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 2024. Our compensation program continues to be closely aligned to the Company’s performance objectives and is designed to attract, retain, and incentivize our key leaders.

Executive Summary

Shareholder Responsiveness and Continued Evolution of Our Compensation Program

We were disappointed by our say-on-pay vote in 2024. Based on our robust shareholder engagement in connection with, and following, the say-on-pay vote, we believe that our say-on-pay results in 2024 were driven primarily by concerns relating to the transitional consulting arrangement that we entered into with our former Executive Chairman. Based on both the Board’s belief that the transitional matters covered by the consulting arrangement have been successfully completed and/or transitioned and this shareholder feedback, the Board has determined that the consulting arrangement will not be renewed or extended. In light of this, we believe that we have completed the transition to a simplified leadership and compensation structure.

Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based

Our Compensation Committee has implemented a simple and performance-oriented compensation program which is primarily focused on base salary, a performance-based short-term incentive award, and long-term incentive awards consisting of performance-based restricted stock units (“PRSUs”) and restricted stock units (“RSUs”). For fiscal year 2024, 61% of NEO total target compensation was performance-based and 68% of NEO total target compensation was delivered as long-term equity.

In addition, our PRSUs are subject to a total shareholder return (“TSR”) performance modifier assessed over a three-year time frame relative to the S&P 500 Pharmaceutical Index, further aligning compensation with performance.

 

Selected Highlights and Recent Developments

2024 was an important year for Viatris and an important inflection point for the Company. The Company achieved several notable accomplishments related to its stated strategic pillars of growth acceleration and shareholder return.

Business Strategy

The Company laid out three strategic pillars to accelerate growth and shareholder return:

•	Diversified and Growing Base Business: The Company believes its continued success in its base business comes from its large and diversified portfolio of generics and off-patent brands that extends across markets and

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therapeutic areas. Here the Company has a clear legacy of deep product knowledge and extensive commercialization and development expertise. We believe it is important that Viatris maintains a strong focus on growing its base business over the long-term.

•	Financial Strength & Significant Cash Flow: The Company believes its strong balance sheet and sector-leading cash flow generation differentiate it from sector peers. The Company expects to continue to deliver on its long-term financial strategy to return capital to shareholders through dividends and share repurchases, while making investments in its business.

•	Expanding Innovative Portfolio: This represents the Company’s continuous efforts to identify, vet, and secure innovative, best-in-class, patent-protected assets in areas of unmet medical need in which it can be successful. By expanding its innovative portfolio, the Company believes it has the potential to drive accelerated and durable revenue growth over the long-term.

Financial and Operational Performance

In 2024, Viatris:

•	Reported total revenues of $14.7 billion; U.S. GAAP net loss of $(634) million; adjusted EBITDA of $4.7 billion; U.S. GAAP diluted EPS loss of $(0.53) per share, adjusted EPS of $2.65 per share, U.S. GAAP net cash provided by operating activities of $2.3 billion, and free cash flow of $2.0 billion (which included ~$650 million of transaction-related costs).

•	Paid down approximately $3.7 billion of debt and achieved its long-term gross leverage target1, ending the year at 2.9x2.

•	Generated new product revenues3 of $582 million.

•	Returned $825 million in capital to shareholders through dividends and share repurchases.

•	Supplied high-quality medicines to ~1 billion patients4 around the world.

•	Completed its remaining planned divestitures, including:

○	In March 2024, the Company completed the divestiture of its women's healthcare business, primarily related to its oral and injectable contraceptives, to Insud Pharma, S.L., a leading Spanish multinational pharmaceutical company. The transaction included two manufacturing facilities in India: one in Ahmedabad and one in Sarigam.

○	In June 2024, the Company completed the divestiture of its API business in India to Matrix Pharma Private Limited, a privately held pharmaceutical company based in India. The transaction included three manufacturing sites and an R&D lab in Hyderabad India, three manufacturing sites in Vizag, India, and third-party API sales. Viatris retained some selective R&D capabilities in API.

1.	The Company has not quantified future amounts to develop this target, which does not reflect company guidance, but has stated its goal to manage notional gross debt and adjusted EBITDA over time in order to generally maintain or reach the target.

2.	See Appendix A — “Reconciliations of Non-GAAP Financial Measures (Unaudited)” for more information. U.S. GAAP net (loss) for 2024 was $(634.2) million and U.S. GAAP total debt was $14,039.5 million.

3.	Refers to revenue from new products launched in 2024 and the carryover impact of new products, including business development, launched within the last 12 months.

4.

