $10,150,000 |
| Doretta Mistras | $2,210,000 | $1,190,000 | $3,400,000 |
| Corinne Le Goff | $2,340,000 | $1,260,000 | $3,600,000 |
| Brian Roman | $1,657,500 | $892,500 | $2,550,000 |
| Andrew Enrietti1 | $1,015,625 | $1,346,875 | $2,362,500 |
| 1 | Mr. Enrietti received a one-time LTI award in the form of RSUs at the time of his transition to the Chief Administrative and Transformation Officer role. His future LTI will be delivered 65% in the form of performance-based awards and 35% in the form of RSUs consistent with the other NEOs. |
2025 Three-Year PRSU Performance Metrics
The 2025 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 2025 PRSUs will be determined in two steps. First, in the first quarter 2028, 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% | $5,500 million | $6,500 million | $7,500 million |
| Relative TSR of Peer Group2 | Multiplier | At or Below25th Percentile ofPeer Group | Between 25th and75th Percentiles ofPeer Group | At or Above75th Percentile ofPeer 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’ 2025 annual incentive program, except that the calculation for the 2025 PRSUs further adjusts for any of the following, as applicable: material unplanned litigation gains and losses equal or greater than $25 million in the aggregate, material changes in tax laws, unbudgeted restructuring costs, increased R&D expense with respect to M&A activities, and material acquisition costs. Free cash flow for the 2025 PRSUs will be the sum of such free cash flow measure for each of the years ended December 31, 2025, 2026 and 2027 and will utilize budgeted foreign exchange rates for the relevant year. Viatris’ free cash flow as reported for the twelve months ended December 31, 2025 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. |
Payouts with respect to PRSUs granted in 2025 will be determined in early 2028 following the conclusion of the three-year performance cycle.
54 | 2026 Proxy Statement
2023-2025 Three-Year PRSU Performance Metric Results
During the three-year period of 2023 to 2025, Viatris achieved the following performance against the Compensation Committee-approved performance goals:
| Metric | Weighting | Threshold | Target | Maximum | Results |
|---|---|---|---|---|---|
| Free Cash Flow1 | 100% | $6,000 million | $7,000 million | $8,000 million | $8,794 million |
| Relative TSR of Peer Group2 | Multiplier | At or Below25th Percentileof Peer Group | Between 25th and75th Percentilesof Peer Group | At or Above75th Percentileof Peer Group | 72nd Percentile |
| Payout Opportunity (as % of Target) | 35% | 100% | 195% | 150% |
| 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 2023-2025 three-year PRSUs utilized budgeted foreign exchange rates for the relevant year and further adjusts for the following, as applicable: transaction costs and taxes primarily related to the Company's acquisitions and divestitures, 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 2023 to 2024. Free cash flow for the 2023-2025 three-year PRSUs is the sum of such free cash flow measure for each of the years ended December 31, 2023, 2024, and 2025. Viatris’ free cash flow as reported for each of the three years ended December 31, 2023, 2024 and 2025 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 2023-2025 PRSU share award payout for each NEO reflecting Company performance at 150% of target.
| NEO1 | Actual Award(# of Shares) |
|---|---|
| Scott A. Smith | 1,286,849 |
| Doretta Mistras | N/A |
| Corinne Le Goff | N/A |
| Brian Roman | 160,919 |
| Andrew Enrietti | 110,631 |
| 1 | Ms. Mistras and Dr. Le Goff did not receive the 2023 PRSU grant as they were not employees in 2023 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.