filings.toolsItem 10. Directors, Executive Officers and Corporate Governance
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Item 10. Directors, Executive Officers and Corporate Governance
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Executive Officers
The following table sets forth the names, ages, and positions of Viatris’ executive officers as of April 24, 2023:
| Scott A. Smith | 61 | Chief Executive Officer (principal executive officer) | ||
| Rajiv Malik | 62 | President | ||
| Sanjeev Narula | 62 | Chief Financial Officer (principal financial officer) | ||
| Paul Campbell | 56 | Chief Accounting Officer and Corporate Controller (principal accounting officer) | ||
| Brian Roman | 53 | Global General Counsel | ||
| Andrew Cuneo | 47 | President, Japan, Australia and New Zealand (“JANZ”) and Emerging Markets | ||
| Anthony Mauro | 50 | President, Developed Markets | ||
| Xiangyang (Sean) Ni | 54 | President, Greater China | ||
| Robert J. Coury | 62 | Executive Chairman |
Scott A. Smith. Mr. Smith has served as Viatris’ Chief Executive Officer (“CEO”) since April 1, 2023. His responsibilities include leading the daily management and the overall performance of the Company and executing on the strategies developed in collaboration with the Executive Chairman and the Board of Directors of Viatris (the “Board”), among other responsibilities. Additional details regarding Mr. Smith’s background and experience can be found under the heading “Viatris’ Board of Directors” on page 9.
Rajiv Malik. Mr. Malik has served as Viatris’ President since the closing of the Combination on November 16, 2020. His responsibilities include the day-to-day operations of the Company, overseeing the Company’s commercial business units, the Medical, Information Technology and Quality functions, and Research & Development (“R&D”) and Operations. Additional details regarding Mr. Malik’s background and experience can be found under the heading “Viatris’ Board of Directors” on page 7.
Sanjeev Narula. Mr. Narula has served as Viatris’ Chief Financial Officer since the closing of the Combination on November 16, 2020. His responsibilities include oversight of the global Finance Department, which includes corporate controllership, financial planning and analysis, internal audit, and tax functions, among others. Prior to the Combination, Mr. Narula served as Chief Financial Officer of Pfizer’s Upjohn division beginning in January 2019, with responsibility for oversight of finance, procurement and business technology for all functions of the business. From January 2014 to January 2019, Mr. Narula served as Vice President, Finance for Pfizer’s Essential Health Business, with responsibility for finance, business development, financial planning and analysis, and the operating plan process and forecasting. Mr. Narula also held several other financial leadership positions during his 16 years at Pfizer and Upjohn, including as the finance lead for the Primary Care Business Unit. Prior to joining Pfizer, Mr. Narula held financial and operational leadership roles at American Express and Xerox.
Paul Campbell. Mr. Campbell has served as Viatris’ Chief Accounting Officer and Corporate Controller since the closing of the Combination on November 16, 2020. He is responsible for oversight of the day-to-day operations of the accounting and finance functions of the Company, including planning, implementing, and managing the Company’s finance and accounting activities. Prior to the closing of the Combination, Mr. Campbell was Mylan’s Chief Accounting Officer, Senior Vice President and Controller. Before his appointment as Chief Accounting Officer in November 2015, Mr. Campbell served as Mylan’s Senior Vice
President and Controller beginning in May 2015, with responsibility for overseeing the company’s accounting and financial operations and reporting, and he previously held roles of increasing responsibility at Mylan since 2002.
Brian Roman. Mr. Roman has served as Viatris’ Global General Counsel since the closing of the Combination on November 16, 2020. His responsibilities include oversight of the Company’s global legal organization, including securities, global contracts, labor and employment, global regulatory, business development, litigation, and intellectual property, among other areas. From July 2017 until the closing of the Combination, Mr. Roman was Mylan’s Global General Counsel, with similar responsibilities. Prior to 2017, Mr. Roman served as Mylan’s Chief Administrative Officer from January 2016 until June 2017, with responsibility for oversight of the Human Relations, Compliance, Facilities, Security, Information Security, and Privacy functions. He served as Mylan’s Senior Vice President and Chief Compliance Officer from April 2010 until December 2015 and Vice President and General Counsel, North America from October 2005 until April 2010.
Andrew Cuneo. Mr. Cuneo has served as President, JANZ since the closing of the Combination on November 16, 2020, and as President, JANZ and Emerging Markets since November 2022. His responsibilities include oversight of the day-to-day operations in those regions. From April 2017 until the closing of the Combination, Mr. Cuneo was Mylan’s President — Rest of World, with responsibility for executing on commercial objectives in more than 120 countries, including developed and emerging markets. Mr. Cuneo joined Mylan in February 2009 and served as Head of Global Business Development until April 2017. Previously, Mr. Cuneo served as Director of Merrill Lynch’s Global Healthcare Investment Banking Group.
Anthony Mauro. Mr. Mauro has served as President, Developed Markets since the closing of the Combination on November 16, 2020. His responsibilities include oversight of the commercial functions in more than 35 countries in North America and Europe, including sales and marketing strategies in those regions. From January 2016 until the closing of the Combination, Mr. Mauro served as Chief Commercial Officer of Mylan, with responsibility for overseeing Mylan’s commercial businesses around the world. Prior to 2016, Mr. Mauro served as Mylan’s President, North America beginning January 1, 2012. He served as President of Mylan Pharmaceuticals Inc. from 2009 through February 2013. Mr. Mauro previously served as Chief Operating Officer of Mylan Pharmaceuticals ULC in Canada, Vice President of North America Strategic Development, and Vice President of North America Sales.
Xiangyang (Sean) Ni. Mr. Ni has served as President, Greater China since the closing of the Combination on November 16, 2020. His responsibilities include oversight of the day-to-day operations in the region and overseeing the development and execution of the Company’s strategy in Greater China. From March 2019 until the closing of the Combination, Mr. Ni served as Senior Vice President of Global Strategy, Business Development, and Commercial Development at Pfizer’s Upjohn division, with responsibility for corporate strategy, business development, global marketing, pricing and channel management, commercial operations, and commercial excellence. He was Head of Established Brands, Global Product and Portfolio Strategy with AstraZeneca from July 2017 until February 2019, with responsibility for the global established brands portfolio based in the U.S. Prior to that, he was Vice President of Alliances and Business Development for AstraZeneca China from April 2014 until July 2017 and Executive Director, Strategic Planning and Business Development from February 2013 to April 2014.
Robert J. Coury. Mr. Coury has served as Viatris’ Executive Chairman since the closing of the Combination on November 16, 2020. Mr. Coury leads the Board, leads the strategic direction of the Company with the Board and in collaboration with executive management, advises the management team on important ongoing business matters, including as they execute on the Company’s strategy to drive value creation, and
leads Company strategy on highly complex matters and other strategic initiatives, while also ensuring robust board engagement with shareholders and other key stakeholders, among other responsibilities. Additional details regarding Mr. Coury’s background and experience can be found under the heading “Viatris’ Board of Directors” below.
Messrs. Coury, Smith, and Malik are also members of the Board.
Pursuant to Viatris Inc.’s Amended and Restated Bylaws (“Bylaws”), officers hold office until their successors are chosen and qualify in their stead or until their earlier death, resignation or removal.
Viatris’ Board of Directors
Viatris’ Board currently consists of 12 directors.
| Name | Age(1) | Other Positions with Viatris and Principal Occupation | ||
| W. Don Cornwell | 75 | Retired Chairman & Chief Executive Officer, Granite Broadcasting Corporation | ||
| Robert J. Coury | 62 | Executive Chairman, Viatris | ||
| JoEllen Lyons Dillon | 59 | Retired Executive Vice President, Chief Legal Officer and Corporate Secretary, The ExOne Company | ||
| Elisha W. Finney | 61 | Retired Executive Vice President and Chief Financial Officer, Varian Medical Systems, Inc. | ||
| Melina Higgins | 55 | Retired Partner and Managing Director, Goldman Sachs | ||
| James M. Kilts | 75 | Founding Partner, Centerview Capital | ||
| Harry A. Korman | 65 | Retired Chief Operating Officer, Mylan Inc. | ||
| Rajiv Malik | 62 | President, Viatris | ||
| Richard A. Mark, C.P.A. | 69 | Retired Partner, Deloitte & Touche LLP | ||
| Mark W. Parrish | 67 | Lead Independent Director and Vice Chairman, Viatris; Former Executive Chairman, TridentUSA Health Services | ||
| Scott A. Smith | 61 | Chief Executive Officer, Viatris | ||
| Pauline van der Meer Mohr | 63 | Former President of the Executive Board at Erasmus University, Rotterdam |
| (1) | Ages as of April 24, 2023. |
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Each of the Directors has served on the Board since November 16, 2020, the closing date of the Combination, other than Ms. Finney and Mr. Smith, each of whom joined the Board on December 29, 2022. Additional background information for each Director is set forth immediately below. We believe that our directors represent a wide-range of backgrounds, skills and experience, including with respect to the optimization of shareholder value creation.