The number of patients served is an estimate calculated using internal sales data (global volume of doses sold in 2024 in all markets as aligned with IQVIA standard units), divided by estimated per patient usage, which is based on treatment dose, treatment duration, and treatment adherence as estimated by Viatris Medical Affairs based on approved label indication and instructions for use, current international guideline recommendations, and common usage in clinical practice. Patients using multiple Viatris medicines may be counted as multiple patients. Certain adjustments were applied in consideration of now completed divestitures and to account for acceptable alternatives to the patient usage factors noted above and rounded to the nearest hundred million. Estimates may be subject to reassessment.

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○

In July 2024, the Company completed the divestiture of its OTC business to Cooper Consumer Health, a leading European OTC drug manufacturer and distributor. The transaction included two manufacturing sites located in Merignac, France, and Confienza, Italy, and an R&D site in Monza, Italy. The Company retained the rights for Viagra®, Dymista® (which, in certain limited markets, are sold as OTC products), and select OTC products in certain markets.

Science and Regulatory Achievements

Viatris’ R&D and clinical platform, which includes regulatory activities, seeks to deliver new product opportunities across all of the Company’s categories and markets and to evaluate opportunities to expand the scope of our existing product portfolio with a focus on development activities. The Company’s product pipeline includes a variety of dosage, including oral solid dosage, transdermals, injectables, inhalation, and other delivery systems. While committed to generics and specialty products, over the last several years, a greater portion of the Company’s investments has been focused on complex or difficult-to-formulate products, such as modified release or complex injectables such as glucagon, rather than on commodity products, such as conventional oral solid dosage forms.

As previously mentioned, one of the Company’s three strategic pillars to accelerate growth and shareholder return is our focus on expanding our innovative portfolio to identify, vet and secure best-in-class, patented-protected assets in areas of unmet medical need. In 2024, the Company made several additions to its innovative portfolio, including the following:

•	In March 2024, the Company acquired exclusive global development and commercialization rights to two Phase 3 assets from Idorsia Ltd., selatogrel and cenerimod, as well as the potential to add additional innovative assets in the future.

Selatogrel is a potential life-saving self-administered medicine for patients with a history of acute myocardial infarction, or heart attack, and builds on Viatris' existing global cardiovascular franchise and specialty infrastructure, as well as its knowledge, leadership, and distribution capabilities for self-administered medication for acute life-threatening conditions.

Cenerimod is a novel immunology asset that has the potential to be a first-in-class oral therapy for the treatment of systemic lupus erythematosus, the most common form of lupus. Through lifecycle management, this asset also has the potential for broad application across multiple autoimmune diseases in a specialist-driven category with attractive market dynamics for oral therapies and could be a cornerstone asset in Viatris' immunology portfolio.

•

In October 2024, the Company announced an exclusive licensing agreement with Lexicon Pharmaceuticals for sotagliflozin in all markets outside of the U.S. and Europe. Sotagliflozin was approved by the U.S. Food and Drug Administration in May 2023 to reduce the risk of cardiovascular death, hospitalization for heart failure, and urgent heart failure visit in adults with heart failure or type 2 diabetes mellitus, chronic kidney disease, and other cardiovascular risk factors.

Despite Above-Target Results for 2024 Short-Term Incentive Compensation Objectives, Our Compensation Committee Reduced 2024 Short-Term Incentive Program Payouts

We achieved above-target results for 2024 under the objectives established in early 2024 under our short-term incentive program. Despite these results, our Board and Compensation Committee exercised negative discretion to reduce payouts to our executive team considering the warning letter and import alert relating to our facility in Indore, India, which was received in late 2024. In addition, in establishing short-term incentive program targets for 2025, the Board set challenging stretch financial performance targets to encourage financial outperformance in 2025. The Board believes that these actions were appropriate to further align management with share price performance and to encourage management to work expeditiously to resolve the issues relating to this facility.

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2024 short-term incentive results included:

•

Above-target adjusted EBITDA and free cash flow, relative to short-term incentive objectives, driven by the focus and efforts of the Company’s management and the success of the Company’s cash optimization efforts. For more information on and the differences between how adjusted EBITDA and free cash flow are calculated for purposes of the Company’s 2024 short-term incentive compensation and public reporting purposes, see “Elements of 2024 Compensation – 2024 Annual Incentive Compensation Program – Annual Incentive Compensation Awards for 2024” on page 30.

•	Above-target global product submissions, across broad and therapeutic-area agnostic product categories, driven by the strength of the Company’s development programs and successful acceleration of certain additional submissions.

Executive Transitions in 2024

Sanjeev Narula, our former Chief Financial Officer, departed from the Company effective March 5, 2024. Mr. Narula received severance benefits based on a termination without cause equal to two times his base salary and target bonus. Mr. Narula also received a pro rata bonus for 2024 and a pro rata portion of his PRSUs granted in 2022 reflecting his period of executive service. Mr. Narula is also eligible to receive a pro rata portion of his PRSUs granted in 2023 based on actual performance at the end of the applicable performance period in 2025. Other, unvested equity awards that Mr. Narula held as of his separation were forfeited.

