Item 11. Executive Compensation

Compensation Discussion and Analysis

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

Our Performance-Based Approach to 2021 Compensation

In early 2021, Viatris announced its 2021 financial guidance, which included adjusted EBITDA and free cash flow metrics

. These publicly reported metrics directly tie to strategic Company priorities for the first three years following the closing of the Combination, including rebalancing the business, generating strong and growing cash flows, and rapidly

de-levering.

In addition, the Company is focused on obtaining synergies to become more flexible and efficient while continuing to launch new products. For 2021, Viatris reported U.S. GAAP net loss of $1.3 billion, U.S. GAAP net cash provided by operating activities of $3.0 billion, adjusted EBITDA of $6.4 billion, and free cash flow of $2.6 billion.

Compensation in 2021 represents the first year of Viatris’ new compensation program. As described in more detail below, our 2021 program consists of base salary, performance-based annual incentive awards, and performance-based long-term incentive awards subject to financial metrics and a relative TSR modifier. There is strong alignment of pay and performance in our program, with approximately 70% of total target compensation delivered in the form of long-term equity and approximately 60% of total target compensation subject to performance conditions.

The Compensation Committee directly linked 2021 performance metrics to our stated strategy and financial goals. The table below also describes how our performance metrics support the Company’s strategic goals.

1	Viatris was not providing forward-looking guidance for U.S. GAAP net earnings (loss) or a quantitative reconciliation of its 2021 adjusted EBITDA guidance and provided a quantitative reconciliation of its 2021 free cash flow guidance. See “Non-GAAP Financial Measures” and Appendix A for additional information.

Performance Metrics		Rationale For Use
Adjusted EBITDA*		Measures the Company’s profitability and motivates the organization to focus on commercial execution and driving new product revenue, maintaining efficiency of our operations, capturing synergies, and disciplined expense management
Free Cash Flow*		Creates organizational emphasis and focus on cash through improved cash flow conversion, optimized working capital, and overall cash generation which can increase the return to shareholders
Global Regulatory Submissions		Emphasizes the importance of developing a robust pipeline of molecules that Viatris could manufacture and sell over subsequent years. A robust product pipeline can help Viatris move its products up the value chain and also supports sustainability while serving Viatris’ mission of providing access to high quality, affordable medications. In addition, we view this metric as a stepping stone to implementing ESG sustainability metrics in the future.
Leverage*		Reinforces commitment to investment grade rating, overall risk reduction, reducing interest expense, and delivering on financial commitments
Relative Total Shareholder Return (“TSR”)		A relative market performance metric to modify final payout percentages for performance restricted stock units (“PRSUs”) and further align with shareholders

*	Adjusted EBITDA, free cash flow and leverage are calculated from Viatris’ audited financial statements in the manner described in Appendix A.

Pay-For-Performance

Philosophy: 2021 Incentive Compensation Summary

Short-term incentive compensation

comprised approximately 17% of 2021 NEO target total compensation. In 2021, our management team’s operational execution resulted in short-term incentive payouts above target. Drivers of our 2021 short-term incentive results included:

	•		Above target adjusted EBITDA and free cash flow for short-term incentive compensation purposes, driven by the focus and efforts of the Company’s management, success of the Company’s cash optimization efforts, and synergy capture of approximately $500 million in 2021. The Company’s 2021 publicly reported results for adjusted EBITDA and free cash flow also exceeded the upper end of the initial guidance ranges provided in February 2021 and were within the upper ends of the updated guidance ranges provided in November 2021. For more information on and the differences between how adjusted EBITDA and free cash flow are calculated for purposes of the Company’s 2021 performance metrics and public reporting purposes, see “Elements of 2021 Compensation – 2021 Annual Incentive Compensation Program – Annual Incentive Compensation Payouts for 2021” on pages 28 to 29 and “Elements of 2021 Compensation – 2021 Long-Term Incentive Compensation Programs – 2021 Three-Year PRSU Performance Metrics” on pages 29 to 30.

	•		The Company also achieved above target global product submissions, across six product areas, because it was able to accelerate certain additional submissions due to the strength of its development programs.

Long-term incentive compensation

comprised approximately 70% of 2021 NEO target total compensation. Our short-term incentive compensation and long-term incentive compensation comprised approximately 87% of 2021 NEO target total compensation. Despite our strong 2021 operational performance, based on our TSR applicable to long-term incentive modifiers, our executives would experience significantly reduced realizable pay, particularly if the price of the Company’s stock remains at or around levels as of April 25, 2022 demonstrating the robustness of our

pay-for-performance

philosophy and the linkage of our compensation programs to TSR.

	•		Approximately 70% of target NEO total compensation is in the form of long-term equity grants, the value of which is directly correlated with the price of the Company’s stock.

	•		60% of NEO equity awards are subject to leverage ratio and free cash flow metrics measured over a three-year time period. These equity awards are also subject to a relative market performance metric (relative TSR), which we included after discussions with shareholders to maximize alignment of executive and shareholder interests. Although we believe that Viatris stock is significantly undervalued and this modifier is measured on a three-year time frame, at the relevant stock price on the close of business April 25, 2022, any payouts of PRSUs would be automatically reduced by 30%, as described in more detail on pages 29 to 30.

Selected Highlights

Viatris’ first year focused on its initial priorities of defining and delivering on clear financial goals, including achieving approximately $500 million in cost synergies by 2021 and at least $1 billion by 2023, paying down $6.5 billion in debt by 2023, and initiating and growing a quarterly dividend. In just a short time, we believe we have made substantial progress on our initial priorities, while advancing patient access, organizational efficiencies and delivering strong financial results for the full year 2021. Our key accomplishments for 2021 include:

Creating a New Kind of Healthcare Company

Since November 2020, Viatris’ new but seasoned management team has been leading the Company’s integration efforts, restructuring the business, and ensuring continued robust visibility and transparency in our financial reporting.

We are executing on our internal roadmap, which focuses on enhancing our processes and systems to drive the discipline necessary to further maximize our

one-of-a-kind

global platform. A few of our key accomplishments to date — which have been achieved while also maintaining business continuity and strong customer service levels — include:

	•		Uniting Upjohn and Mylan colleagues located in 59 markets globally into Viatris’ Human Relations management system;

	•		Reaching our year 1 synergy target (approximately $500 million in cost synergies) through actions focused on cost of goods, selling, general and administrative expenses, cost avoidance, and restructuring;

	•		Developing a comprehensive Transition Service Agreements (TSA) exit strategy relating to the Combination; and

	•		Beginning to implement an integrated management reporting system and Enterprise Resource Planning (ERP) capabilities that will enable the Company to combine and enhance insights in support of our new business model and will, we believe, provide for a smooth ERP TSA exit.

Financial Performance

Since launch, Viatris has delivered four quarters of consistent, solid performance. In 2021, Viatris:

	•		Met or exceeded its initial financial guidance announced in February 2021 for Total Revenues, Adjusted EBITDA and Free Cash Flow 2 .

	•		Achieved over $500 million in cost synergies.

	•		Paid down $2.1 billion of debt.

Science and Regulatory Achievements

The Company’s science and regulatory teams, comprised of more than 3,000 scientists and medical professionals working across 12 development centers globally, led Viatris to some groundbreaking accomplishments, including:

	•		The first U.S. Food and Drug Administration (“FDA”) approval for the first interchangeable biosimilar Semglee ® injections for the treatment of diabetes.

	•		The first FDA approval for a generic to Restasis ® , a treatment for Chronic Dry Eye Syndrome.

	•		The first FDA-approved generic version of Symbicort ® called Breyna ™ .

	•		In 2021, Viatris was the first to bring to market the much-anticipated 10 mg, dispersible, scored, strawberry-flavored, pediatric formulation of dolutegravir. This was made possible through a partnership between Unitaid, the Clinton Health Access Initiative, ViiV Healthcare Limited and Viatris, which resulted in the fastest regulatory approval under the U.S. President’s Emergency Plan For AIDS Relief of a generic pediatric HIV drug to date. The approval allows the treatment to be offered outside of the U.S.

External Recognition

Viatris was also recognized externally by the following:

	•		Fortune as one of the top 5 companies on its “Companies that Change the World List”.

	•		Forbes as one of the “World’s Best Employers”.

	•		Newsweek as one of “America’s Most Responsible Companies”.

	•		Fast Company as one of the “Most Innovative Companies”.

CSR Accomplishments

	•		Published our first Sustainability Report.

	•		Signed on to the UN Global Compact’s Water Mandate and Women’s Empowerment Principles.

	•		Joined the Pharmaceutical Supply Chain Initiative.

	•		Committed to science-based climate targets.

	•		Donated ~ 500 million doses of medicine.

2	Viatris was not providing forward-looking guidance for U.S. GAAP net earnings (loss) or a quantitative reconciliation of its 2021 adjusted EBITDA guidance and provided a quantitative reconciliation of its 2021 free cash flow guidance. See “Non-GAAP Financial Measures” and Appendix A for additional information.

Strategic Planning to Further Unlock Shareholder Value

In 2021, the Company significantly advanced its strategic plan, which is focused on unlocking shareholder value. Through these efforts, the Company expects to significantly enhance its financial flexibility, achieve its financial commitments, return capital to shareholders, and invest in the future. These efforts culminated in several announcements in February 2022:

	•		Announcement of the Biocon Biologics Transaction, which we believe will create a uniquely positioned, vertically integrated global biosimilars leader. Upon closing, the transaction is expected to provide Viatris with immediate, enhanced financial flexibility, and accelerate its financial commitments.