Robert J. Coury**.** Mr. Coury has served as Viatris’ Executive Chairman since the closing of the Combination on November 16, 2020. Mr. Coury leads the Board; oversees the strategic direction of the Company with the Board and in collaboration with executive management; advises the management team on important ongoing business matters, including as they execute on the Company’s strategy to drive value creation and to otherwise unlock value; oversees management’s execution of the business strategies approved by the Board; oversees executive talent management; and ensures robust engagement with shareholders and other key stakeholders, among other responsibilities.
Mr. Coury most recently served as Executive Chairman of Mylan. During his tenure with Mylan, Mr. Coury’s strategic vision led to the creation of a strong foundation for Viatris. Under Mr. Coury’s leadership, Mylan
grew from the third-largest generics pharmaceutical company in the United States to one of the largest pharmaceutical companies in the world, earning spots in both the S&P 500 and, prior to Mylan’s reincorporation outside of the United States in 2015, the Fortune 500.
Mr. Coury was first elected to Mylan’s Board of Directors (the “Mylan Board”) in February 2002, having served since 1995 as a strategic advisor to the company. He became the Vice Chairman shortly after his election and served as Chief Executive Officer from September 2002 until January 2012. He then served as Executive Chairman from 2012 until he became non-executive Chairman in June 2016. As Executive Chairman between 2012 and 2016, Mr. Coury’s primary responsibilities were similar to those noted above. As non-executive Chairman, Mr. Coury continued to provide the overall strategic leadership for Mylan and was directly involved in shareholder engagement and material transactions involving Mylan, as well as in other matters considered significant by Mylan’s Board. The Mylan Board reappointed Mr. Coury as Executive Chairman in April 2020. In that role, Mr. Coury’s responsibilities were similar to his current responsibilities, and he provided leadership and strategic direction in navigating the unique challenges posed to Mylan and the pharmaceutical industry by the COVID-19 pandemic and oversight of work related to the Combination.
Mr. Coury is the founder and president of the Robert J. Coury Family Foundation, which is a private foundation formed to help support his philanthropic efforts and his mission of giving back. He has served as a member of the University of Southern California President’s Leadership Council since 2014. Mr. Coury also serves on the Goldman Sachs Healthcare Advisory Council.
Mr. Coury’s qualifications to serve on the Board include, among others, his unique strategic vision, leadership, extensive knowledge of the industry and the Company and its management and businesses around the world, demonstrated outstanding business acumen, proven ability to proactively anticipate and respond to opportunities and challenges, and strong business judgment.
W. Don Cornwell**.** Mr. Cornwell has served on the Board since the closing of the Combination on November 16, 2020. Mr. Cornwell also has served on the board of directors of American International Group, Inc. (NYSE: AIG) since 2011, and serves on its Audit and Nominating and Corporate Governance Committees. He also served on the board of directors of Natura & Co Holding S.A. (NYSE: NTCO) from January 2020 to April 2023, most recently serving on its Corporate Governance Committee. Mr. Cornwell was a Director of Avon Products, Inc. from 2002 until its acquisition by Natura in 2020. Mr. Cornwell served on the Pfizer (NYSE: PFE) board of directors from 1997 until the closing of the Combination, where he most recently chaired the Regulatory and Compliance Committee and was a member of the Governance and Sustainability Committee. Mr. Cornwell served as Chairman and Chief Executive Officer of Granite Broadcasting Corporation from 1988 until his retirement in August 2009 and served as Vice Chair until December 2009. Mr. Cornwell also serves on the board of trustees of Big Brothers Big Sisters of New York City and is the Vice Chairman of the board of directors of Blue Meridian Partners, a partnership of philanthropists that invests in strategies to impact social problems confronting young people and families in poverty.
Mr. Cornwell’s qualifications to serve on the Board include, among others, his experience and expertise regarding public company management, corporate governance, finance, the healthcare industry, human capital management including oversight of diversity, equity and inclusion, global business, information security, legal and regulatory oversight, and strategy and M&A.
JoEllen Lyons Dillon**.** Ms. Dillon has served on the Board since the closing of the Combination on November 16, 2020. Ms. Dillon served as a Director of Mylan from 2014 until the closing of the Combination, most recently chairing the Compensation and Governance and Nominating Committees, and serving as a member of the Audit, Compliance and Executive Committees. She served from March 2013 to August 2017
as an executive officer of The ExOne Company, a global provider of three-dimensional printing machines and services. She was promoted to Executive Vice President in December 2014, adding to her original duties as Chief Legal Officer and Corporate Secretary. She held responsibilities for, among other things, capital markets development, corporate strategic planning, human resources, global compliance, investor relations, and international business development within Europe and Asia. Previously, Ms. Dillon had an almost 25-year legal career in corporate mergers and acquisitions and securities, where she represented both public and private companies in a variety of complex matters. She was a Partner with Reed Smith LLP, a law firm, from 2002 until 2011. She previously had been at the law firm Buchanan Ingersoll & Rooney PC from 1988 until 2002, where she became a Partner in 1997. From September 2022 to January 2023, Ms. Dillon was a member of the board of directors of World Wrestling Entertainment, Inc. (NYSE: WWE), an integrated media and entertainment company. Ms. Dillon previously served as a member of the board of trustees of the Allegheny District chapter of the National Multiple Sclerosis Society and served as Chair and Audit Committee chair.
Ms. Dillon’s qualifications to serve on the Board include, among others, her experience and expertise regarding public company management, corporate governance, finance, global business, human capital management including oversight of diversity, equity and inclusion, legal and regulatory oversight, risk oversight and compliance, and strategy and M&A.
Elisha W. Finney**.** Ms. Finney has served on the Board since December 2022. Since November 2017, Ms. Finney has served on the board of directors of Mettler-Toledo International Inc. (NYSE: MTD), a leading global supplier of precision instruments and services, and serves as Chair of the Audit Committee. She joined the board of directors of NanoString Technologies, Inc. (NASDAQ: NSTG), which develops, manufactures and markets technologies that unlock scientifically valuable and clinically actionable information from minute amounts of biological material, primarily for life science researchers in the fields of genomics and proteomics, in May 2017 and serves as Chair of that company’s Audit Committee. Ms. Finney is also a member the board of directors of ICU Medical, Inc. (NASDAQ: ICUI), which develops, manufactures and sells innovative medical products used in infusion therapy, vascular access, and vital care applications, since January 2016, and serves as Chair of that company’s Nominating and Governance Committee and as a member of the Audit Committee. Previously, she served on the boards of directors of iRobot Corporation (NASDAQ: IRBT) from January 2017 to November 2021, serving on the Audit and Compensation and Talent Committees; Cutera, Inc. (NASDAQ: CUTR) from October 2017 to June 2019, chairing the Audit Committee and serving on the Enterprise Risk Committee; Altera Corporation from September 2011 until December 2015, when the company was acquired by Intel Corporation, where she served as Chair of the Audit Committee; and Thoratec Corporation from July 2007 to May 2013, where she served as Chair of the Audit Committee. Ms. Finney is a former public company executive officer who most recently served at Varian Medical Systems, Inc. as Executive Vice President and Chief Financial Officer from February 2012 until her retirement in May 2017 where she oversaw corporate accounting, corporate communications and investor relations, internal audit, risk management, tax and treasury, and corporate information systems. The Board has, in accordance with its Corporate Governance Principles, approved Ms. Finney’s concurrent service on the Audit Committee and the audit committees of more than two other public companies and determined that such service does not impair her ability to effectively serve on the Audit Committee.