The Company appointed Ms. Mistras to serve as CFO beginning March 1, 2024 and Dr. Le Goff to serve as Chief Commercial Officer beginning April 15, 2024.

Executive Compensation Philosophy

	The Compensation Committee and Board’s compensation philosophy for 2024 supports the Company’s 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. To attract and retain the leaders needed to execute our ambitious goals, we provide 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 align 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. 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 25 and 29 to 34, our 2024 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.

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2024 Performance-Based Compensation Program

2024 Total Target Compensation

The chart below shows the total target compensation opportunity for each of our active NEOs in 2024.

	NEO			Base Salary			Target Annual Incentive			Target Long-Term Incentive			2024 Total Target Compensation(1)
	Scott A. Smith			$1,400,000			$2,100,000			$9,800,000			$13,300,000
	Doretta Mistras			$825,000			$825,000			$3,300,000			$4,950,000
	Corinne Le Goff(2)			$875,000			$875,000			$3,500,000			$5,250,000
	Brian Roman			$825,000			$825,000			$2,475,000			$4,125,000
	Paul Campbell			$725,000			$725,000			$1,812,500			$3,262,500

(1)	2024 Total Target Compensation equals the sum of base salary, target annual incentive, and target long-term incentive.

(2)	Dr. Le Goff became Chief Commercial Officer of the Company effective April 15, 2024. The target annual incentive amount listed above for Dr. Le Goff was prorated to reflect the number of days she served as an active employee during 2024 in calculating the payout of the 2024 cash incentive.

Considerations for Setting 2024 Incentive Performance Goals

In setting annual and long-term incentive performance goals, the Compensation Committee considered a variety of information, including potential divestitures, industry forecasts, internal projections, demographic data, advice from outside advisors, 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 while motivating the executive team and aligning with long-term sustainable business development and shareholder value creation. Consistent with our philosophy of driving long-term company performance, the Compensation Committee, with the advice of its independent compensation consultant, annually considers potential alternative performance metrics that link to our strategy and align with shareholder interests in long-term value creation.

2024 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 Compensation 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 for 2024, with the advice of the Compensation Committee’s independent compensation consultant.

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

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Elements of 2024 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.

As reflected in the table below, in 2024, there were adjustments made to base salaries to reflect changes in market data and expanded responsibilities.

	NEO			2023 Base Salary			2024 Base Salary
	Scott A. Smith			$1,400,000			$1,400,000
	Doretta Mistras(1)			N/A			$825,000
	Corinne Le Goff(1)			N/A			$875,000
	Brian Roman			$800,000			$825,000
	Paul Campbell			$675,000			$725,000

(1)	Ms. Mistras joined the Company as Chief Financial Officer-elect effective January 1, 2024 and became Chief Financial Officer of the Company effective March 1, 2024. Dr. Le Goff joined the Company effective April 15, 2024. The base salary amount listed above for Dr. Le Goff was prorated to reflect the number of days she served as an active employee during 2024.

2024 Annual Incentive Compensation Program

Annual Incentive Compensation Awards for 2024

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 creation of shareholder value. The metrics link the actions and leadership of our executive team to company performance and 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 2024.

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 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 (40% Weighting): 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 (20% Weighting): 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.

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Individual annual incentive payout targets were established for each active 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
	Scott A. Smith			150%			$2,100,000
	Doretta Mistras			100%			$825,000
	Corinne Le Goff(1)			100%			$875,000
	Brian Roman			100%			$825,000
	Paul Campbell			100%			$725,000

(1)	The annual incentive target amount listed above for Dr. Le Goff was prorated to reflect the number of days she served as an active employee during 2024 in calculating the payout of the 2024 cash incentive.

Annual Incentive Compensation Payouts for 2024

In 2024, Viatris achieved the following performance against the Compensation Committee-approved performance goals:

	Metric			Weighting			Threshold			Target			Maximum			Results
	Adjusted EBITDA*			40%			$4,700 million			$4,950 million			$5,200 million			$4,974.5 million
	Free Cash Flow**			40%			$2,200 million			$2,500 million			$2,800 million			$2,923.8 million
	Global Regulatory Submissions			20%			100			120			140			140

*

Adjusted EBITDA is derived from Viatris’ financial statements in the same manner as Viatris’ publicly reported adjusted EBITDA for 2024, except that the calculation for the 2024 annual incentive program utilized 2024 budgeted foreign exchange rates and further adjusts for all impacts of the Company’s divestitures following their consummation, and acquired in-process research and development (“IPR&D”) costs. Viatris’ adjusted EBITDA as reported for the twelve months ended December 31, 2024 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 for 2024, except that the calculation for the 2024 annual incentive program utilized 2024 budgeted foreign exchange rates and further adjusts for transaction costs and taxes primarily related to the Company’s divestitures, all impacts of the Company’s divestitures following their consummation, proceeds from the sale of certain property, plant, and equipment, and material unplanned litigation gains and losses equal or greater than $25 million in the aggregate. Viatris’ free cash flow as reported for the twelve months ended December 31, 2024 is reconciled to the most directly comparable U.S. GAAP measure in Appendix A.