	•		Announcement of an increase of 9% in the Company’s dividend to be paid in March 2022 over the per share dividend amounts paid in the prior year.

	•		Authorization of a share repurchase program of up to $1 billion. The Company expects share buybacks to be an important benchmark as it makes future capital allocation decisions and decides how best to invest in its future.

	•		The Company recently announced that it has entered its first Global Healthcare Gateway ® transaction focused on ophthalmology, acquiring an exclusive license for Pimecrolimus ophthalmic ointment for the treatment of Blepharitis, a common type of eye irritation. Blepharitis affects approximately 6.5 million patients in the United States alone—where there is no product specifically indicated for chronic Blepharitis. We expect that this product will contribute to the Company’s ophthalmology franchise while we continue to search for an anchor asset in this area.

Executive Compensation Philosophy

The Compensation Committee’s and Board’s compensation philosophy for 2021 reflects the Company’s focus on a performance-based, shareholder-value-focused business model and is intended to help ensure that Viatris continues to attract and retain high-performing executives given the highly competitive market for executive talent. The compensation program has the following key objectives, among others:

	•		Attract, Motivate, and Retain Highly-Skilled Executives. In order to attract and retain the leaders needed to drive execution of our ambitious goals, we provided market competitive compensation with an emphasis on performance-based, long-term incentives. We designed our compensation program to help ensure that the Company, shareholders, and other stakeholders continue to benefit from the talents of our leadership team and global workforce, while also recruiting new talent on an on-going basis in a highly competitive market for talent.

	•		Align with Shareholder Interests. We aligned executive compensation with shareholder interests by linking pay to the Company’s stated strategic priorities, long-term performance, and share price appreciation, including through the use of a relative TSR modifier for PRSUs in our long-term incentive plan and robust share ownership requirements (See “Viatris 2021 Share Ownership Requirements” on page 32). We believe this linkage helps drive long-term performance and encourages decision making to foster share price appreciation.

	•		Drive Company Performance. As described in more detail on pages 20 to 22, our 2021 compensation program was designed with metrics carefully linked to our business strategies and financial goals. If the Company does not meet its short and long-term objectives, executive pay is meaningfully impacted. See the chart on page 21 for more information about how our metrics tie to our strategy.

Additional details regarding our 2021 compensation program are on pages 25 to 30.

2021 Performance-Based Compensation Program

2021 Compensation Structure for NEOs

The table below shows the compensation structure for NEOs in 2021. The program is heavily weighted toward a performance-based annual incentive and performance-based long-term incentive awards.

NEO		Base Salary				Target Annual Incentive (as % of Base Salary)				Target LTI (as % of Base Salary)
Michael Goettler			$1,300,000				150%				700%
Rajiv Malik			$1,200,000				125%				600%
Sanjeev Narula			$800,000				100%				350%
Anthony Mauro			$800,000				115%				400%
Robert J. Coury			$1,800,000				150%				600%

In 2021, approximately 60% of CEO and 58% of other NEO compensation was

performance-based.

Shareholder-Aligned Performance-Based Metrics For Annual and Long-Term Incentives

	•		Annual incentive metrics: Our 2021 annual incentive plan includes adjusted EBITDA (1) (40% weighting), free cash flow (1) (40% weighting), and global regulatory submissions (20% weighting) metrics, each of which is designed to incentivize executives toward achievement of important and challenging financial and sustainability objectives. See pages 27 to 29 for a detailed discussion of 2021 annual incentive metrics and payouts.

	•		Long-term incentive metrics: Long-term incentive awards for 2021 were predominantly performance-based, with 60% of each NEO’s award in the form of PRSUs and 40% in the form of RSUs. The 2021 PRSU grants include free cash flow (1) and leverage metrics (1) , as well as a relative market performance metric (relative TSR), which is used as a shareholder-aligned modifier to determine the final payout percentage. Each metric is measured over a three-year performance period. These metrics align with and further our strategies of de-levering, returning capital to shareholders, and delivering shareholder returns, among others.

In 2022, we further increased the percentage of performance-based awards

so that 65% of NEO equity-based awards granted in 2022 were PRSUs. We also continued to use a relative TSR modifier to align compensation with performance relative to market peer group.

(1)	Adjusted EBITDA, free cash flow and leverage metrics are calculated from Viatris’ audited financial statements in the manner described in Appendix A.

In setting performance goals, the Compensation Committee considered a broad variety of data, including industry forecasts, internal projections, demographic data, advice from outside advisors, benchmarking data, and the Company’s annual operating plan and strategies. The Compensation Committee also considered the variability and cyclicality of the business, noting that targets may increase or decrease from year to year due to factors impacting the business, such as market conditions, the regulatory environment, timing of product approvals, and both immediate and long-term strategic priorities of the business. Although the targets may vary from

year-to-year,

the Compensation Committee is committed to maintaining high levels of rigor and motivational impact on the executive team and aligning with the Company’s long-

term strategy for sustainable business development and its goal of creating value for shareholders. Consistent with our philosophy of driving long-term company performance, the Compensation Committee, with the advice of its independent compensation consultant, will annually consider potential alternative performance metrics that link to our strategy and align with shareholder interests in long-term value creation.

The 2021 compensation year reflects the first full year of Viatris’ simplified

compensation program and reflects comments that we received from shareholders during extensive engagement.

2021 Total Target Compensation

The chart below shows the target total direct compensation opportunity for each of our NEOs in 2021.

NEO		Base Salary				Target Annual Incentive				Target Long-Term Incentive				2021 Total Target Compensation (1)
Michael Goettler			$1,300,000				$1,950,000				$9,100,000				$12,350,000
Rajiv Malik			$1,200,000				$1,500,000				$7,200,000				$9,900,000
Sanjeev Narula			$800,000				$800,000				$2,800,000				$4,400,000
Anthony Mauro			$800,000				$920,000				$3,200,000				$4,920,000
Robert J. Coury			$1,800,000				$2,700,000				$10,800,000				$15,300,000

(1)	Total target compensation is defined as the sum of base salary, target annual incentive, and target long-term incentive.

2021 Peer Group

The peer group is used as one of several reference points for determining executive compensation and includes Viatris’ business competitors and companies that Viatris competes with for executive talent. Although the competitive market for our executives is one factor the Compensation Committee considers when making compensation decisions, the Committee does not target the compensation of NEOs within a specific percentile of any set of peer companies and considers peer group and industry data along with many other factors when determining compensation.

Below is the peer group selected by the Compensation Committee, with the advice of the Committee’s independent compensation consultant.

Abbott Laboratories		Biogen Inc.		Novartis AG
Abbvie Inc.		Bristol-Myers Squibb Company		Pfizer Inc.
Amgen Inc.		Eli Lilly and Company		Regeneron Pharmaceuticals, Inc.
Bausch Health Companies Inc.		Gilead Sciences, Inc.		Sanofi SA
Baxter International Inc.		Merck & Co., Inc.		Teva Pharmaceutical Limited

Elements of 2021 Compensation

Base Salaries

The Compensation Committee considers a variety of factors in deciding base salary, including, among others: individual performance, responsibilities, and expected future performance; Company performance; management structure; marketplace practices (including external benchmarks prepared by an independent compensation consultant); internal pay equity considerations; competitive recruitment for outstanding talent; and the executive’s experience, tenure, and leadership. The Compensation Committee also considers, among other factors, what the marketplace would require in terms of the costs to hire a similarly qualified and experienced individual externally.

The Compensation Committee, with the advice of an independent compensation consultant, established the following 2021 base salaries for the NEOs commensurate with their new roles with Viatris.

None of our NEOs received a base salary increase in 2021.

NEO		Annualized Viatris 2020				Viatris 2021
Michael Goettler			$1,300,000				$1,300,000
Rajiv Malik			$1,200,000				$1,200,000
Sanjeev Narula			$800,000				$800,000
Anthony Mauro			$800,000				$800,000
Robert J. Coury			$1,800,000				$1,800,000

In 2022, there were no changes to NEO base salaries with the exception of a 6.25% increase for the CFO to align with changes in peer company compensation benchmarks.

2021 Annual Incentive Compensation Program

Annual Incentive Compensation Awards for 2021

Viatris’ annual incentive compensation consists of performance-based annual cash awards that are subject to achievement of metrics that were identified by the Board and Compensation Committee as critical to the successful execution of Viatris’ business strategy and aligned with the continued creation of shareholder value. The metrics are specifically related to the actions and leadership of our executive team and measure their ability to generate shareholder returns, both in the short- and long-term. The Compensation Committee approved annual incentive award grants and corresponding performance targets in the first quarter of 2021.

The Compensation Committee identified the following metrics as important measures of Company performance relating to its stated strategy:

	•		Adjusted EBITDA (40% Weighting): Measures the Company’s profitability and motivates executives to focus on both top-line growth as well as efficient operations.

	•		Free Cash Flow (40% Weighting): Reinforces effective use of Viatris’ capital to drive cash flow generation.

	•		Global Regulatory Submissions (20% Weighting): Emphasizes the importance of developing a robust pipeline of molecules that Viatris could manufacture and market over subsequent years. A robust

	product pipeline supports the sustainability of the business model while serving Viatris’ mission of providing access to high quality, affordable medications. In addition, this metric serves as a stepping stone to implementing ESG sustainability metrics in the future.