Ms. Finney’s qualifications to serve on the Board include, among others, her experience and expertise regarding public company management, corporate governance, finance, global business, the healthcare industry, risk oversight and compliance, and strategy and M&A.
Melina Higgins**.** Ms. Higgins has served on the Board since the closing of the Combination on November 16, 2020. In May 2021, Ms. Higgins became the nonexecutive Chair of the board of directors of Genworth
Financial Inc. (NYSE: GNW) (“Genworth”), an insurance company. She has been a member of Genworth’s board since September 2013 and serves on its Audit and Management Development & Compensation Committees. From March to December 2021, Ms. Higgins served on the board of NextGen Acquisition Corp. II, a special purpose acquisition company, chairing its Nominating and Corporate Governance Committee and serving on its Audit and Compensation Committees. In January 2016, Ms. Higgins became non-executive Chair of the board of directors of Antares Midco Inc., a private company that provides financing solutions for middle market, private equity-backed transactions. Ms. Higgins served as a Director of Mylan from 2013 to the closing of the Combination, most recently chairing the Finance Committee and serving on the Audit, Compensation, and Executive Committees. She previously held senior roles of increasing responsibility at The Goldman Sachs Group, Inc. (NYSE: GS), a global investment banking, securities and investment management firm, including Partner and Managing Director, from 1989 to 1992 and 1994 to 2010. Ms. Higgins served as a member of Goldman’s Investment Committee of the Principal Investment Area, which oversaw and approved global private equity and private debt investments. She also served as Head of the Americas for Private Debt and as co-Chairperson of the Investment Advisory Committee for GS Mezzanine Partners funds. Ms. Higgins is a member of the Women’s Leadership Board of Harvard University’s John F. Kennedy School of Government.
Ms. Higgins’ qualifications to serve on the Board include, among others, her experience and expertise regarding corporate governance, finance, global business, risk oversight, and strategy and M&A.
James M. Kilts**.** Mr. Kilts has served on the Board since the closing of the Combination on November 16, 2020. Mr. Kilts is a founding Partner of Centerview Capital, a private equity firm, and currently serves as non-executive Chairman of Advantage Solutions Inc. (NASDAQ: ADV) and previously served as Lead Director and non-executive Chairman beginning in October 2020 following that company’s combination with Conyers Park II Acquisition Corp., where he served as Executive Chairman from May 2019. From August 2021 to January 2023, Mr. Kilts served as co-Chief Executive Officer of Conyers Park III Acquisition Corp. (NASDAQ: CPAAU, CPAA, CPAAW), a special purpose acquisition company, following which he serves in a special advisory role to the company’s board to, among other responsibilities, identify and evaluate businesses for a potential business combination. He has served as Chairman of The Simply Good Foods Company (NASDAQ: SMPL) since 2017, and serves on that company’s Nominating and Corporate Governance Committee. Previously, Mr. Kilts served as a Director of Unifi Inc. (NYSE: UFI) from 2016 until his retirement from this board in July 2022, and most recently served on that company’s Compensation Committee; served on the board of directors of Pfizer from 2007 until the closing of the Combination, where he most recently served on the Compensation Committee; MetLife, Inc. (NYSE: MET) from 2005 until June 2020, where he most recently chaired the Compensation Committee and was a member of the Governance and Corporate Responsibility Committee; The Procter & Gamble Company (NYSE: PG) from 2005 to 2006; as Chairman of Conyers Park Acquisition Corporation from its formation in April 2016 until its merger with The Simply Good Foods Company in July 2017; as a non-executive Director of Nielsen Holdings plc (NYSE: NLSN) from 2006 until 2017, Chairman of Nielsen Holdings from 2011 until 2013, and Chairman of Nielsen Company B.V. from 2009 until 2014; and as a Director of MeadWestvaco Corporation from 2006 until 2014. Mr. Kilts also served as Chairman and Chief Executive Officer of The Gillette Company from 2001 to 2005 and President from 2003 to 2005, and as President and Chief Executive Officer of Nabisco Group Holdings Corporation from 1998 until its acquisition in 2000. Mr. Kilts also serves on the board of directors of the Cato Institute; as a Life Trustee of Knox College; on the board of trustees of the University of Chicago; and as a life member of the Advisory Council of the University of Chicago Booth School of Business.
Mr. Kilts’ qualifications to serve on the Board include, among others, his experience and expertise regarding public company management, corporate governance, finance, global business, the healthcare industry, human capital management including oversight of diversity, equity and inclusion, and strategy and M&A.
Harry A. Korman**.** Mr. Korman has served on the Board since the closing of the Combination on November 16, 2020. Mr. Korman served as a Director of Mylan from 2018 until the closing of the Combination, most recently chairing the Risk Oversight Committee and serving as a member of the Compliance, Governance and Nominating, and Science and Technology Committees. Previously, Mr. Korman held senior executive roles of increasing responsibility at Mylan Inc. and its subsidiaries from 1996 until July 2014. He served as Mylan Inc.’s global Chief Operating Officer from January 2012 until July 2014, after which he served in a consultant role with Mylan Inc. for one year. Prior to his service as Chief Operating Officer, he was the President, North America of Mylan Inc. commencing in October 2007. Mr. Korman also served as President of Mylan Pharmaceuticals Inc. from February 2005 to December 2009. He joined Mylan in 1996 after the company’s acquisition of UDL Laboratories, Inc. (n/k/a Mylan Institutional Inc.), and served as its President, among other prior responsibilities. Mr. Korman has served as a past Director and Vice Chairman of the Generic Pharmaceutical Association, now known as the Association for Accessible Medicines. He also previously served as a Director and Vice Chairman of the HDMA Foundation, which serves the healthcare industry by providing research and education focused on healthcare supply issues.
Mr. Korman’s qualifications to serve on the Board include, among others, his experience and expertise regarding public company management, global business, the healthcare industry, information security, risk oversight and compliance, and strategy and M&A.
Rajiv Malik**.** Mr. Malik has served as Viatris’ President and on the Board since the closing of the Combination on November 16, 2020. His responsibilities include the day-to-day operations of the Company, overseeing the Company’s commercial business units, the Commercial Development, Medical, Information Technology and Quality functions, as well as R&D and Operations. He has also played a leading role in integrating the two legacy companies while stabilizing the business in its first two years of operation.
Previously, Mr. Malik served as President of Mylan from January 2012 until the closing of the Combination. His responsibilities with Mylan included leading the company’s global commercial, scientific, operational, information technology and business development activities in more than 165 countries and territories. In addition, he oversaw the operations that managed a portfolio of more than 7,500 products, a pipeline of approximately 1,200 products and more than 40 manufacturing facilities around the world. He also served on the Mylan Board from 2012 until the closing of the Combination. Mr. Malik also held various senior roles at Mylan, including Executive Vice President and Chief Operating Officer from July 2009 to December 2012, and head of Global Technical Operations from January 2007 to July 2009. Prior to joining Mylan in January 2007, Mr. Malik served as Chief Executive Officer of Matrix Laboratories Limited (now Mylan Laboratories Limited) from July 2005 to June 2008. Prior to joining Matrix, he served as Head of Global Development and Registrations for Sandoz GmbH from September 2003 to July 2005, and as Head of Global Regulatory Affairs and Head of Pharma Research for Ranbaxy from October 1999 to September 2003.
Mr. Malik’s qualifications to serve on the Board include, among others, his knowledge and experience regarding public company management, global business, the healthcare industry, human capital management including oversight of diversity, equity and inclusion, legal and regulatory oversight, and strategy and M&A.