The performance metrics set forth above resulted in an achieved performance payout reflecting 163.92% of target. Despite these above-target results, our Board and Compensation Committee exercised negative discretion to reduce payouts in light of the warning letter and import alert relating to our facility in Indore, India, which was received in late 2024. In addition, in establishing short-term incentive program targets for 2025, the Board set challenging stretch financial performance targets to encourage financial outperformance in 2025. The Board believes that these actions were appropriate to further align management with share price performance and to incentivize management to work expeditiously to resolve the issues relating to this facility.

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The following table shows the 2024 actual incentive payout for each active NEO reflecting reduced payout of 140% of target instead of 163.92% of target.

	NEO			Actual Annual Incentive Award
	Scott A. Smith			$2,940,000
	Doretta Mistras			$1,155,000
	Corinne Le Goff(1)			$873,566
	Brian Roman			$1,155,000
	Paul Campbell			$1,015,000

(1)	For Dr. Le Goff, payout represents a prorated amount to reflect the number of days she served as an active employee during 2024.

2024 Long-Term Incentive Compensation Programs

Long-Term Incentive Compensation Grants for 2024

The Compensation Committee believes that the value of long-term incentives should be directly related to the performance of Viatris’ common stock over several years, as well as other measures associated with the growth, success, and long-term sustainability of Viatris. The Compensation Committee approved annual long-term incentive (“LTI”) award grants in the first quarter of 2024.

In 2022, we increased the percentage of performance-based awards (which are subject to a TSR modifier) from 60% to 65%, with 65% of each NEO’s award in the form of PRSUs and 35% in the form of RSUs and we continued this practice in 2024. This increase in the allocation to PRSUs reflects a further reinforcement of our pay-for-performance philosophy and our robust shareholder engagement. RSUs vest ratably over a three-year period following the grant date, and PRSUs vest as described below. This mix of LTI awards provides NEOs with a combination of incentives and aligns them with the interests of shareholders.

Each NEO’s 2024 LTI award had a targeted value at grant equal to a percentage of the NEO’s base salary. In setting each NEO’s LTI targeted value, the Compensation Committee considered a variety of factors, including, among others, peer group compensation and expectations regarding individual roles and responsibilities.

For 2024, the Compensation Committee approved the following annual LTI award values for our active NEOs:

	NEO			PRSUs			RSUs			Total LTI Award
	Scott A. Smith(1)			$6,370,000			$3,430,000			$9,800,000
	Doretta Mistras			$2,145,000			$1,155,000			$3,300,000
	Corinne Le Goff			$2,275,000			$1,225,000			$3,500,000
	Brian Roman			$1,608,750			$866,250			$2,475,000
	Paul Campbell			$1,178,125			$634,375			$1,812,500

(1)	In 2024, Mr. Smith's annual LTI award as a percentage of annual base salary was reduced from 800% to 700% pursuant to the terms of his offer letter.

2024 Three-Year PRSU Performance Metrics

The 2024 grant of PRSUs is subject to free cash flow performance and TSR performance relative to the S&P 500 Pharmaceutical Index, which is used as a modifier to determine the final payout percentage, as described below. The free cash flow metric incentivizes effective use of Viatris’ capital to drive cash flow generation, encouraging behavior that is closely aligned with our efforts to drive a durable and sustainable business. In addition, the relative TSR modifier impacts executive pay based on Viatris’ performance as compared to industry competitors.

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As shown in the table below, payouts under the 2024 PRSUs will be determined in two steps. First, in the first quarter of 2027, the outcome of the free cash flow metric will be assessed, resulting in an initial payout percentage of 50% for threshold performance (with 0% payout for below threshold performance) up to 150% for maximum performance, with linear interpolation for achievement between threshold and maximum. Second, the relative TSR metric will be applied as a modifier to the initial payout percentage with the effect of either: decreasing it by 30%, leaving it unaffected, or increasing it by 30%.