As noted above, the setting of annual incentive targets reflected certain strategic initiatives for 2021. For example, in 2021, management made incremental investments in the business and divested certain products. These investments and actions were intended to support long-term value creation for shareholders and other stakeholders by, among other things, furthering Viatris’ efforts to move its portfolio and pipeline up the value chain, investing organically in key brands, and executing on Viatris’ commercial assets around the globe. In addition, the Company continued to make investments in global integration following the successful closing of the Combination.

The Compensation Committee recognized that these investments would be expected to reduce adjusted EBITDA in 2021 while serving long-term strategic, shareholder, and other interests. In addition, the number of global regulatory submissions was expected to be lower in 2021 as compared to 2020 due in part to a continued emphasis on more challenging specialty and complex generic products and Viatris’ focus on submission of products expected to generate greater economic profit.

Individual annual incentive payout targets were established for each NEO, expressed as a percentage of base salary, as noted in the table below. Actual payouts could range from 0% to 200% of each NEO’s annual incentive target based on achievement of performance goals.

NEO		Target (as % of Base Salary)				Annual Incentive Target
Michael Goettler			150%				$1,950,000
Rajiv Malik			125%				$1,500,000
Sanjeev Narula			100%				$800,000
Anthony Mauro			115%				$920,000
Robert J. Coury			150%				$2,700,000

Annual Incentive Compensation Payouts for 2021

In 2021, Viatris achieved:

Metric		Weighting		Threshold		Target		Maximum		Results
Adjusted EBITDA*		40%		$5,900 million		$6,200 million		$6,500 million		$6,429.3 million
Free Cash Flow**		40%		$1,950 million		$2,150 million		$2,350 million		$2,578 million
Global Regulatory Submissions***		20%		110		120		130		145

*	Adjusted EBITDA is derived from Viatris’ financial statements in the same manner as Viatris’ publicly reported adjusted EBITDA, except that the calculation for the incentive program utilized budgeted foreign exchange rates. Viatris’ adjusted EBITDA as reported for the twelve months ended December 31, 2021 is reconciled to the most directly comparable U.S. GAAP measure in Appendix A.

**

Free Cash Flow is derived from Viatris’ audited financial statements in the same manner as Viatris’ publicly reported free cash flow, except that the calculation for 2021 annual incentive compensation further adjusts the publicly reported measure for unplanned litigation gains or losses equal to or greater than $25 million in the aggregate, if any, and for proceeds from the sale of property, plant and equipment. Viatris’ free cash flow as reported for the twelve months ended December 31, 2021 is reconciled to the most directly comparable U.S. GAAP measure in Appendix A.

***	The Science and Technology Committee reviewed the actual results of the global submissions included in the incentive compensation program.

The following table shows the 2021 actual incentive payout for each NEO reflecting Company performance at 190.57% of target.

NEO		Actual Annual Incentive Payout
Michael Goettler			$3,716,115
Rajiv Malik			$2,858,550
Sanjeev Narula			$1,524,560
Anthony Mauro			$1,753,244
Robert J. Coury			$5,145,390

2021 Long-Term Incentive Compensation Programs

Long-Term Incentive Compensation Grants for 2021

The Compensation Committee believes that the value of long-term incentives should be directly related to the performance of Viatris’ ordinary shares 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 2021.

Long-term incentive awards for 2021 were predominantly performance-based, with 60% of each NEO’s award in the form of PRSUs and 40% in the form of RSUs. 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.

In 2022, we further increased the percentage of performance-based awards so that 65% of NEO equity-based awards were granted as PRSUs.

Each NEO’s 2021 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 2021, the Compensation Committee approved the following annual LTI award values for our NEOs:

NEO		PRSUs				RSUs				Total LTI Award
Michael Goettler			$5,460,000				$3,640,000				$9,100,000
Rajiv Malik			$4,320,000				$2,880,000				$7,200,000
Sanjeev Narula			$1,680,000				$1,120,000				$2,800,000
Anthony Mauro			$1,920,000				$1,280,000				$3,200,000
Robert J. Coury			$6,480,000				$4,320,000				$10,800,000

2021 Three-Year PRSU Performance Metrics

The 2021 grant of PRSUs was subject to Free Cash Flow and Gross Leverage Ratio metrics weighted at 60% and 40%, respectively, and one relative market performance metric (i.e., relative TSR), 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, and the Gross Leverage Ratio performance metric further reinforces prudent balance sheet management. Each of these incentivized behaviors 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 2021 PRSUs will be determined in two steps. First, in 2024, the outcome of the Free Cash Flow and Gross Leverage Ratio metrics 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, decreasing it by 30%, leaving it unaffected, or increasing it by 30%, in order to calculate the final payout percentage.

Metric		Weighting		Threshold		Target		Maximum
Free Cash Flow*		60%		$6,500 million		$7,500 million		$8,500 million
Gross Leverage Ratio**		40%		3.14x		2.99x		2.84x
Relative TSR of Peer Group***		Multiplier		At or Below 25 th Percentile of Peer Group		Between 25 th and 75 th Percentiles of Peer Group		At or Above 75 th Percentile of Peer Group
Payout Opportunity (as % of Target)				35%		100%		195%

*

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 2021 PRSUs further adjusts the publicly reported measure for unplanned litigation gains or losses equal to or greater than $25 million in the aggregate, if any, for certain material asset sales, if any, and for proceeds from the sale of property, plant and equipment. Viatris’ free cash flow as reported for the twelve months ended December 31, 2021 is reconciled to the most directly comparable U.S. GAAP measure in Appendix A.

**	Gross Leverage Ratio is derived from Viatris’ audited financial statements in the manner described in Appendix A.

***	Relative TSR is calculated by comparing the difference between Viatris’ 30-day trailing average closing ordinary share price at the day before the beginning of the performance period and day before the end of the performance period plus any dividends paid during the performance period against the same metric for each company in our peer group.

Payouts with respect to PRSUs granted in 2021 will be determined in early 2024 following the conclusion of the three-year performance cycle.

Although we believe that Viatris stock is significantly undervalued and this modifier is

measured on a three-year time frame, based on the relevant stock prices on the close of business April 25, 2022, any payouts of PRSUs would be automatically reduced by 30%.

Governance and Other Considerations Impacting Viatris Compensation Decisions

The Compensation Committee and Board proactively consider external governance-related developments and trends relating to executive compensation. In setting or approving executive compensation, the Compensation Committee and Board may consider, in addition to any corporate goals and objectives applicable to an individual executive, some or all of the following: recognition of individual performance and contributions; pay for performance; alignment with long-term shareholder interests; advancement of Company strategic goals; maintenance of an appropriate level of fixed and

at-risk

compensation; remaining competitive with companies within the Company’s peer group; competition for executive talent; internal pay equity; leadership and mentoring skills and contributions; talent management; contributions to establishment or execution of corporate strategy; retention; compliance with applicable law and the Code of Business Conduct and Ethics and Company policy; and/or any other factors determined by the Board or the Compensation Committee to be in the interests of the Company.

The Compensation Committee and Board believe that each company must independently assess which market practices and trends are appropriate for the company at any particular time in the company’s history and remain fully committed to maintaining a strong compensation governance philosophy that is aligned with shareholder interests and best practices. See also page 24.

Commitment to Responsible, Shareholder-Aligned Compensation Governance Practices

The following table summarizes certain specific compensation-related governance practices adopted by the Compensation Committee and Board with respect to 2021 compensation. We note that implementation of many of these practices was responsive to comments from shareholders or otherwise endorsed by shareholders.

What We Do
✓ Maintain a significant portion of compensation aligned with shareholder interests and tied to share price or financial and operational business performance
✓ Employ metrics for annual and long-term incentives that support both short- and long-term strategies and align with shareholder interests, including a non-financial metric in the annual program tied to important product development initiatives
✓ Base long-term incentives heavily on performance-based metrics and short-term incentives entirely on performance-based metrics
✓ Set rigorous and measurable performance goals and periodically review and discuss our executives’ performance
✓ Use double-trigger vesting for annual long-term incentive awards upon a change in control
✓ Retain independent compensation consultants that report directly to the Compensation Committee
✓ Maintain strong share ownership guidelines
✓ Maintain a robust clawback policy
✓ Engage with shareholders on compensation and governance matters
✓ Consider peer groups and market data in determining compensation

What We Don’t Do
X New fixed-term NEO employment agreements
X Excise tax gross-ups
X Supplemental retirement agreements
X Exercise positive discretion in determining annual incentive compensation or LTI payouts
X Re-pricing of stock options
X Hedging or pledging of shares

Limited Perquisites

We provide certain limited perquisites to our NEOs, including the following:

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

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

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

401(k) Restoration Plan

The 401(k) Restoration Plan (the “Restoration Plan”) permits employees (including NEOs) who earn compensation in excess of the limits imposed by Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”) to (i) defer a portion of base salary and bonus compensation, (ii) for employees (other than the NEOs with a Retirement Benefit Agreement) be credited with a Company matching contribution in respect of deferrals under the Restoration Plan, and (iii) be credited with Company

non-elective

contributions (to the extent made by Viatris), in each case, to the extent that participants otherwise would be able to defer or be credited with such amounts, as applicable, under Viatris’ 401(k) plan if not for the limits on contributions and deferrals imposed by the Code. Company matching contributions immediately vest and Company

non-elective

contributions are subject to an initial three-year vesting period. Upon a change in control (as defined in the Restoration Plan), a participant will become 100% vested in any unvested portion of his or her

non-elective

contributions. Distributions of such participant’s vested account balance will be made in a lump sum within 60 days following a participant’s separation from service (or such later date as may be required by Section 409A of the Code).