Richard A. Mark, C.P.A. Mr. Mark has served on the Board since the closing of the Combination on November 16, 2020. Mr. Mark currently serves on the board of directors of Goldman Sachs BDC, Inc. (“GSBDC”) (NYSE: GSBD), Goldman Sachs Private Credit Fund, LLC, and Goldman Sachs Middle Market Lending Corp. II, chairing their Audit Committees and serving on their Compliance, Contract Review, and Governance and Nominating Committees. He previously served as a Director of Mylan from 2019 until the closing of the Combination, most recently serving on the Audit and Finance Committees. Previously, Mr. Mark served on the board of directors of Goldman Sachs Middle Market Lending Corp. prior to its merger with GSBDC in October 2020, most recently chairing its Audit Committee and serving on its Compliance, Governance and Nominating, and Contract Review Committees. Mr. Mark also was a Partner with Deloitte & Touche LLP (“Deloitte”) from June 2002 to May 2015, most recently leading the advisory corporate development function. Prior to joining Deloitte, Mr. Mark held various positions with Arthur Andersen & Co., including Audit Partner. Mr. Mark also served from July 2015 until August 2016 as Chairman of the board of directors and as a member of the Audit Committee of Katy Industries, Inc., a manufacturer, importer and distributor of commercial cleaning and consumer storage products. He also served on the board of directors of Cadence Health from 1993 until its acquisition by Northwestern Memorial Healthcare (“Northwestern”) in September 2014. Following the acquisition of Cadence Health, Mr. Mark was a Director of Northwestern from September 2014 to August 2015, serving on its Executive and Nominating and Governance committees. Mr. Mark also serves as a Director and chair of the Finance Committee of Home Centered Care Institute, a not-for-profit corporation, which provides medical care to medically complex patients who are either homebound or home-limited. Until December 2021, Mr. Mark served as a Director of Almost Home Kids, a not-for-profit corporation affiliated with Lurie Children’s Hospital of Chicago, a provider of transitional care to children with complicated health needs, training for their families, and respite care.
Mr. Mark’s qualifications to serve on the Board include, among others, his experience and expertise regarding public company management, corporate governance, finance, global business, the healthcare industry, information security, risk oversight and compliance, and strategy and M&A.
Mark W. Parrish**.** Mr. Parrish has served as the Lead Independent Director and Vice Chairman of the Board since the closing of the Combination on November 16, 2020. He served as Chief Executive Officer of TridentUSA Health Services (“TridentUSA”), a provider of mobile X-ray and laboratory services to the long-term care industry, from 2008 to August 2018, and as Executive Chairman from 2008 to 2013. From August 2018 to September 2019, he served as Executive Chairman of TridentUSA. In February 2019, TridentUSA filed for protection under Chapter 11 of the U.S. Bankruptcy Code and emerged from bankruptcy in September 2019. Since January 2013, Mr. Parrish has served on the board of directors of Omnicell, Inc. (NASDAQ: OMCL), a company that specializes in healthcare technology, and serves on its Audit and Compensation Committees; and since February 2022 has served on the board of directors of Safecor Health, LLC, a private limited liability company that provides unit dose drug packaging services to hospitals and long-term care facilities. Mr. Parrish served as a Director of Mylan from 2009 until the closing of the Combination, most recently serving as Lead Independent Director and Vice Chairman and as Chair of the Compliance Committee and member of the Audit, Executive, Governance and Nominating, and Risk Oversight Committees; Comprehensive Pharmacy Services, a private company that specializes in the outsourcing of hospital pharmacies, from May 2019 until March 2023; Silvergate Pharmaceuticals, a private company that develops and commercializes pediatric medications, from 2013 until June 2019; and Golden State Medical Supply, a private company that specializes in meeting unique labeling and sizing needs and pharmaceutical packaging, serialization and distribution, from May 2014 until August 2019, when it was acquired by Court Square. From 1993 to 2007, Mr. Parrish held management roles of increasing responsibility with Cardinal Health Inc. (NYSE: CAH) and its affiliates, including Chief Executive Officer of healthcare supply chain services, from 2006 to 2007. Mr. Parrish serves as president of the International Federation of
Pharmaceutical Wholesalers, an association of pharmaceutical wholesalers and pharmaceutical supply chain service companies, and as senior adviser to Frazier Healthcare Ventures, a healthcare-oriented growth equity firm.
Mr. Parrish’s qualifications to serve on the Board include, among others, his experience and expertise regarding public company management, corporate governance, the healthcare industry, human capital management including oversight of diversity, equity and inclusion, global business, information security, risk oversight and compliance, and strategy and M&A.
Scott A. Smith**.** Mr. Smith has served on the Board since December 2022. In February 2023, the Board appointed him as CEO, effective April 1, 2023. Mr. Smith most recently served as President of BioAtla, Inc. (“BioAtla”), a global biotechnology company focused on the development of Conditionally Active Biologics™ antibody therapeutics, from 2018 to February 2023. At BioAtla, Mr. Smith built a clinical development structure that moved multiple assets from investigational new drug applications into late stage clinical development, drove the company’s long-term strategic operational plan and led all business development activities, among other responsibilities. Prior to joining BioAtla, Mr. Smith was an executive at Celgene Corporation, a global biopharmaceutical company, from 2008 to 2018, rising up the ranks from SVP and Global Head of Immunology to President of Inflammation and Immunology and then, beginning in 2017, President and Chief Operating Officer where he led the company’s oncology, inflammation and immunology franchise, commercial operations and clinical development, among other responsibilities. Mr. Smith has served on the board of directors of BioAtla (NASDAQ: BCAB) since July 2020, is chairman of the board of Triumvira Immunologics, Inc. and has served on that company’s board since June 2018, and he became a member of the Apexigen, Inc. (NASDAQ: APGN, APGNW) board in September 2019 and currently serves on that company’s Compensation and Corporate Governance and Nominating Committees, and has served on the board of directors of Refuge Biotechnologies, Inc. since October 2018. Mr. Smith previously served on the boards of directors of Titan Pharmaceuticals, Inc. (NASDAQ: TTNP), chairing the Compensation and Nominating and Governance Committees; and as Chairman of F-star Therapeutics, Inc., serving on that company’s Audit and Nominating and Corporate Governance Committees. The Board has, in accordance with its Corporate Governance Principles, approved Mr. Smith’s concurrent service as an executive officer of a public company and on more than one other public company board of directors and determined that it will not impair his ability to effectively serve on the Board.
Mr. Smith’s qualifications to serve on the Board include, among others, his experience and expertise regarding public company management, corporate governance, finance, global business, the healthcare industry, human capital management including oversight of diversity, equity and inclusion, and strategy and M&A.
Pauline van der Meer Mohr**.** Ms. van der Meer Mohr has served on the Board since the closing of the Combination on November 16, 2020. In April 2022, Ms. van der Meer Mohr became a member of the supervisory board of Koninklijke Ahold Delhaize N.V. (AMS: AD) and currently serves as Chair of its Remuneration Committee and a member of its Audit Committee. In September 2021, she became a member of the supervisory board of ASM International N.V. (AMS: ASMIY) and in April 2022 was appointed as Chairperson of the Supervisory Board and is a member of that company’s Nomination, Selection and Remuneration Committee. Since January 2023, she has served on the Supervisory Board of Nationale- Nederlanden N.V. (AMS: NN), an international financial services company, and is a member of its Remuneration and Nomination and Corporate Governance Committees. Ms. van der Meer Mohr most recently served as a Director of HSBC Holdings plc (LON: HSBA), chairing that company’s Group Remuneration Committee and serving as a member of its Group Audit Committee and Nomination &
Corporate Governance Committee, until her retirement from this board in April 2022. From 2011 to May 2021, she was also a member of the supervisory board of Royal DSM N.V. (AMS: DSM), most recently serving as Deputy Chair, chairing its Remuneration Committee and serving on its Nomination Committee. She is also a member of the supervisory board of EY Netherlands LLP, currently serving as Chair. Ms. van der Meer Mohr also serves as the Chair of the Dutch Corporate Governance Code Monitoring Committee and as Chair of the Appointment Advisory Committee for the President of the Supreme Court of the Netherlands, and she is a member of the Capital Markets Committee of the Dutch Authority for Financial Markets. Previously, Ms. van der Meer Mohr served on the board of directors of Mylan from 2018 until the closing of the Combination, where she most recently served on the Compensation and Risk Oversight Committees. She also served on the supervisory board of ASML Holding N.V. (NASDAQ and AMS: ASML) from 2009 until April 2018, and as President of the executive board of Erasmus University in Rotterdam from 2010 to 2016. Ms. van der Meer Mohr began her career in the legal profession and previously held several legal and management positions at Royal Dutch Shell Group from 1989 to 2004. In 2004, she was appointed Group Human Resources Director at TNT N.V., now known as PostNL (AMS: PNL), before becoming Senior Executive Vice President and Head of Group Human Resources at ABN AMRO NV in 2006. She served as a member of the Dutch Banking Code Monitoring Commission in the Netherlands from 2010 to 2013, and began her own human capital consulting firm in 2008.