	Metric			Weighting			Threshold			Target			Maximum
	Free Cash Flow*			100%			$6,200 million			$7,200 million			$8,200 million
	Relative TSR of Peer Group**			Multiplier			At or Below 25th Percentile of Peer Group			Between 25th and 75th Percentiles of Peer Group			At or Above 75th Percentile of Peer Group
	Payout Opportunity (as % of Target)						35%			100%			195%

*

Free cash flow is derived from Viatris’ audited financial statements in the same manner as the calculation for Viatris’ 2024 annual incentive program, except that the calculation for the 2024 PRSUs further adjusts for any of the following, as applicable: material changes in tax laws, unbudgeted restructuring costs and unbudgeted R&D expense. Free cash flow for the 2024 PRSUs will be the sum of such free cash flow measure for each of the years ended December 31, 2024, 2025 and 2026 and will utilize budgeted foreign exchange rates for the relevant year. Viatris’ free cash flow as reported for the twelve months ended December 31, 2024 is reconciled to the most directly comparable U.S. GAAP measure in Appendix 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 the S&P 500 Pharmaceutical Index.

Payouts with respect to PRSUs granted in 2024 will be determined in early 2027 following the conclusion of the three-year performance cycle.

2022-2024 Three-Year PRSU Performance Metric Results

During the three-year period of 2022 to 2024, Viatris achieved the following performance against the Compensation Committee-approved performance goals:

	Metric			Weighting			Threshold			Target			Maximum			Results
	Free Cash Flow*			100%			$6,900 million			$7,900 million			$8,900 million			$9,495 million
	Relative TSR of Peer Group**			Multiplier			At or Below 25th Percentile of Peer Group			Between 25th and 75th Percentiles of Peer Group			At or Above 75th Percentile of Peer Group			67th Percentile
	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 2022-2024 three-year PRSUs utilized budgeted foreign exchange rates for the relevant year and further adjusts for the following, as applicable: transaction costs and taxes related to the acquisitions of Oyster Point Pharma, Inc. (“Oyster Point”) and Famy Life Sciences Private Limited (“Famy Life Sciences”) as well as any incremental transaction costs and taxes related to other select assets sales or reshaping initiatives and other impacts of divestitures, Biocon Biologics Transaction-related taxes and transaction costs and results of the divested biosimilars business from the closing of the transaction on November 29, 2022 through December 31, 2022, material unplanned litigation gains or losses equal to or greater than $25 million in the aggregate, proceeds from the sale of certain property, plant and equipment, unbudgeted R&D costs, unbudgeted restructuring costs, and the impact of free cash flow from divestitures that closed in 2022 to 2024. Free cash flow for the 2022-2024 three-year PRSUs is the sum of such free cash flow measure for each of the years ended December 31, 2022, 2023, and 2024. Viatris’ free cash flow as reported for each of the three years ended December 31, 2022, 2023 and 2024 is reconciled to the most directly comparable U.S. GAAP measure in Appendix 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 the S&P 500 Pharmaceutical Index.

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The following table shows the 2022-2024 PRSU share award payout for each active NEO reflecting Company performance at 150% of target.

	NEO(1)			Actual Award (# of Shares)
	Scott A. Smith			N/A
	Doretta Mistras			N/A
	Corinne Le Goff			N/A
	Brian Roman			162,468
	Paul Campbell			169,238

(1)	Mr. Smith, Ms. Mistras, and Dr. Le Goff did not receive the 2022 PRSU grant as they were not active employees in 2022 at time of grant.

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 28.

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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 2024 compensation. We note that implementation of many of these practices was responsive to comments from shareholders or otherwise endorsed by shareholders during our robust shareholder engagement program or prior say-on-pay votes.

	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
	✔			Annual say-on-pay vote

	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 without shareholder approval
	X			Hedging or pledging of shares
	X			New cash-based retention awards for NEOs without performance vesting conditions, except in extraordinary situations or in connection with new hires

Limited Perquisites

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

•	Each NEO receives a car allowance 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

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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.

•	Because 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) 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).

2024 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
	Chief Executive Officer			6x
	Chief Financial Officer			3x
	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. The Company believes that this approach is appropriate given the robust requirements set and the fact that the realized value of vested awards has been less than grant date values in the past. All NEOs meet these share ownership requirements or are expected to meet them by the applicable date.

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Clawback Policy

The Board has adopted 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.

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 the fourth quarter of 2023, we also adopted a clawback policy as required by the final Dodd-Frank rules and exchange listing standards. Our policy requires recoupment of excess compensation paid to our executive officers if amounts are based on material noncompliance with any financial reporting requirement that causes an accounting restatement, without regard to any fault or misconduct.

Anti-Hedging and Anti-Pledging Policy

Viatris has a securities trading policy that prohibits Directors and “officers” (as defined in Rule 16a-1(f) of the Exchange Act) (“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 the Company, 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 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

37

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 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.