Viatris 2021 Share Ownership Requirements

Viatris maintains robust share ownership requirements for our NEOs. The requirement is expressed as a multiple of base salary and shown in the table below.

Position		Ownership Requirement
Executive Chairman			6x
Chief Executive Officer			6x
President			4x
Other NEOs			3x

In addition to the NEOs, the Viatris share ownership policy covers the most senior employees at Viatris to promote an ownership culture and further align the interests of those leaders with those of shareholders. Each covered employee has five years from the date they became subject to the policy to achieve the minimum ownership requirement. Common stock actually owned by the covered employee (including shares of common stock held by the covered employee in the Restoration Plan), as well as restricted shares and unvested RSUs and PRSUs (including corresponding dividend equivalent units (“DEUs”)) count toward compliance with these requirements.

Clawback Policy

The Board has approved a clawback policy relating to incentive compensation programs. The policy provides that Viatris may take action to recoup annual incentive compensation and equity-based incentive compensation gains resulting from specified misconduct that causes Viatris to materially restate its financial statements.

The policy also provides that Viatris may take action to recoup some or all bonus and equity incentive compensation in the event of executive misconduct involving material violations of law or Viatris policy as well as failure to manage or monitor another individual who committed such misconduct, and that the Board or a designated Board committee will disclose the circumstances of any recoupment relating to such misconduct if required by law or regulation or if it determines that disclosure is in the best interests of Viatris and its shareholders.

In addition, Viatris has a number of other policies in effect that govern our executive team’s behavior and that set out clear ethical expectations. Those policies, including our Code of Business Conduct and Ethics, empower Viatris to take a full range of disciplinary responses for any violations, and the Board and the Compensation Committee are not otherwise constrained from seeking to clawback from or deny compensation to any member of the executive team in response to any breach of duties or ethics. The Board considers additional updates to the clawback policy from

time-to-time.

In addition, to the extent that the SEC adopts rules for clawback policies that require changes to our policy, we will respond accordingly.

Anti-Hedging and Anti-Pledging Policy

Viatris has a securities trading policy that prohibits directors and Section 16 Officers and their respective designees from trading in hedging instruments or otherwise engaging in any transaction that limits or eliminates, or is designed to limit or eliminate, economic risks associated with the ownership of our securities. Hedging instruments are defined as any prepaid variable forward contracts, equity swaps, collars, exchange funds, insurance contracts, short sales, options, puts, calls or other instruments that hedge or offset, or are designed to hedge or offset, movements in the market value of our securities. For purposes of this policy, our securities include shares and options to purchase shares, and any other type of securities that we may issue, including but not limited to, preferred shares, notes, debentures, and warrants issued by Viatris or any parent, subsidiary, or subsidiary of any parent of Viatris, as well as any derivative financial instruments pertaining to such securities, whether or not issued by us, such as options and forward contracts.

The policy also prohibits Directors and Section 16 Officers and their respective designees from entering into any transaction that involves the holding of our securities in a margin account (other than the “cashless exercise” of stock options) or the pledging of our securities as collateral for loans. The Viatris Compensation Committee may approve exceptions to the prohibition on the use of margin accounts or pledging or

securities if, among other factors, the Director or Section 16 Officer demonstrates, in advance, that he or she has the continuing financial capacity to repay any underlying loan or potential margin call without resorting to our securities held in such margin account or our pledged securities and is not in possession of any material information about the Company that has not been made widely available to the investing public.

Consideration of Risk in Company Compensation Policies

The Compensation Committee has considered risk management in determining compensation policies and believes that our programs are designed appropriately to encourage outstanding, consistent, sustainable business performance over extended periods of time. Management and the Compensation Committee have considered and discussed the risks inherent in our business and the design of our compensation plans, policies and programs that are intended to drive the achievement of our long-term business objectives while avoiding excessive short-term risk-taking. In addition, we utilize a mix of objective performance measures, so that undue emphasis is not placed on one particular measure, and we employ different types of compensation to provide value over the short-, medium- and long-term. These performance measures are reevaluated annually in light of the evolving risk environment facing our business. When making compensation decisions, we also consider qualitative factors to avoid the consequences that an overly formulaic approach may have on excessive risk-taking by management. At least annually, the Compensation Committee also receives and discusses a report from Meridian Compensation Partners, LLC (“Meridian”), its independent compensation consultant, on risk management in connection with the Company’s compensation program.

The Compensation Committee believes that our compensation policies and practices do not encourage excessive risk and are not reasonably likely to have a material adverse effect on the Company.

Role of the Compensation Committee

The Compensation Committee is comprised solely of independent Directors and oversees the design and implementation of our executive compensation programs. The Compensation Committee reviews and evaluates the performance of our NEOs and determines their compensation and objectives, or, in the case of our Executive Chairman and CEO, recommends compensation and objectives to the independent,

non-executive

members of the Board. The Compensation Committee monitors compensation trends and developments periodically and undertakes a comprehensive assessment of our compensation programs at least annually. In fulfilling these responsibilities, the Compensation Committee utilizes the support of independent compensation consulting firms, independent outside counsel, and an internal executive compensation team.

The Compensation Committee has retained Meridian to provide advice and information regarding the design and implementation of Viatris’ executive compensation programs. Meridian also provided information to the Compensation Committee regarding regulatory and other technical developments that may be relevant to our executive compensation programs. In addition, Meridian provided the Compensation Committee with competitive market information, analyses and trends on executive base salary, annual incentives, long-term incentives, benefits and perquisites.

The Compensation Committee also receives advice from outside counsel including, but not limited to, Cravath, Swaine & Moore LLP.

The Compensation Committee performs an annual review of the independence of its outside advisors, consistent with NASDAQ requirements and the Compensation Committee charter.

Tax Deduction Cap on Executive Compensation

Section 162(m) of the Code restricts the deductibility for U.S. federal income tax purposes of the compensation paid to the CEO, CFO, each of the other NEOs who was an executive officer at the end of the applicable fiscal year, and certain other executives to the extent that such compensation for such executive exceeds $1 million. As a result, except to the extent provided in limited transition relief, compensation over $1 million paid to any NEO is no longer deductible under Section 162(m) of the Code. The Board and the Compensation Committee reserve the right to provide compensation to our executives that is not deductible, including, but not limited to, when necessary to comply with contractual commitments, or to maintain the flexibility needed to attract talent, promote retention, or recognize and reward desired performance.

Compensation Committee Report

We have reviewed and discussed the CD&A with management. Based on such review and discussions, we recommended to the Board that the CD&A be included in this Amendment.

Respectfully submitted,

Melina Higgins, Chair

Neil Dimick

James M. Kilts

Pauline van der Meer Mohr

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during 2021 was an officer or employee of Viatris, was formerly an officer of Viatris, or had any relationship requiring disclosure by Viatris under Item 404 of Regulation

S-K.

During 2021, no executive officer of Viatris served on the compensation committee or board of another entity, one of whose executive officers served on the Compensation Committee or the Board of Viatris.

Executive Compensation Tables

2021 Summary Compensation Table

The following summary compensation table sets forth the cash and

non-cash

compensation paid or granted to or earned by the NEOs. The 2021 compensation reflects the first full year of Viatris’ simplified performance-based compensation program. Portions of reported 2020 compensation include

one-time

transaction-related items and address certain legacy company (Upjohn and Mylan) commitments that are not components of the Viatris 2021 compensation program.

Name and Principal Position		Fiscal Year				Salary ($) (1)				Bonus ($) (2)				Stock Awards ($) (3)				Option Awards ($) (4)				Non-Equity Incentive Plan Compensation ($) (5)				Changes in Pension Value and Non- qualified Deferred Compensation Earnings ($) (6)				All Other Compensation ($) (7)				Total ($)
Michael Goettler Chief Executive Officer			2021 2020				1,300,000 871,875				— 1,000,000				9,100,015 2,400,000				— —				3,716,115 951,675				— —				553,462 249,355				14,669,592 5,472,905
Sanjeev Narula Chief Financial Officer			2021 2020				800,000 539,183				— 1,000,000				2,800,011 425,000				— —				1,524,560 303,021				— —				526,114 661,719				5,650,685 2,928,923
Rajiv Malik President			2021 2020				1,200,000 1,155,769				— 2,500,000				7,200,017 6,210,015				— 690,001				2,858,550 2,358,386				— 336,290				363,683 851,522				11,622,250 14,101,983
Anthony Mauro President, Developed Markets			2021 2020				800,000 800,000				— 1,000,000				3,200,017 2,880,022				— 320,005				1,753,244 1,501,164				— —				296,654 243,446				6,049,915 6,744,637
Robert J. Coury Executive Chairman			2021 2020				1,800,000 1,800,000				— 10,000,000				10,800,010 12,451,936				— —				5,145,390 4,405,590				— —				806,678 399,850				18,552,078 29,057,376

(1)

Represents the base salary actually paid to the NEO in 2021 and 2020. The 2020 amount includes the salary paid by Mylan or Upjohn, as applicable, prior to the closing of the Combination and by Viatris after the closing of the Combination. For Mr. Coury, the amount includes the cash retainer received while serving as Mylan’s non-executive Chairman from January 1, 2020 through April 15, 2020, his base salary for serving as Mylan’s Executive Chairman from April 15, 2020 to the closing of the Combination, and his base salary for serving as Viatris’ Executive Chairman for the remainder of 2020.