Ms. van der Meer Mohr’s qualifications to serve on the Board include, among others, her experience and expertise regarding public company management, corporate governance, finance, global business, human capital management including oversight of diversity, equity and inclusion, information security, legal and regulatory oversight, risk oversight and compliance, and strategy and M&A.
Viatris’ Board Structure
As set forth in our Bylaws, the Company has a majority vote standard for director elections in the event of an uncontested election and a plurality standard in the event of a contested election. The Bylaws also provide that if a nominee for Director who is an incumbent is not elected and no successor has been elected at such meeting, the Director shall promptly tender his or her irrevocable resignation to the Board, such resignation to be effective upon acceptance by the Board.
In connection with the Combination, Mylan and Pfizer agreed that the Board would be classified for three years with respect to the time for which Directors hold office (designated as Class I, Class II and Class III). The first term of office of the Class I Directors expired as of the date of the 2021 annual meeting of shareholders (the “2021 Annual Meeting”). At the 2021 Annual Meeting, each Class I Director was re-elected to serve as a Director until the Company’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”). The first term of office of the Class II Directors expired as of the date of the 2022 annual meeting of shareholders (the “2022 Annual Meeting”). At the 2022 Annual Meeting, each Class II Director was re-elected to serve as a Director until the 2023 Annual Meeting. Commencing with the 2023 Annual Meeting and at all subsequent annual meetings of shareholders, the Board will be declassified and all Directors will be submitted for election at each annual meeting of shareholders. Elisha W. Finney, Scott A. Smith, and Pauline van der Meer Mohr are in Class I; W. Don Cornwell, Harry A. Korman, Rajiv Malik, and Richard A. Mark are in Class II; and Robert J. Coury, JoEllen Lyons Dillon, Melina Higgins, James M. Kilts, and Mark W. Parrish are in Class III. In addition, the parties to the Combination determined prior to closing that the Board would include, among others, Robert J. Coury as well as certain persons designated by Pfizer (including W. Don Cornwell and James M. Kilts) and certain persons designated by Mylan (including JoEllen Lyons Dillon, Melina Higgins, Harry A. Korman, Rajiv Malik, Richard A. Mark, Mark W. Parrish and Pauline van der Meer Mohr).
The members of the Board collectively have expertise in developing and overseeing strategies in the context of a complex and rapidly changing environment, as well as a deep understanding of the management team and culture of the Company, our global platforms, the healthcare systems in which we operate, and the opportunities and challenges facing the Company around the world. Our Board members have key skills and experience including with respect to CEO experience and public company management; the optimization of shareholder value creation; corporate governance, corporate environmental and social responsibility matters; finance, accounting and capital markets; global business experience; healthcare industry; human capital management, including but not limited to diversity, equity and inclusion; information security; legal and regulatory oversight; risk oversight and compliance; and strategy and M&A, among many other areas. We are confident that the collective experience and expertise of our Directors enables the Board to effectively guide and oversee the management team.
The Board believes it should have the flexibility to select the structure of Board leadership best suited to meet the needs of the Company and our shareholders, including based on the particular opportunities, circumstances, or challenges confronting the Board and the Company at any given time. Accordingly, our governance documents provide the Board with the flexibility to select the most appropriate Board leadership structure. This flexibility benefits the Company and its shareholders because the Board is best positioned to evaluate the optimal leadership structure for the Company based upon the Company’s leadership team, strategy, challenges, and opportunities over time.
Considering the current opportunities and circumstances facing the Company, including but not limited to, the current economic environment and the Company’s focus on executing its previously disclosed two-phased strategic vision, the Board has determined that its current leadership structure — which separates the Executive Chairman, Lead Independent Director and Vice Chairman, CEO, and President roles, along with a strong, independent majority of Directors — has served the Company well and enables it to best oversee and empower the management team and is optimal for Viatris and its shareholders and other stakeholders.
In particular, the Board believes that its current leadership structure — which separates the CEO and Chairman positions — enables our Executive Chairman to lead the Board and oversee the strategic direction of the Company in collaboration with executive management, and our CEO to run the Company on a day-to-day basis, leading the overall management of the Company and executing on the Company’s strategy.
Among other responsibilities, the Executive Chairman advises on important ongoing business matters and leads Company strategy on highly complex matters and other strategic initiatives, including significant M&A activity, management and development of senior executives, and engagement with shareholders and other key stakeholders.
Our CEO is tasked with leading the daily management and performance of the business, which include, among other responsibilities, building and enhancing the Company’s commercial excellence and executing on its strategy to increase access to medicines and services through the Global Healthcare Gateway®. In February 2023, we announced that Scott A. Smith would serve as CEO of Viatris and take responsibility for the day-to-day management of the Company, effective April 1, 2023. The Board believes that Mr. Smith is best suited to lead the Company’s previously announced Phase 2 (2024 and beyond) strategy and execution and brings experience that positions him to manage the global nature and complexity of a business that we expect to return to growth.
The Board also believes that the current separation of the Chairman and CEO roles provides a clear delineation of responsibilities for each position and fosters greater accountability of management, which is particularly critical given our focus on execution and results, our reshaping initiatives and our two-phased strategic vision. The Board further believes it is valuable for Mr. Coury to serve as Executive Chairman because his familiarity with and knowledge of our Company and business is unmatched and because of his important relationships in the industry and his unique understanding of the global healthcare markets. With over 20 years of experience at Mylan and now Viatris, Mr. Coury is uniquely positioned to lead the Board and oversee the Company’s strategic direction in collaboration with the Board and executive management. In particular, the Board strongly believes that the separation of the Chairman and CEO roles has played, and continues to play, a vital role in the significant progress we have made in Phase 1 of our two-phased strategic vision.
Our current Board leadership structure is designed to meet the unique business needs of the Company and to build on the strengths of our Board. Since the Chairman of the Board currently is not an independent Director, the Corporate Governance Principles require the independent Directors to elect a Lead Independent Director who also serves as Vice Chairman and provides leadership for independent oversight of management and the Company. The Lead Independent Director is vested with significant responsibilities set forth below. Mr. Parrish is the Lead Independent Director and Vice Chairman of the Board, with key areas of expertise and experience (including, among others, public company management, corporate governance, the healthcare industry, human capital management including, but not limited to oversight of diversity, equity and inclusion, global business, information security, risk oversight and compliance, and strategy and M&A) that help enhance the Board’s oversight of the management team and the Company.
The responsibilities of the Lead Independent Director are robust and include:
| • | presiding over executive sessions of the independent Directors, |
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| • | calling meetings of the independent Directors, |
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| • | consulting with the Executive Chairman regarding Board meeting schedules, agendas, and information sent to the Board and separately approving those items, and |
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| • | serving as a liaison between the Executive Chairman and independent Directors. |
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The Lead Independent Director, as Vice Chairman, also presides at all meetings of the Board at which the Executive Chairman is not present and serves on the Executive Committee. The Executive Chairman and the Lead Independent Director serve as point persons for shareholders wishing to communicate to the Board.
The Board and independent Directors have elected, upon the recommendation of the Governance and Nominating Committee, the Executive Chairman and Lead Independent Director, respectively.
The Board has also adopted the corporate governance policies and practices set forth below that promote a strong and effective Board that provides independent oversight.