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Interlocks and Insider Participation

None of the members of the Compensation Committee during 2024 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 2024, 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.

Insider Trading Policies and Procedures

We have adopted a Global Insider Trading Policy and Insider Trading Policy Additional Procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, as well as by Viatris itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.

Equity Award Grant Practices

Our longstanding historical practice is to grant awards in the first quarter of each year, following the release of prior year’s financial results. We do not take material nonpublic information into account when determining the timing or terms of awards, and do not currently grant stock options or stock appreciation rights.

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,

Harry Korman, Chair

JoEllen Lyons Dillon

James M. Kilts

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Executive Compensation Tables

2024 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 for 2024, 2023, and 2022.

	Name and Principal Position			Fiscal Year			Salary ($)(1)			Bonus ($)(2)			Stock Awards ($)(3)			Option Awards ($)			Non-Equity Incentive Plan Compensation ($)(4)			Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)			All Other Compensation ($)(5)			Total ($)
	Scott A. Smith Chief Executive Officer			2024			1,400,000			—			9,800,021			—			2,940,000			—			619,358			14,759,379
	2023			1,023,077			—			11,200,008			—			2,884,494			—			822,830			15,930,409
	Doretta Mistras Chief Financial Officer			2024			809,135			500,000			3,800,019			—			1,155,000			—			109,538			6,373,692
	Corinne Le Goff Chief Commercial Officer			2024			605,769			—			4,375,019			—			873,566			—			61,040			5,915,394
	Paul Campbell Chief Accounting Officer and Corporate Controller			2024			715,385			1,750,000			1,812,507			—			1,015,000			—			222,398			5,515,290
	Brian Roman Chief Legal Officer			2024			824,520			—			2,475,004			—			1,155,000			—			234,780			4,689,304
	2023			790,385			—			1,600,015			—			1,458,480			—			263,253			4,112,133
	Sanjeev Narula Former Chief Financial Officer			2024			185,000			—			681,821			—			229,986			—			4,152,344			5,249,151
	2023			923,558			—			3,700,013			—			1,686,368			—			470,303			6,780,242
	2022			840,385			—			3,400,006			—			1,586,355			—			281,660			6,108,406

(1)	Represents the base salary actually paid to the NEO in 2024, 2023, and 2022. For Dr. Le Goff, the amount reflects salary received commencing with her April 15, 2024 hire date. For Mr. Narula, the amount reflects salary received up until his last day of employment, which was March 5, 2024.

(2)

In connection with the hire date for Ms. Mistras, she received a cash sign-on bonus in the amount of $500,000. In connection with the Combination in 2020, Mr. Campbell was granted a retention bonus (equal to $1,500,000), which became payable in 2024 upon the four-year anniversary of the Combination, subject to Mr. Campbell's continued employment through such date. In connection with the successful completion of the divestiture of our OTC Business, Mr. Campbell was also granted a bonus (equal to $250,000), which became payable in 2024. Consistent with our engagement with shareholders, the Compensation Committee has determined that it does not intend to issue new cash-based retention awards for NEOs except in extraordinary situations where such awards will have a performance-based component with meaningful vesting requirements or in connection with new hires.

(3)

Represents the grant date fair value of the long-term incentive awards granted to the NEO in 2024, 2023, and 2022, as applicable. The grant date fair value of PRSUs for 2024 is based on the target value and is as follows: Smith ($6,370,010), Mistras ($2,145,004), Le Goff ($2,275,007), Campbell ($1,178,130), and Roman ($1,608,753). If the maximum achievement of performance goals had been assumed, the grant date fair value of the PRSUs for 2024 would have been as follows: Smith ($12,421,528), Mistras ($4,182,760), Le Goff ($4,436,268), Campbell ($2,297,366), and Roman ($3,137,079). Mr. Narula did not receive a 2024 long-term incentive award grant in 2024. The amount reported reflects the accounting incremental fair value of a prorated portion of the PRSUs awarded to him in 2022 resulting from their modification under his separation agreement to provide for continued vesting. 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 amounts paid under the Company’s annual short-term incentive plan. For a discussion of this plan, see “2024 Annual Incentive Compensation Program” on page 30.