(2)

In connection with the Combination in 2020, Messrs. Goettler and Narula each became entitled to receive a $1 million transaction-related payment previously granted to them by Pfizer. In connection with the Combination, Mr. Malik and Mr. Mauro received cash awards equal to $2.5 million and $1 million, respectively, in recognition of their significant efforts in connection with integration planning matters related to the Combination in addition to their customary responsibilities. In connection with the Combination, Mr. Coury received a one-time cash recognition award of $10 million (which recognized and rewarded Mr. Coury for, among other things: the fact that Mr. Coury assumed an executive role with Mylan in April 2020 but did not receive an annual equity grant at that time (which, had it been awarded, would have been valued at approximately $10.8 million); his strategic leadership of Mylan; the unexpected and significantly increased efforts expended by Mr. Coury on company matters since April 2020, including during the COVID-19 pandemic; his significant leadership in the analysis and negotiation relating to the Combination and integration planning matters with respect to the Combination; and his expected leadership, direction and efforts for the combined company so that shareholders can realize the significant opportunity and benefits that are expected from the Combination).

(3)	Represents the grant date fair value of the long-term incentive awards granted to the NEO in 2021 and 2020, as applicable. The grant date fair value of PRSUs for 2021 is based on the target value and is as follows:

Messrs. Goettler ($5,460,009), Narula ($1,680,004), Malik ($4,320,010), Mauro ($1,920,004) and Coury ($6,480,001). If the maximum achievement of performance goals had been assumed, the grant date fair value of the PRSUs for 2021 would have been as follows: Messrs. Goettler ($10,647,022), Narula ($3,276,011), Malik ($8,424,026), Mauro ($3,744,009) and Coury ($12,636,004). With respect to Messrs. Goettler and Narula’s 2020 award, the grant date fair value represents cash-based awards granted by Pfizer in 2020 prior to the Combination, equal to $2,400,000 and $425,000, respectively. In connection with the Combination, these and certain other Pfizer awards were canceled and forfeited and Messrs. Goettler and Narula were granted Viatris RSUs to replace such forfeited Pfizer awards. With respect to Messrs. Malik and Mauro’s 2020 award, the grant date fair value represents RSUs and PRSUs granted by Mylan in 2020 prior to the Combination. In the case of PRSUs, value is based on the target value as follows: Mr. Malik ($3,450,010) and Mr. Mauro ($1,600,014). In connection with the Combination, PRSUs were converted into an award of Viatris RSUs on a one-for-one basis assuming target level performance and RSUs were also converted into Viatris RSUs on a one-for-one basis. With respect to Mr. Coury, the grant date fair value of stock awards for 2020 represents the 1.6 million PRSUs granted by Viatris in connection with the Combination pursuant to his Value Creation Award, based on the Monte Carlo value equal to $12,451,936. For information regarding assumptions used in determining the expense of such awards, please refer to Note 13 to the Company’s Consolidated Financial Statements contained in the Original Filing.

(4)	Represents the grant date fair value of the option awards granted by Mylan in 2020 prior to the Combination. In connection with the Combination, these option awards were converted into options to purchase shares of Viatris common stock on a one-for-one basis.

(5)	Represents amounts paid under the Company’s annual short-term incentive plan. For a discussion of this plan, see “2021 Annual Incentive Compensation Program” on page 27 of this Form 10-K/A.

(6)

Represents the aggregate change in present value of Mr. Malik’s accumulated benefit under Mr. Malik’s Retirement Benefit Agreement. Mr. Malik’s Retirement Benefit Agreement was frozen as of the Combination and Mr. Malik no longer accrues additional benefits under the agreement. In computing this amount, we used the same assumptions that were used to determine the expense amounts recognized in our 2020 financial statements. In 2020, the impact of a decrease in the applicable discount rates led to an increase in the present value of accumulated benefits of $336,290 for Mr. Malik. For further information concerning Mr. Malik’s Retirement Benefit Agreement, see the Pension Benefits for 2021 Table on page 42. Messrs. Goettler and Narula participated in pension plans of Pfizer prior to the Combination, and Pfizer retained all liabilities with respect to such plans.

(7)	Amounts shown in this column are detailed in the following chart.

Name		Fiscal Year				Use of Company Provided Automobile ($) (a)				Personal Use of Company Aircraft ($) (b)				Expatriate Benefits ($) (c)				401(k) and Profit Sharing Plan Matching and Profit Sharing Contribution ($) (d)				Restoration Plan Contribution ($) (e)				Other ($) (f)				Total ($)
Michael Goettler			2021 2020				19,451 2,400				58,797 —				227,481 43,863				30,300 9,750				215,784 193,199				1,649 143				553,462 249,355
Sanjeev Narula			2021 2020				19,200 2,400				— —				336,440 631,856				26,454 7,231				139,419 20,089				4,601 143				526,114 661,719
Rajiv Malik			2021 2020				6,847 2,204				62,141 9,482				26,036 606,221				32,700 31,222				228,787 182,052				7,172 20,341				363,683 851,522
Anthony Mauro			2021 2020				19,200 19,200				9,150 —				— —				31,570 31,484				230,711 189,360				6,023 3,402				296,654 243,446
Robert J. Coury			2021 2020				24,563 25,111				29,184 30,363				— —				31,377 28,300				680,312 275,306				41,242 40,770				806,678 399,850

(a)	In the case of Messrs. Goettler, Narula, Mauro, and Coury, these costs represent a vehicle allowance and ancillary expenses associated with such vehicle. In the case of Mr. Malik, this number represents the cost of a vehicle (based on lease value), insurance and ancillary expenses associated with such vehicle.

(b)

Amounts disclosed represent the actual aggregate incremental costs associated with the personal use of corporate aircraft. Incremental costs include annual average hourly fuel and maintenance costs, landing and parking fees, customs and handling charges, passenger catering and ground transportation, crew travel expenses, away from home hanger fees, and other trip-related variable costs. Because the aircrafts are used primarily for business travel, incremental costs exclude fixed costs that do not change based on usage, such as pilots’ salaries, aircraft purchase or lease costs, home-base hangar costs, and certain maintenance fees. Aggregate incremental cost as so determined with respect to personal deadhead flights is allocable to the NEO. In certain instances where there are both business and personal passengers, the incremental costs per hour are pro-rated.

(c)

For 2021, amounts disclosed include for Messrs. Goettler and Narula the value of certain expatriate, repatriation and relocation benefits of $227,481 and $336,440, respectively. For 2020, amounts for Messrs. Goettler and Narula, include the value of certain expatriate, repatriation and relocation benefits of $43,863 and $631,856, respectively, paid by Pfizer and/or Viatris in 2020. Repatriation for Messrs. Goettler and Narula occurred on September 30, 2020. For 2021, the amount disclosed for Mr. Malik represents immigration expenses of $26,036. For 2020, the amount disclosed reflects expatriate benefits for Mr. Malik that represent income taxes paid by Mylan in connection with Mr. Malik’s expatriate assignment to the United States from India effective January 1, 2012. Specifically, Mr. Malik was responsible for, and continued to pay taxes equal to those he would have been obligated to pay had he maintained his principal work location and residence in India rather than having transferred, at Mylan’s request, to the United States, while Mylan generally paid for all additional taxes, including Mr. Malik’s tax obligations on the imputed income associated with Mylan’s payment of taxes on his behalf. This amount for Mr. Malik is net of Mylan’s estimated tax refunds for each year. The estimated refund was $274,822 for 2020. Mr. Malik is no longer eligible for these legacy tax equalization benefits.

(d)

For 2021, amounts for each NEO include a matching contribution for Messrs. Goettler ($10,000), Narula ($6,154), Malik ($12,400), Mauro ($11,270), and Coury ($11,077) and a profit sharing contribution received in March 2022 in respect of fiscal year 2021 to each of Messrs. Goettler, Narula, Malik, Mauro, and Coury ($20,300). For 2020, amounts disclosed for each NEO include a matching contribution for Messrs. Narula ($1,231), Malik ($14,122), Mauro ($14,384), and Coury ($11,200) and a profit sharing contribution received in March 2021 in respect of fiscal year 2020 for Messrs. Goettler ($9,750) and Narula ($6,000) and to each of Messrs. Malik, Mauro, and Coury ($17,100).

(e)

For 2021, amounts disclosed include a matching contribution under the Restoration Plan for Messrs. Goettler ($78,467), Narula ($80,782), Mauro ($89,930), and Coury ($266,221), and a profit sharing contribution under the Restoration Plan received in March 2022 in respect of fiscal year 2021 for Messrs. Goettler ($137,317), Narula ($58,637), Malik ($228,787), Mauro ($140,781), and Coury ($414,091). For 2020, amounts disclosed include, for Messrs. Goettler, Mauro and Coury a matching contribution under the Restoration Plan of $36,467, $130,584, and $215,857, respectively, and a profit sharing contribution under the Restoration Plan received in March 2021 in respect of fiscal year 2020 for each of Messrs. Malik, Mauro, and Coury equal to $182,052, $58,776, and $59,449, respectively. Amounts disclosed for Messrs. Goettler and Narula include Retirement Savings Contributions under Pfizer’s plans in the amount of $156,732 and $20,089, respectively.