Among the factors that demonstrate the Board’s commitment to good governance practices and enable it to provide highly effective oversight and direction are:
| • | 8 out of 12 Directors are independent; |
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| • | The responsibilities of the Lead Independent Director (as set forth above), which provide and promote effective, independent Board oversight; |
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| • | The Audit, Compliance, Compensation, Finance, Governance and Nominating, and Risk Oversight Committees are composed entirely of independent Directors (as defined in the applicable NASDAQ listing rules and applicable SEC rules), and Board approval of any appointment of members to the Audit, Compensation, Compliance, Governance and Nominating, and Risk Oversight Committees must include an affirmative vote by at least a majority of the independent Directors; |
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| • | The Board operates pursuant to Corporate Governance Principles, which are reviewed by the Governance and Nominating Committee at least annually; |
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| • | The Executive Chairman possesses deep knowledge of our management, business, and the healthcare industry, and he fosters a culture of robust Board engagement, interaction, and oversight; |
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| • | All Board committees operate pursuant to written charters and conduct annual self-assessments; |
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| • | The Risk Oversight Committee assists the Board in its oversight of management’s efforts with respect to the Company’s enterprise risk framework, infrastructure and controls, and corporate environmental and social responsibility matters. The Committee receives reports, including with respect to related risks, risk management, and relevant legislative, regulatory, and technical developments, from senior management on data security, cybersecurity, information security-related matters, corporate environmental and social responsibility matters, certain litigation-related topics and other topics on at least a quarterly basis. The Board and its other committees also have important roles in the oversight of risk as described in more detail in “Risk Oversight” beginning on page 18; |
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| • | The independent Directors on the Board and its committees receive extensive information and input from multiple layers of management and external advisors, engage in detailed discussion and analysis regarding matters brought before them (including in executive session), and actively engage in the development and approval of significant corporate strategies; |
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| • | The Board and its committees have full access to officers and employees of the Company; and |
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| • | The Board and its committees have the authority to select, retain, and supervise advisors as necessary to fulfill their mandates. |
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Meetings of Viatris’ Board
Viatris’ Board met nine times in 2022. In addition to meetings of the Board, Directors attended meetings of individual Board committees of which they were members, and all Directors attended greater than 75% of the aggregate of Board meetings and meetings of the committees of which they were a member in 2022.
Viatris’ Corporate Governance Principles require the independent Directors of the Board to meet in separate executive sessions periodically, and at least twice annually, during regularly scheduled meetings of the Board, without any non-independent Directors or members of management present. The independent Directors of the Board met eight times in executive session in 2022, with Mr. Parrish presiding at those executive sessions.
Pursuant to Viatris’ Corporate Governance Principles, Directors are expected to attend the annual meeting of shareholders of the Company, where practicable. Ten Directors at the time of the 2022 Annual Meeting attended such meeting in person.
Meetings of Viatris’ Board Committees
The committees of the Board include the Audit Committee, the Compensation Committee, the Compliance Committee, the Executive Committee, the Finance Committee, the Governance and Nominating Committee, and the Risk Oversight Committee. Each committee operates pursuant to a written charter, a current copy of
which, along with our Amended and Restated Certificate of Incorporation, Bylaws, and Corporate Governance Principles, is available on Viatris’ website at https://www.viatris.com/en/About-Us/Corporate-Governance.
All members of the Audit, Compliance, Compensation, Finance, Governance and Nominating, and Risk Oversight Committees, are independent Directors, as defined in the applicable NASDAQ listing rules and applicable SEC rules. Board approval of any Director appointment to the Audit, Compensation, Compliance, Governance and Nominating, and Risk Oversight Committees must include at least a majority of the independent Directors. The Board has determined that Mr. Mark, the Chair of the Audit Committee, is an “audit committee financial expert”, as that term is defined in the rules of the SEC.
Information regarding each of the committees is provided on the following pages, and pages 20 to 21 provide additional discussion of committee responsibilities with respect to risk oversight.
The table below provides the current membership (as of the date of this report) and 2022 meeting information for each Board committee.
| Director | Audit | Compensation | Compliance | Executive | Finance | Governance and Nominating | Risk Oversight | |||||||
| W. Don Cornwell | ✓ | ✓ | ||||||||||||
| Robert J. Coury | Chair | |||||||||||||
| JoEllen Lyons Dillon | ✓ | ✓ | ✓ | Chair | ||||||||||
| Elisha W. Finney(1) | ✓ | ✓ | ||||||||||||
| Melina Higgins | Chair | ✓ | Chair | ✓ | ||||||||||
| James M. Kilts | ✓ | ✓ | ||||||||||||
| Harry A. Korman(1) | ✓ | ✓ | ✓ | Chair | ||||||||||
| Rajiv Malik | ||||||||||||||
| Richard A. Mark(1) | Chair | ✓ | ✓ | ✓ | ||||||||||
| Mark W. Parrish | ✓ | Chair | ✓ | ✓ | ||||||||||
| Scott A. Smith | ||||||||||||||
| Pauline van der Meer Mohr | ✓ | ✓ | ✓ | |||||||||||
| Meetings during 2022 | 9 | 5 | 4 | 1 | 4 | 5 | 4 |
| (1) | In February 2023, Richard Mark became Chair of the Audit Committee and joined the Executive Committee, Elisha Finney joined the Audit and Finance Committees and Harry A. Korman joined the Compensation Committee. |
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Audit Committee Responsibilities
The Audit Committee’s key oversight responsibilities include, but are not limited to:
| • | Integrity of the Company’s financial statements and its accounting and financial reporting processes |
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| • | Effectiveness of the Company’s internal control over financial reporting |
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| • | Qualifications, independence, and performance of the independent registered public accounting firm |
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| • | Services to be performed by, and fees payable to, the independent registered public accounting firm |
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| • | Internal Audit group |
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| • | Company processes and procedures related to risk assessment and risk management of financial and disclosure control-related, as well as SEC reporting-related matters |
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| • | Related party transactions |
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| • | Company compliance with applicable legal and regulatory requirements (including U.S. federal securities laws) regarding the preceding matters |
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| • | Review of any critical audit matters identified by the independent registered public accounting firm in connection with its audit of the Company’s annual financial statements |
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Compensation Committee Responsibilities
The Compensation Committee’s key oversight responsibilities include, but are not limited to:
| • | Executive Chairman, CEO, and senior management compensation, including the corporate goals and objectives relevant to such compensation |
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| • | Board and committee compensation |
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| • | Equity compensation plans in which Directors and/or executives participate |
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| • | Compensation and benefits-related disclosures in annual reports and proxy statements |
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| • | Reviewing the relationship between compensation policies and practices and the Company’s risk management with respect to compensation-related matters |
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| • | From time to time reviewing reports from management regarding pay equity, human capital management and succession planning |
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Compliance Committee Responsibilities
The Compliance Committee’s key oversight responsibilities include, but are not limited to:
| • | Chief Compliance Officer’s implementation of the Company’s corporate compliance program |
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| • | Making recommendations to the Board and/or management with respect to Viatris’ corporate compliance program, the Code of Business Conduct and Ethics, and significant related global policies, such as anti-corruption and fair competition policies |
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| • | Reviewing significant global compliance-related policies implementing the Company’s Code of Business Conduct and Ethics, or related to the operations of the Company’s business and its mode or methods of doing business, including, for example, policies relating to pricing and/or commercialization of Company products and services |
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| • | Reviewing metrics used by management or requested by the Committee to provide insight into the status and efficacy of the corporate compliance program, including the Company’s global compliance systems and organization |
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| • | Reviewing reports of significant actual and alleged violations of the Code of Business Conduct and Ethics, corporate policies and procedures, and applicable laws and regulations |
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| • | Reviewing checks and balances implemented by the Company designed to support and promote compliance with approved corporate policies, legal rules, and regulations |
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| • | Overseeing the Company’s policies and procedures for corporate political and lobbying expenditures |
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Executive Committee Responsibilities
The Executive Committee’s key oversight responsibilities include, but are not limited to:
| • | Assisting the Board in fulfilling its fiduciary responsibilities by exercising those powers of the Board not otherwise limited by a resolution of the Board or by law |
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| • | Strategic planning and additional oversight of strategy implementation |
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Finance Committee Responsibilities
The Finance Committee’s key oversight responsibilities include, but are not limited to:
| • | Material mergers, acquisitions, and combinations with other companies |
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| • | Swaps and other derivatives transactions |
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| • | Establishment of credit facilities |
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| • | Potential financings with commercial lenders |
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| • | Issuance and repurchase of the Company’s debt, equity, hybrid or other securities |
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| • | Capital structure, including dividend payments |
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Governance and Nominating Committee Responsibilities
The Governance and Nominating Committee’s key oversight responsibilities include, but are not limited to:
| • | Corporate governance matters |
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| • | The nomination or re-nomination of Director candidates |
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| • | The Board’s review and consideration of shareholder recommendations for, and nominations of, Director candidates |
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| • | The annual self-evaluation of the Board and its committees |
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| • | Director orientation and continuing education programs |
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| • | Evaluating Board composition with respect to director independence, skills, experience, expertise, diversity, and other factors |
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| • | Reviewing succession planning matters |
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Risk Oversight Committee Responsibilities
The Risk Oversight Committee’s key oversight responsibilities include, but are not limited to:
| • | Reviewing the enterprise risk framework, infrastructure, and controls implemented by management to help identify, assess, manage and monitor material risks |
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| • | Reviewing management’s exercise of its responsibility to identify, assess and manage material risks not allocated to the Board or another committee, including, for example, data security programs and cybersecurity and information technology |
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| • | Management’s efforts with respect to corporate environmental and social responsibility matters |
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| • | Meeting with the Chairs of the other committees at least two times a year to discuss enterprise risk and related matters |
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Board Refreshment and Succession Planning
Viatris’ Board, with the support of the Governance and Nominating Committee, seeks to identify a diverse talent pool of qualified candidates for consideration as part of the Board’s refreshment and succession planning. The Board also seeks to combine the skills and experience of its long-standing Board members with fresh perspectives, insights, skills, and experiences of new members in support of its belief that it is important for Directors to represent diverse viewpoints and, further, that the personal backgrounds and qualifications of the Directors, considered as a group, should provide a composite mix of experience, knowledge and abilities. The Board is committed to fostering a culture of integrity, inclusion, dignity and mutual respect.