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

	Name			Fiscal Year			Automobile Benefit ($)(a)			Personal Use of Corporate Aircraft ($)(b)			Expatriate Benefits ($)(c)			401(k) and Profit Sharing Plan Matching and Profit Sharing Contribution ($)(d)			Restoration Plan Contribution ($)(e)			Transition Related Benefits ($)(f)			Other ($)(g)			Total ($)
	Scott A. Smith			2024			19,200			167,669			—			34,700			395,970			—			1,819			619,358
	2023			14,458			163,853			—			37,177			188,587			—			418,755			822,830
	Doretta Mistras			2024			19,200			—			—			42,154			46,413			—			1,771			109,538
	Corinne Le Goff			2024			13,653			—			—			30,462			15,646			—			1,279			61,040
	Paul Campbell			2024			16,800			—			—			34,915			151,659			—			19,024			222,398
	Brian Roman			2024			16,800			—			—			34,508			181,653			—			1,819			234,780
	2023			16,800			—			—			36,515			206,747			—			3,191			263,253
	Sanjeev Narula			2024			3,458			—			94,457			27,815			96,653			3,784,522			145,439			4,152,344
	2023			19,200			—			175,942			29,638			243,768			—			1,755			470,303
	2022			19,262			—			4,756			27,504			228,450			—			1,688			281,660

(a)	The values for 2024 represent a vehicle allowance. In addition to the vehicle allowance, there were ancillary expenses associated with such vehicle for Mr. Smith in 2023 and for Mr. Narula in 2022.

(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 2024, amount disclosed represents the tax equalization, gross up, and tax preparation of $94,457. For 2023, amount disclosed represents the tax equalization, gross up, and tax preparation of $175,942. For 2022, amount disclosed includes the value of certain one-time, non-recurring expatriate, repatriation, and relocation benefits of $4,756.

(d)

For 2024, amounts for each NEO include a matching contribution for Smith ($14,000), Mistras ($21,454), Le Goff ($9,762), Campbell ($14,215), Roman ($13,808), and Narula ($7,115) and a profit sharing contribution received in March 2025 in respect of fiscal year 2024 to each NEO of Smith, Mistras, Le Goff, Campbell, Roman, and Narula ($20,700). For 2023, amounts for each NEO include a matching contribution for Messrs. Smith ($14,077), Roman ($13,415), and Narula ($6,538) and a profit sharing contribution received in March 2024 in respect of fiscal year 2023 to each of Messrs. Smith, Roman, and Narula ($23,100). For 2022, amounts for each NEO include a matching contribution for Mr. Narula ($6,154), and a profit sharing contribution received in March 2023 in respect of fiscal year 2022 to Mr. Narula, ($21,350).

(e)

For 2024, amounts disclosed include a matching contribution under the Restoration Plan for Smith ($159,600), Mistras ($18,565), Campbell ($55,600), Roman ($65,373), and a profit sharing contribution under the Restoration Plan received in March 2025 in respect of fiscal year 2024 for NEOs Smith ($236,370), Mistras ($27,848), Le Goff ($15,646), Campbell ($96,059), Roman ($116,280), and Narula ($96,653). For 2023, amounts disclosed include a matching contribution under the Restoration Plan for Messrs. Smith ($140,072), Roman ($76,539), and Narula ($91,174), and a profit sharing contribution under the Restoration Plan received in March 2024 in respect of fiscal year 2023 for Messrs. Smith ($48,515), Roman ($130,208), and Narula ($152,594). For 2022, amounts disclosed include a matching contribution under the Restoration Plan for Mr. Narula ($82,254), and a profit sharing contribution under the Restoration Plan received in March 2023 in respect of fiscal year 2022 for Mr. Narula ($144,196).

(f)	For Mr. Narula, the amount reflects a severance amount of $3,700,000 and payment in lieu of accrued vacation ($84,522) in connection with his separation as an executive of the Company. All separation benefits paid to Mr. Narula were required pursuant to the existing terms of their contractual agreements, which were previously disclosed and subject to prior say-on-pay resolutions.

(g)

For 2024, amounts disclosed represent premiums for international travel assistance and long-term disability for each of the NEOs, events and non-recurring relocation allowances for Mr. Narula ($145,055). For 2023, amounts disclosed represent non-employee board compensation fees for Mr. Smith 2023 earned prior to becoming CEO on April 1, 2023 ($37,500); non-recurring relocation allowances for Mr. Smith ($379,952); events for Mr. Roman; and premiums for international travel assistance and long-term disability for each of the NEOs. For 2022, amounts disclosed represent international travel assistance premiums for Mr. Narula; and long-term disability premiums for Mr. Narula.

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Grants of Plan-Based Awards for 2024

The following table summarizes grants of plan-based awards made to each NEO during 2024.