(f)

For 2021, amounts disclosed represent health insurance for Messrs. Malik and Coury ($11,601); certain personal security services for Mr. Coury ($29,233); international travel assistance premiums for each of the NEOs; events for Messrs. Narula, Malik, and Mauro; tax preparation services related to U.K. tax returns for Messrs. Malik and Mauro; and long-term disability premiums for Messrs. Goettler, Narula, Malik, and Mauro. For 2020, amounts disclosed represent health insurance for Messrs. Malik and Coury ($29,102); certain personal security services for Messrs. Malik and Coury; events for Mr. Malik; tax preparation services related to U.K. tax returns for Messrs. Mauro and Coury; long-term disability premiums for Messrs. Goettler, Narula, Malik, Mauro, and Coury; and international travel assistance premiums for Messrs. Malik, Mauro, and Coury.

Grants of Plan-Based Awards for 2021

The following table summarizes grants of plan-based awards made to each NEO during 2021.

										Estimated Future Payments Under Non-Equity Incentive Plan Awards (1)																				Estimated Future Payments Under Equity Incentive Plan Awards (2)
Name		Grant Date				Approval Date				Threshold ($)				Target ($)				Maximum ($)												Threshold (#)				Target (#)				Maximum (#)				All Other Stock Awards: Number of Shares of Stock or Units (#) (3)				All Other Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Stock and Option Awards ($) (4)
Michael Goettler											975,000				1,950,000				3,900,000												—				—				—				—				—				—				—
		3/2/2021				3/2/2021				—				—				—												133,731				382,086				745,068				—				—				—				5,460,009
			3/2/2021				3/2/2021				—				—				—												—				—				—				254,724				—				—				3,640,006
Sanjeev Narula											400,000				800,000				1,600,000												—				—				—				—				—				—				—
		3/2/2021				3/2/2021				—				—				—												41,148				117,565				229,252				—				—				—				1,680,004
			3/2/2021				3/2/2021				—				—				—												—				—				—				78,377				—				—				1,120,007
Rajiv Malik											750,000				1,500,000				3,000,000												—				—				—				—				—				—				—
		3/2/2021				3/2/2021				—				—				—												105,809				302,310				589,505				—				—				—				4,320,010
			3/2/2021				3/2/2021				—				—				—												—				—				—				201,540				—				—				2,880,007
Anthony Mauro											460,000				920,000				1,840,000												—				—				—				—				—				—				—
		3/2/2021				3/2/2021				—				—				—												47,026				134,360				262,002				—				—				—				1,920,004
			3/2/2021				3/2/2021				—				—				—												—				—				—				89,574				—				—				1,280,012
Robert J. Coury											1,350,000				2,700,000				5,400,000												—				—				—				—				—				—				—
		3/2/2021				3/2/2021				—				—				—												158,713				453,464				884,255				—				—				—				6,480,001
			3/2/2021				3/2/2021				—				—				—												—				—				—				302,310				—				—				4,320,010

(1)	The performance goals under the annual incentive compensation program applicable to the NEOs during 2021 are described above in the CD&A. For a discussion of these awards, see “2021 Annual Incentive Compensation Program” on pages 27 to 29 of this Form 10-K/A.

(2)	Consists of PRSUs awarded under the Viatris 2020 Stock Plan. The vesting terms applicable to these awards are described above in the CD&A and below following the Outstanding Equity Awards at the End of 2021 table.

(3)	Consists of RSUs awarded under the Viatris 2020 Stock Plan. The vesting terms applicable to these awards are described above in the CD&A and below following the Outstanding Equity Awards at the End of 2021 table.

(4)	Represents the grant date fair value of the specific award granted to the NEO. For information regarding assumptions used in determining such value, please refer to Note 13 to the Company’s Consolidated Financial Statements contained in the Original Filing.

Outstanding Equity Awards at the End of 2021

The following table sets forth information concerning all of the outstanding LTI awards held by each NEO as of December 31, 2021.

		Option Awards																								Stock Awards
N AME		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable (1)				Option Exercise Price ($)				Option Expiration Date												Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($) (2)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)
Michael Goettler			—				—				—				—												55,248	(3)			747,499				—				—
		—				—				—				—												122,842	(3)			1,662,055				—				—
		—				—				—				—												260,812	(4)			3,528,780				391,217	(5)			5,293,170
Sanjeev Narula			—				—				—				—												21,754	(3)			294,328				—				—
		—				—				—				—												80,250	(4)			1,085,784				120,375	(5)			1,628,669
Rajiv Malik			34,389				—				55.84				3/5/2024												—				—				—				—
		41,637				—				50.66				11/17/2025												—				—				—				—
		50,168				—				46.27				2/17/2026												—				—				—				—
		65,574				—				45.18				3/3/2027												—				—				—				—
		71,600				—				40.97				3/2/2028												—				—				—				—
		40,035				20,018				27.45				3/1/2029												—				—				—				—
		28,291				56,580				17.48				3/2/2030												—				—				—				—
		—				—				—				—												33,516	(6)			453,471				—				—
		—				—				—				—												125,684	(7)			1,700,505				—				—
		—				—				—				—												105,263	(6)			1,424,208				—				—
		—				—				—				—												197,369	(7)			2,670,403				—				—
		—				—				—				—												206,356	(4)			2,792,003				309,535	(5)			4,188,005
Anthony Mauro			4,266				—				23.44				2/22/2022												—				—				—				—
		3,236				—				30.90				3/6/2023												—				—				—				—
			12,009				—				55.84				3/5/2024												—				—				—				—
			16,265				—				50.66				11/17/2025												—				—				—				—
			27,314				—				46.27				2/17/2026												—				—				—				—
			29,275				—				45.18				3/3/2027												—				—				—				—
			29,833				—				40.97				3/2/2028												—				—				—				—
			18,567				9,284				27.45				3/1/2029												—				—				—				—
			13,121				26,240				17.48				3/2/2030												—				—				—				—
			—				—				—				—																				—				—
			—				—				—				—												15,544	(6)			210,310				—				—
			—				—				—				—												58,288	(7)			788,637				—				—
			—				—				—				—												48,818	(6)			660,508				—				—
			—				—				—				—												91,534	(7)			1,238,455				—				—
			—				—				—				—												91,715	(4)			1,240,900				137,571	(5)			1,861,336
Robert J. Coury			4,266				—				23.44				2/22/2022												—				—				—				—
		3,236				—				30.90				3/6/2023												—				—				—				—
		58,952				—				55.84				3/5/2024												—				—				—				—
		63,235				—				50.66				11/17/2025												—				—				—				—
		82,776				—				46.27				2/17/2026												—				—				—				—
		—				—				—				—												—				—				1,600,000	(8)			21,648,000
		—				—				—				—												309,535	(4)			4,188,005				464,301	(5)			6,281,994

(1)

Vesting dates applicable to unvested stock options are as follows, in each case, generally subject to continued employment with Viatris: on March 2, 2022, the unvested options at the $27.45 exercise price for Messrs. Malik and Mauro vested and one-half of the unvested stock options at the $17.48 exercise price for Messrs. Malik and Mauro vested. Subject to applicable employment agreement provisions, following termination of employment, vested stock options will generally remain exercisable for 30 days following termination, except that (i) in the case of termination because of disability, 100% of options become vested and vested options will remain exercisable for two years following termination; (ii) in the case of a termination due to a reduction in force, vested options will remain exercisable for one year following termination; (iii) in the case of death, including within two years following termination because of disability, or, in the case of options granted prior to January 1, 2017, retirement, 100% of options become vested and vested options will remain exercisable for the remainder of the original term; and (iv) in the case of an involuntary termination without cause or a voluntary resignation for good reason that occurs within two years following a change in control, 100% of options become vested (double-trigger awards) and remain exercisable for the remainder of the original term.

(2)	The market value of RSUs and PRSUs was calculated using the closing price of the Company’s shares as of December 31, 2021, $13.53.

(3)

In connection with the Combination, Viatris granted Make-Whole RSU awards to Messrs. Goettler and Narula to replace the Pfizer equity awards forfeited by such NEOs. These Make-Whole RSU awards have the same vesting schedule as the original Pfizer awards and will cliff-vest on the third anniversary of the original grant date. On February 28, 2022, Mr. Goettler vested in 55,248 RSUs; Mr. Goettler is expected to vest in 122,842 RSUs and Mr. Narula is expected to vest in 21,754 RSUs on February 27, 2023. Amounts include all accrued and unvested whole share DEUs that vest only to the extent and at the same time the underlying award on which they are issued vest. In accordance with their terms, all of these awards would vest upon an involuntary termination without cause or a voluntary resignation for good reason that occurs within two years following a change in control (double-trigger awards) or upon the executive’s death or disability. For any other termination reason, these RSUs will be forfeited.