Viatris’ Board and Governance and Nominating Committee evaluate Board composition with respect to, among other matters, director independence, skills, experience, expertise, diversity, and other factors to ensure that the Board remains well-qualified to provide effective oversight of the Company and management. The Board and the Governance and Nominating Committee consider Viatris’ strategy, performance, operations, relevant industry and market conditions, and current and anticipated needs in terms of particular areas of experience and expertise (e.g., risk oversight, industry, science), among many other factors, to inform these refreshment practices and decisions. As we continue to evaluate Board composition, we also work to establish a pool of qualified potential candidates to support our continued refreshment efforts.
In 2022, Viatris’ Board adopted a Diversity and Inclusion Policy, which formalizes the Board’s ongoing commitment to fostering a culture of inclusion and seeking, supporting, valuing and leveraging diversity in the Board’s composition, including a mix of nationalities, ethnicities, races, ages, and/or genders and seeking a diverse talent pool of Director candidates when considering the Board’s refreshment and succession planning. The Board, in seeking candidates, reviews the principles of the policy and also asks its supporting search firms to provide candidates consistent with those principles. The Board and Governance and Nominating Committee consider this policy and diversity matters generally during their self-evaluations and when nominating directors for election to the Board, and the Board considers the policy effective in making sure these matters are appropriately considered.
As part of the Board’s ongoing focus on board refreshment, since 2021 a third-party search firm has assisted with identifying potential new director candidates, including gender and racially/ethnically diverse candidates. After initial screenings and outreach, as well as additional guidance from the Governance and Nominating Committee, committee members and selected other Directors interviewed potential Director candidates identified by the third-party search firm as well as additional potential Director candidates recommended by Viatris Directors. Based on this process, the Board, on the recommendation of the Governance and Nominating Committee, appointed Ms. Finney and Mr. Smith to the Board in December 2022 to fill the two vacancies resulting from the retirements of Neil Dimick and Ian Read. We will continue to work to establish a pool of qualified potential candidates to support our Board refreshment efforts.
Reflecting the critical importance of senior leadership to the success of the Company and its overall business strategy, our Corporate Governance Principles also provide that the Board will work with senior management to ensure that effective plans are in place for management succession. The Board’s goal is to have a long-term and continuous program for effective senior leadership and succession as well as to have contingency plans in place for emergencies such as departure, death, or disability. The Board discusses succession planning regularly at scheduled meetings, including in executive session, as appropriate. These
succession planning activities have been and may continue to be supported by independent third-party consultants.
The Board prioritizes reviewing and discussing the succession plans for the CEO and each of his direct reports. Management succession planning continues to be among the Board’s top priorities and is included in the annual goals for executive management. As described above, in connection with our succession planning, in February 2023, we appointed a new CEO, Scott A. Smith, to lead our Phase 2 strategy and execution.
Setting and Overseeing Strategy
The Board actively discusses, determines and oversees the Company’s strategies intended to unlock value for the Company and its shareholders and ensure the durability, sustainability, and stability of the business. We believe the Board has demonstrated over time the consistency and natural progression of its strategy, resulting in stable and durable cash flows despite evolving, challenging, and often unpredictable market conditions.
Under the leadership of the Board along with management, we laid out a clear and deliberate strategy to build a highly diversified company with multiple capabilities spanning numerous geographies and therapeutic areas. We established a two-phased roadmap that detailed and emphasized our strategic priorities to deliver value to our shareholders. In Phase 1 of our strategy (2020-2023), we continue to focus on integration, execution and optimizing synergies to build a foundation for Phase 2 (2024 and beyond).
The Board’s strategic review culminated in the announcement in November 2022 of our key strategic priorities by laying out a roadmap for our future and our capital allocation strategy, including with respect to returning cash to shareholders in the form of dividends and share repurchases and re-investing further into our business organically and inorganically with value-creating, financially accretive bolt-on and other transactions.
We also announced additional steps the Company was undertaking that were consistent with these priorities. First, we announced two ophthalmology transactions that we expect will add to both our top and bottom line in the future. Furthermore, we identified the following businesses for divestiture that the Company no longer considered core to its future strategy: over the counter; active pharmaceutical ingredients (“API”) (while retaining some selective development API capabilities); women’s healthcare, primarily related to our oral and injectable contraceptives (this does not include all of our women’s healthcare related products; as an example, our Xulane® product in the U.S. is excluded); and select geographic markets that were part of the Combination that are smaller in nature and in which we had no established infrastructure prior to or following the Combination.
As we move forward, the Board is committed to overseeing continuing efforts to further unlock the value of our unique global platform and return capital to shareholders and to maintaining an ongoing dialogue with shareholders regarding a broad range of topics, including, among others, our differentiated strategy and business model; the Global Healthcare Gateway®; delevering strategies; governance; compensation; promoting sustainability; and further enhancing our efforts to advance our corporate environmental and social responsibility (“CSR”) performance.
Risk Oversight
Viatris operates in a complex and rapidly changing environment that involves many potential risks. In addition to general market, industry, R&D, supply chain, political, financial, and economic risks, the Company faces potential risks related to, among others, executing on and implementing our strategic objectives,
including completed or potential acquisitions and divestitures; information technology and cybersecurity; data privacy; financial controls and reporting; manufacturing and quality; legal, regulatory and compliance requirements and developments; the global nature of our operations; human capital management; environmental and social responsibility; and product portfolio and commercialization, among others. As a company committed to operating ethically and with integrity, we proactively seek to manage and, where possible, mitigate risks to help ensure compliance with applicable rules and regulations, maintain integrity and continuity in our operations and business, including in support of achieving strategic priorities, long-term financial and operational performance, and protect our assets (financial, intellectual property, and information, among others). Risk management is an enterprise-wide objective subject to oversight by the Board and its committees.
It is the responsibility of Viatris’ management and employees to identify material risks to our business and to implement and administer robust risk management and mitigation processes and programs, while also maintaining reasonable flexibility in how we operate. Our internal audit function periodically completes a comprehensive enterprise risk assessment to identify key and emerging risks, and quarterly reviews and refreshes this analysis with management. For each key or emerging risk identified, we have a process in place to establish ownership of monitoring the risk and evaluate risk mitigation opportunities. Our internal risk management team consists of senior leaders across multiple disciplines, including internal audit, IT, information security, compliance, corporate environmental and social responsibility matters, environmental health and safety, security, finance, legal, quality and product safety, and the team meets quarterly to review and discuss risks and trends, which vary across the short-, medium- and long-term. To further embed risk management and compliance into our culture, Viatris has a robust global corporate compliance program, implements comprehensive policies and procedures, trains employees on how to implement and comply with them, and maintains an extensive program of oversight and audit to help ensure compliance and appropriate enterprise risk management.