(4)

Of the 260,812 RSUs held by Mr. Goettler, 86,938 vested on March 2, 2022 and 86,937 will vest on March 2, 2023 and March 2, 2024; of the 80,250 RSUs held by Mr. Narula, 26,750 vested on March 2, 2022 and 26,749 will vest on March 2, 2023 and 26,751 will vest on March 2, 2024; of the 206,356 RSUs held by Mr. Malik, 68,785 vested on March 2, 2022 and 68,785 will vest on March 2, 2023 and 68,786 will vest on March 2, 2024; of the 91,715 RSUs held by Mr. Mauro, 30,572 vested on March 2, 2022 and 30,571 will vest on March 2, 2023 and 30,572 will vest on March 2, 2024; of the 309,535 RSUs held by Mr. Coury, 103,179 vested on March 2, 2022 and 103,178 will vest on March 2, 2023 and March 2, 2024. Amounts include all accrued and unvested whole share DEUs that vest only to the extent and at the same time the underlying award on which they are issued vest.

(5)	The PRSUs will vest on March 2, 2024, subject to attainment of performance goals. Amounts include all accrued and unvested whole share DEUs that vest only to the extent and at the same time the underlying award on which they are issued vest.

(6)

The 33,516 RSUs held by Mr. Malik, and 15,554 RSUs held by Mr. Mauro vested on March 2, 2022; of the 105,263 RSUs held by Mr. Malik, 52,631 vested on March 2, 2022 and 52,632 will vest on March 2, 2023 and of the 48,818 RSUs held by Mr. Mauro, 24,409 RSUs vested on March 2, 2022 and 24,409 will vest on March 2, 2023. In accordance with their terms, all of these awards would vest upon an involuntary termination without cause or a voluntary resignation for good reason that occurs within two years following a change in control (double-trigger awards) or upon the executive’s death or disability.

(7)

Mr. Malik is expected to vest in 197,369 shares and Mr. Mauro is expected to vest in 91,534 shares which represents 100% of their original target PRSUs. In accordance with their terms, all of these awards would vest upon an involuntary termination without cause or a voluntary resignation for good reason that occurs within two years following a change in control (double-trigger awards) or upon the executive’s death or disability. The

	remaining converted Viatris RSUs are expected to vest upon the earliest to occur of (i) March 2, 2023 (ii) an involuntary termination without cause or a voluntary resignation for good reason within two years following a change in control, and (iii) the executive’s death or disability.

(8)

The PRSUs were granted on November 23, 2020 and are divided into five separate vesting tranches requiring share price appreciation and shareholder returns (including dividends and other distributions) of 25%, 50%, 75%, 100% and 150% from the date of grant through December 30, 2025. In the case of the first three tranches, the PRSUs are subject to a retention requirement through the first anniversary of achieving the shareholder return goal, and in the case of the final two tranches, the PRSUs are subject to a retention requirement through the term of the award. The PRSUs would vest in full upon termination of employment without cause, resignation for good reason, disability, or death.

Option Exercises and Stock Vested for 2021

The option awards and stock awards reflected in the table below were exercised or became vested for the NEOs during 2021.

		Option Awards												Stock Awards
N AME		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)								Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($)
Michael Goettler			—				—								3,499				54,235
Sanjeev Narula			—				—								—				—
Rajiv Malik			—				—								174,017				2,486,703
Anthony Mauro			—				—								76,565				1,094,114
Robert J. Coury			—				—								250,000				3,590,000

Pension Benefits for 2021

The following table summarizes Mr. Malik’s benefits as of December 31, 2021 under The Executive Plan for Rajiv Malik (the “Executive Plan”) and Mr. Malik’s Retirement Benefit Agreement (the “Malik RBA”). The Malik RBA was frozen in November 2020. Mr. Malik will not accrue any additional benefits pursuant to the agreement. The Executive Plan is a deferred compensation plan to which the Company no longer contributes, though the value of the benefit may change depending on the performance of investments. The Company does not sponsor any other defined benefit pension programs covering the NEOs.

Name		Plan Name (1)		Number of Years of Credited Service (#)				Present Value of Accumulated Benefit ($) (2)				Payments During Last Fiscal Year ($)
Michael Goettler		N/A			N/A				—				—
Sanjeev Narula		N/A			N/A				—				—
Rajiv Malik		The Executive Plan for Rajiv Malik (3)			N/A				509,732				—
Rajiv Malik		Retirement Benefit Agreement (4)			15				5,342,449				—
Anthony Mauro		N/A			N/A				—				—
Robert J. Coury		N/A			N/A				—				—

(1)	Messrs. Goettler, Narula, Mauro and Coury are not party to a defined benefit pension arrangement.

(2)	See pages 32 and 36 of this Form 10-K/A for further information on the value of the accumulated pension benefit.

(3)	This is a deferred compensation plan established for the benefit of Mr. Malik. The Company is no longer contributing to this plan.

(4)	The Malik RBA has been frozen. Mr. Malik no longer accrues any additional benefits under the agreement.

Nonqualified Deferred Compensation

The following table sets forth information relating to the Restoration Plan for 2021.

Name		Aggregate Balance at Last FYE ($)				Executive Contributions in Last FY ($)				Company Profit Sharing and Match Contributions in Last FY ($)				Aggregate Earnings (Loss) in Last FY ($)				Aggregate Withdrawals/ Distributions ($)				Aggregate Balance at FYE ($)
Michael Goettler			—				78,467				78,467				9,725				—				166,659
Sanjeev Narula			—				25,846				25,846				1,296				—				52,988
Rajiv Malik			709,248				—				182,052				129,026				—				1,020,327
Anthony Mauro			2,513,831				80,447				139,223				135,284				—				2,868,785
Robert J. Coury			85,796				236,624				296,073				37,510				—				656,003

Estimated Payments in Connection with a Termination of Employment or Change in Control

The following discussion summarizes the potential payments and benefits that would have been payable to each of the NEOs upon a termination of employment or upon a change in control, in each case, as of December 31, 2021. The amounts discussed below exclude (i) 401(k) retirement plan contributions and distributions that are generally available to all salaried employees, (ii) payments pursuant to vested Restoration Plan balances and vested rights under Retirement Benefit Agreements, (iii) payments pursuant to awards scheduled to vest on or before December 31, 2021 by their terms, (iv) any amounts that may be due at the time of an event in the table below in respect of accrued and unpaid salary, bonuses, or vacation, and (v) the value of each NEOs’ annual bonus for the 2021 completed fiscal year as the year was complete as of December 31, 2021. These are estimates only and actual amounts payable upon such terminations may be different and will only be determined upon the actual occurrence of any such event.

Michael Goettler

Mr. Goettler is entitled to severance payments and benefits upon certain terminations of employment pursuant to an agreement with Viatris and his equity award agreements with Viatris.

Resignation for Good Reason or Termination Without Cause

.

If Mr. Goettler’s employment was terminated on December 31, 2021 by Viatris without cause, he would have been entitled to (1) a lump sum payment equal to two and a half times the sum of his base salary and his target annual bonus in effect at the time of such termination and (2) full vesting of his unvested Make-Whole RSUs (which vesting with respect to the Make-Whole RSUs would also apply in the event of a resignation for good reason). The estimated values of such payments and benefits, assuming a December 31, 2021 termination, would have been (i) $8,125,000, in respect of cash severance, and (ii) $2,409,554, in respect of the vesting of his Make-Whole RSUs. If Mr. Goettler’s employment was terminated on December 31, 2021 by Viatris without cause or if Mr. Goettler were to resign for good reason in connection with a change in control (excluding the Combination), in addition to the payments and benefits described in the preceding sentence, he would have been entitled to full vesting of his annual Viatris LTI awards granted in 2021 with any PRSUs granted in 2021 vesting based on target performance. The estimated value of such 2021 LTI awards, assuming a December 31, 2021 termination in connection with a change in control, was $8,821,950.

Termination due to Death or Disability

.

If Mr. Goettler’s employment was terminated on December 31, 2021 due to death or disability, he would have been entitled to full vesting of his unvested RSUs and PRSUs. The estimated value of such payments and benefits, assuming a December 31, 2021 termination, would have been (i) $2,409,554, in respect of the vesting of his Make-Whole RSUs, and (ii) $8,821,950, in respect of the vesting of his annual Viatris LTI awards granted in 2021. Mr. Goettler is not entitled to cash severance payments in connection with a termination of employment due to death or disability.

Sanjeev Narula

Mr. Narula is entitled to severance payments and benefits upon certain terminations of employment pursuant to an agreement with Pfizer (which was assumed by Viatris) (the “Retention Letter”) and his equity award agreements with Viatris.

Termination Without Cause

.

If Mr. Narula’s employment was terminated on December 31, 2021 by Viatris without cause (as defined in the Retention Letter or equity award agreements), he would have been entitled to (1) a lump sum payment equal to two times the sum of his base salary and his highest annual bonus paid by Pfizer, Upjohn or Viatris in respect of the four calendar years preceding his date of termination (even if paid in a later year) and (2) full vesting of his unvested Make-Whole RSUs. The estimated values of such payments and benefits, assuming a December 31, 2021 termination, would have been (i) $2,214,024, in respect of cash severance, and (ii) $294,328, in respect of the vesting of his Make-Whole RSUs. If Mr. Narula’s employment was terminated on December 31, 2021 by Viatris without cause in connection with a change in control (excluding the Combination), in addition to the payments and benefits described in the preceding sentence, he would have been entitled to full vesting of his annual Viatris LTI awards granted in 2021 with any PRSUs granted in 2021 vesting based on target performance. The estimated value of such 2021 LTI awards, assuming a December 31, 2021 termination in connection with a change in control, was $2,714,453.

Termination due to Death or Disability

.

If Mr. Narula’s employment was terminated on December 31, 2021 due to death or disability, he would have been entitled to full vesting of his unvested RSUs and PRSUs. The estimated value of such payments and benefits, assuming a December 31, 2021 termination, would have been (i) $294,328, in respect of the vesting of his Make-Whole RSUs, and (ii) $2,714,453, in respect of the vesting of his annual Viatris LTI awards granted in 2021. Mr. Narula is not entitled to cash severance payments in connection with a termination of employment due to death or disability.

Rajiv Malik

Mr. Malik is entitled to severance payments and benefits upon certain terminations of employment pursuant to his Transition and Succession Agreement with Mylan (which was assumed by Viatris) and his equity award agreements with Viatris. Because the Combination constituted a change in control of Mylan, the Transition and Succession Agreement will apply to terminations of employment through the 24-month anniversary of the Combination.

Resignation for Good Reason, Termination Without Cause or Termination due to Death or Disability

.

If Mr. Malik’s employment was terminated on December 31, 2021 by Viatris without cause, upon resignation for good reason or due to his death or disability (in each case, as defined in the Transition and Succession Agreement or equity award agreements), he would have been entitled to (1) a lump sum payment equal to three times the sum of his base salary and highest bonus paid, (2) three years of continued health and other benefits, and (3) full vesting of his RSUs and stock options held prior to the Combination. Mr. Malik is also entitled to participate in the Company’s Supplemental Health Insurance Plan for certain retired executives following a termination of employment. In connection with the Combination, Mr. Malik waived his right to a

Section 280G excise tax gross up. The estimated values of such payments and benefits, assuming a December 31, 2021 termination, would have been (i) $11,250,364, in respect of cash severance and other benefits, and (ii) $6,248,587, in respect of the vesting of his RSUs and stock options. If Mr. Malik’s employment was terminated on December 31, 2021 by Viatris without cause or if Mr. Malik resigned for good reason in connection with a change in control, in addition to the payments and benefits described in the preceding sentence, he would be entitled to full vesting of his annual Viatris LTI awards granted in 2021 with any PRSUs granted in 2021 vesting based on target performance. The estimated value of such 2021 LTI awards, assuming a December 31, 2021 termination in connection with a change in control, was $6,980,008.

Anthony Mauro

Mr. Mauro is entitled to severance payments and benefits upon certain terminations of employment pursuant to his Transition and Succession Agreement with Mylan (which was assumed by Viatris) and his equity award agreements with Viatris. Because the Combination constituted a change in control of Mylan, the Transition and Succession Agreement will apply to terminations of employment through the 24-month anniversary of the Combination.

Resignation for Good Reason, Termination Without Cause or Termination due to Death or Disability

.

If Mr. Mauro’s employment was terminated on December 31, 2021 by Viatris without cause, upon resignation for good reason or due to his death or disability (in each case, as defined in the Transition and Succession Agreement or equity award agreements), he would have been entitled to (1) a lump sum payment equal to three times the sum of his base salary and highest bonus paid, (2) three years of continued health and other benefits, and (3) full vesting of his RSUs and stock options held prior to the Combination. The estimated values of such payments and benefits, assuming a December 31, 2021 termination, would have been (i) $7,034,845, in respect of cash severance and other benefits, and (ii) $2,897,910, in respect of the vesting of his RSUs and stock options. If Mr. Mauro’s employment was terminated on December 31, 2021 by Viatris without cause or if Mr. Mauro resigned for good reason in connection with a change in control, in addition to the payments and benefits described in the preceding sentence, he would be entitled to full vesting of his annual Viatris LTI awards granted in 2021 with any PRSUs granted in 2021 vesting based on target performance. The estimated value of such 2021 LTI awards, assuming a December 31, 2021 termination in connection with a change in control, was $3,102,235.

Robert J. Coury

Mr. Coury is entitled to severance payments and benefits upon certain terminations of employment pursuant to his Executive Employment Agreement and his equity award agreements with Viatris.

Resignation for Good Reason, Termination Without Cause or Termination due to Death or Disability

.

If Mr. Coury’s employment was terminated on December 31, 2021 by Viatris without cause, upon resignation for good reason, due to his death or disability (in each case, as defined in the Executive Employment Agreement) or in connection with a change in control, he would have been entitled to (1) a lump sum payment equal to three times the sum of his base salary and target or highest bonus paid, (2) three years of continued health and other benefits, and (3) full vesting of his RSUs and PRSUs (including his Value Creation Incentive Award and with any PRSUs granted in 2021 vesting based on target performance). The estimated values of such payments and benefits, assuming a December 31, 2021 termination, would have been (i) $18,765,326, in respect of cash severance and other benefits, and (ii) $32,645,999, in respect of the vesting of his RSUs and PRSUs. These amounts would not be enhanced if these events occurred following a change in control of Viatris.

CEO Pay Ratio

Pursuant to Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our global employee population (legacy Mylan and legacy Upjohn) and the annual total compensation of our CEO, Michael Goettler. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Regulation S-K Item 402(u). The ratio of Mr. Goettler’s annual total compensation for 2021, as reported in the Summary Compensation Table on page 36 in this Amendment, to the median employee annual total compensation determined on the same basis was 398:1. For 2021, the annual total compensation along with the value of employer provided benefits of our median employee was $36,865 and $14,685,594 for the CEO.

To identify our median employee, we prepared a list of Viatris employees throughout the world as of December 31, 2021. We chose base salary as our consistently applied compensation measure. We then calculated an annual base salary for each employee, annualizing pay for those employees who commenced work during 2021 and for any employees who were on leave for a portion of 2021. For hourly employees, we used a reasonable estimate of hours worked to determine annual base pay. Our median employee is located in India.

Pay ratios may not be comparable because of different employee populations, geographic distribution of employees, compensation practices and companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

Non-Employee Director Compensation for 2021

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

Name		Fees Earned or Paid in Cash ($)		RSUs ($) (2)				All Other Compensation ($) (3)				Total ($)
W. Don Cornwell		150,000			200,003				20,000				370,003
JoEllen Lyons Dillon		200,000			200,003				—				400,003
Neil Dimick		200,000			200,003				20,000				420,003
Melina Higgins		225,000			200,003				20,000				445,003
James Kilts		150,000			200,003				20,000				370,003
Harry A. Korman		175,000			200,003				—				375,003
Richard Mark		150,000			200,003				20,000				370,003
Mark W. Parrish		250,000			200,003				—				450,003
Ian Read		175,000			200,003				—				375,003
Pauline van der Meer Mohr (1)		150,000			200,003				—				350,003

(1)	Fees earned by Ms. van der Meer Mohr were paid in Euros. Such amounts were converted into Euros using the monthly conversion rate in effect when each payment was made.

(2)

Represents the grant date fair value of the specific award granted to the Non-Employee Director. RSU awards granted in 2021 vested on March 2, 2022. For information regarding assumptions used in determining the amounts reflected in the table above, please refer to Note 13 to the Company’s Consolidated Financial Statements contained in the Original Filing. The number of unvested RSUs held by each of the Non-Employee Directors, as of December 31, 2021, were as follows: Mr. Cornwell; 14,331, Ms. Dillon, 14,331; Mr. Dimick, 14,331; Ms. Higgins, 14,331; Mr. Kilts, 14,331; Mr. Korman, 14,331; Mr. Mark, 14,331; Mr. Parrish, 14,331;

Mr. Read, 14,331; and Ms. van der Meer Mohr, 14,331. Amounts include all accrued and unvested whole share DEUs that vest only to the extent and at the same time the underlying award on which they are issued vest. The aggregate number of shares subject to stock options held by the Non-Employee Directors, as of December 31, 2021, were as follows: Ms. Dillon, 24,780; Mr. Dimick, 24,780; Ms. Higgins, 31,403; Mr. Korman, 30,770; Mr. Mark, 12,260; Mr. Parrish, 24,780; and Ms. van der Meer Mohr, 13,949.

(3)	The amounts represent charitable contributions made in 2021 under our matching gift program.

Viatris’ compensation philosophy for Non-Employee Directors is designed to attract and retain Directors with the experience necessary to represent the Company and oversee executive management. On an annual basis, the Compensation Committee considers market data for our Compensation Peer Group and input received from the Compensation Committee’s consultant regarding market practices for Director compensation. Any changes to Director compensation are approved by the Compensation Committee and the independent Directors.

Director Compensation Structure for 2022

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

Element of Compensation		Amount
Board Member Retainer			$150,000
Committee Chair Fee			$25,000
Executive Committee Member Fee			$25,000
Lead Independent Director Compensation			$50,000
Annual Equity Grant Value (RSUs)			$200,000

Non-Employee Directors are also eligible to receive matching charitable contributions under the Company’s Director Matching Gift Program. Under this program, to the extent Non-Employee Directors choose to make charitable contributions to qualifying charitable organizations, the Company matches those contributions dollar-for-dollar up to an annual limit of $20,000 per person per calendar year. Legacy Mylan directors also are eligible to receive tax-equalization payments for incremental tax liabilities, if any, incurred as a result of attendance at Mylan board meetings held outside the U.S. prior to the Combination.

Non-Employee Director Share Ownership Guidelines

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