Our risk oversight framework also aligns with our disclosure controls and procedures. For example, the Company’s Disclosure Committee reviews the Company’s quarterly and annual financial statements and related disclosures. The Disclosure Committee consists of senior management including our President, Chief Financial Officer, Global General Counsel, Corporate Controller, Head of Corporate Affairs, Head of Capital Markets, and Deputy Global General Counsel, all of whom participate in the risk assessment practices described above. The CEO and CFO then receive a report from the Disclosure Committee before the financial statements are reviewed with the Audit Committee, approved, and filed.
The Board directly, or through its committees, oversees the implementation of risk management and mitigation processes. The Board and its committees rigorously review with management the risk management program and discuss risk assessment matters at least quarterly, as well as during the Board’s annual budget review and approval process. Each of our committees has full access to officers and employees of the Company, and our Board and committees also meet without members of management present. The Board and committee Chairs periodically discuss the allocation of specific risk oversight matters between the various Board committees and the Board believes that its current risk oversight structure, as outlined below, assigns particular risk oversight matters to the Board committees that have the appropriate expertise to manage them. The Board also has the authority to form special strategic committees if it believes that it would be advisable to oversee significant strategic or other corporate actions, including the risks related thereto. All committees also have access to outside advisors in their sole discretion and periodically receive external updates concerning oversight of risks related to the Company and management’s efforts to manage risk. The Compliance Committee is responsible for appointing and replacing the Company’s Chief Compliance Officer, who is responsible for, among other things, the
day-to-day management and implementation of the Company’s Corporate Compliance Program and reports to the Compliance Committee and the CEO. In addition to meeting with the Company’s internal risk committee of senior management, which meets at least quarterly, the Chief Compliance Officer meets at least quarterly with the Audit Committee, Compliance Committee and Risk Oversight Committee.
The Board also has approved a Code of Business Conduct and Ethics, Code of Ethics for Chief Executive Officer, Chief Financial Officer and Corporate Controller, and other related policies to help manage and mitigate risk globally.
Our Lead Independent Director is chair of the Compliance Committee and also meets every other quarter with the Risk Oversight Committee and other committee chairs to discuss risk-related matters. While the full Board has retained responsibility for overseeing strategic risks to the business overall, it has delegated oversight of specific risks to its committees as outlined below.
Board Committees’ Role in Risk Oversight
| • | The Audit Committee focuses on risks relating to financial and disclosure controls, SEC reporting matters, and oversight of Viatris’ internal audit function and independent registered public accounting firm. The Committee oversees, among other matters, the Company’s processes and procedures relating to risk assessment and risk management relating to financial, disclosure, and SEC reporting-related matters, and reviews with management the quality and adequacy of the Company’s internal control over financial reporting and the Company’s disclosure controls and procedures, including their effectiveness. Viatris’ internal audit function reports to and meets with the Committee at least quarterly to discuss potential risk or control issues, and the Committee regularly discusses the performance of the internal audit function, and the adequacy of resources available to this function. The Committee also meets quarterly with Viatris’ independent registered public accounting firm in executive session. |
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| • | The Compensation Committee focuses on the design and administration of compensation-related plans and programs, and considers whether and how such plans and programs balance risk-taking and rewards, and align with shareholder interests. The Committee receives reports, on at least a quarterly basis, from management and outside advisors regarding compensation-related matters, and considers risk management in determining compensation structure. The Committee also reviews reports from management regarding pay equity, and human capital management. |
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| • | The Compliance Committee is responsible for overseeing the Chief Compliance Officer’s implementation of Viatris’ Corporate Compliance Program. The Chief Compliance Officer reports to the Committee and the CEO, and the Committee is responsible for appointing and, as applicable, replacing, this individual, and discusses the Chief Compliance Officer’s performance, responsibilities, plans and resources with the CEO. The Committee also makes recommendations to the Board with respect to the Corporate Compliance Program, the Code of Business Conduct and Ethics, and significant related global policies, and is responsible for reviewing reports of significant actual or alleged violations of the Code of Business Conduct and Ethics, corporate policies and procedures, and applicable laws and regulations. The Committee also discusses reports regarding non-financial compliance risk and risks associated with privacy, antitrust and competition, anti-corruption, and third-party risks, and reviews significant global compliance-related policies, including policies related to pricing and/or commercialization of Company products and services. |
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| • | The Finance Committee is responsible for reviewing and, as appropriate, providing recommendations to the Board with respect to significant strategies and policies of the Company relating to its capital structure and deployment and/or allocation of capital, material financial matters and transactions, and the risks related to such activities. |
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| • | The Governance and Nominating Committee is responsible for identifying, assisting in recruiting, and nominating qualified individuals to become members of the Board, recommending committee assignments, overseeing the Board’s annual evaluation of the independence of Directors, and evaluating and assisting the Board in considering potential risks related to corporate governance. The Committee is also responsible for overseeing the annual self-evaluation of the Board and its committees and Director orientation and continuing education programs. |
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| • | The Risk Oversight Committee assists the Board in its oversight of Viatris’ enterprise risk management framework. The Committee reviews the enterprise risk framework, infrastructure, and controls implemented by management to help identify, assess, manage, and monitor the Company’s material risks; reviews management’s exercise of its responsibility to identify, assess, and manage material risks not allocated to the Board or another committee, including, for example, data security programs and cybersecurity and information technology; oversees management’s activities with respect to CSR; and reviews the Company’s efforts to foster a culture of risk-adjusted decision-making without constraining reasonable risk-taking and innovation. Management reviews the Company’s enterprise risk management program with the Committee each quarter and discusses the short-, medium- and long-term matters of focus from a risk management perspective and actions being taken to mitigate risk. The Committee also meets with the Chairs of the other committees at least two times a year to discuss enterprise risk and related matters. |
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The Board’s Role in Oversight of Corporate Environmental and Social Responsibility Matters
Viatris’ Board oversees management’s efforts with respect to corporate environmental and social responsibility matters through its Risk Oversight Committee. The CSR function operates as a center of excellence within the Viatris Corporate Affairs leadership team. The Head of Corporate Social Responsibility drives the strategic and operational development of CSR across the Company together with key partners. The Head of Corporate Affairs and the Head of Corporate Social Responsibility communicate quarterly with the Board on corporate environmental and social responsibility matters through the Risk Oversight Committee, and on an annual basis, the Risk Oversight Committee reviews progress with the Head of Corporate Affairs on corporate environmental and social responsibility-related matters that have been discussed with the Board to confirm the Company is tracking its priorities in this area.
The Board’s and its Committees’ Role in Cybersecurity Oversight
The Company maintains an information security program to monitor and mitigate cybersecurity risks. This program is managed by the Company’s Chief Information Security Officer & Head of Global Security under the direction of the Company’s Chief Compliance Officer and is designed to identify, protect, detect and respond to cybersecurity risks, and includes policies, procedures, cybersecurity awareness communications, testing, and training for employees (including mandatory training programs for system users), system monitoring, risk reduction, vulnerability and patch management, and a robust incident response and reporting program.
The Risk Oversight Committee receives reports from senior management on data security, cybersecurity and information security-related matters on at least a quarterly basis, including with respect to related risks, risk management, and relevant legislative, regulatory, and technical developments. On a biannual basis, the Risk
Oversight Committee and chairs of each other Committee of the Board receive an information security update from the Company’s Chief Information Security Officer & Head of Global Security and the Chief Information Officer. The full Board receives a report on the respective quarterly discussions with senior management from the chair of the Risk Oversight Committee each quarter.
Board Education and Director Orientation
The Governance and Nominating Committee is responsible for overseeing and annually reviewing Director continuing education programs, including educational seminars, presentations, conferences and other programs or opportunities presented by external and internal resources, on matters that may relate to, among other topics: compensation, compliance, governance, board process, risk oversight, audit and accounting, regulatory and other current issues. Directors also may elect to attend additional third-party educational events. The Company reimburses Directors for costs associated with any related seminars and conferences, including travel expenses.
The Governance and Nominating Committee is also responsible for overseeing and annually reviewing the Company’s Director orientation program. The program is designed to familiarize new Directors with, among other matters, the Company’s business, operations, financial reporting, risk management and executive officers. In addition, new Directors receive extensive onboarding materials which address topics including the Company’s strategy, policies, director roles and responsibilities, corporate governance policies and procedures, and leadership structure.
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