	Name			Grant Date			Approval Date			Estimated Future Payments Under Non-Equity Incentive Plan Awards(1)									Estimated Future Payments Under Equity Incentive Plan Awards(2)									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)
	Threshold ($)			Target ($)			Maximum ($)			Threshold (#)			Target (#)			Maximum (#)
	Scott A. Smith									1,050,000			2,100,000			4,200,000			—			—			—			—			—			—			—
	3/4/2024			2/26/2024			—			—			—			154,612			515,373			1,004,978			—			—			—			6,370,010
	3/4/2024			2/26/2024			—			—			—			—			—			—			277,509			—			—			3,430,011
	Doretta Mistras									412,500			825,000			1,650,000			—			—			—			—			—			—			—
	1/1/2024			12/14/2023			—			—			—			—			—			—			46,169			—			—			500,010
	3/4/2024			2/26/2024			—			—			—			52,064			173,544			338,411			—			—			—			2,145,004
	3/4/2024			2/26/2024			—			—			—			—			—			—			93,447			—			—			1,155,005
	Corinne Le Goff									311,988			623,975			1,247,951			—			—			—			—			—			—			—
	4/18/2024			2/26/2024			—			—			—			61,377			204,587			398,945			—			—			—			2,275,007
	4/18/2024			2/26/2024			—			—			—			—			—			—			110,162			—			—			1,225,001
	4/18/2024			2/26/2024			—			—			—			—			—			—			78,688			—			—			875,011
	Paul Campbell									362,500			725,000			1,450,000			—			—			—			—			—			—			—
	3/4/2024			2/26/2024			—			—			—			28,596			95,318			185,871			—			—			—			1,178,130
	3/4/2024			2/26/2024			—			—			—			—			—			—			51,325			—			—			634,377
	Brian Roman									412,500			825,000			1,650,000			—			—			—			—			—			—			—
	3/4/2024			2/26/2024			—			—			—			39,048			130,158			253,809			—			—			—			1,608,753
	3/4/2024			2/26/2024			—			—			—			—			—			—			70,085			—			—			866,251
	Sanjeev Narula									82,138			164,276			328,552			—			—			—			—			—			—			—
	3/4/2024			2/26/2024			—			—			—			—			—			—			—			—			—			—
	3/4/2024			2/26/2024			—			—			—			—			—			—			—			—			—			—

(1)	The performance goals under the annual incentive compensation program applicable to the NEOs during 2024 are described above in the CD&A. For a discussion of these awards, see “2024 Annual Incentive Compensation Program” on pages 30 to 32 of this Form 10-K/A. The amounts for Dr. Le Goff and Mr. Narula have been adjusted to reflect their partial year of service during 2024.

(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 2024 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 2024 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.

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Outstanding Equity Awards at the End of 2024

The following table sets forth information concerning all of the outstanding LTI awards held by each NEO as of December 31, 2024.

				Option Awards												Stock Awards
	Name			Number of Securities Underlying Unexercised Options (#) Exercisable(1)			Number of Securities Underlying Unexercised Options (#) Unexercisable			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)
	Scott A. Smith			—			—			—			—			293,399(3)			3,652,818			817,327(7)			10,175,721
	—			—			—			—			289,291(4)			3,601,673			537,253(8)			6,688,800
	Doretta Mistras			—			—			—			—			48,130(5)			599,219			—			—
	—			—			—			—			97,415(4)			1,212,817			180,912(8)			2,252,354
	Corinne Le Goff			—			—			—			—			81,201(5)			1,010,952			—			—
	—			—			—			—			113,679(4)			1,415,304			211,119(8)			2,628,432
	Paul Campbell			2,059			—			55.61			3/4/2025			—			—			—			—
	4,181			—			46.27			2/17/2026			—			—			—			—
	4,392			—			45.18			3/3/2027			—			—			—			—
	9,681			—			40.97			3/2/2028			—			—			—			—
	7,398			—			27.45			3/1/2029			—			—			—			—
	11,071			—			17.48			3/2/2030			—			—			—			—
	—			—			—			—			20,251(6)			252,125			112,826(9)			1,404,684
	—			—			—			—			38,696(3)			481,765			107,795(7)			1,342,048
	—			—			—			—			53,504(4)			666,125			99,365(8)			1,237,094
	Brian Roman			4,111			—			55.61			3/4/2025			—			—			—			—
	4,739			—			46.27			2/17/2026			—			—			—			—
	5,694			—			45.18			3/3/2027			—			—			—			—
	7,876			—			40.97			3/2/2028			—			—			—			—
	6,267			—			27.45			3/1/2029			—			—			—			—
	8,119			—			17.48			3/2/2030			—			—			—			—
	—			—			—			—			19,441(6)			242,040			108,312(9)			1,348,484
	—			—			—			—			36,690(3)			456,791			102,206(7)			1,272,465
	—			—			—			—			73,061(4)			909,609			135,684(8)			1,689,266
	Sanjeev Narula			—			—			—			—			—			—			178,082(10)			2,217,121
	—			—			—			—			—			—			91,914(11)			1,144,329

(1)

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 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 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 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, 2024, $12.45.

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(3)

Of the 293,399 RSUs held by Mr. Smith, 146,700 vested on March 3, 2025 and 146,699 will vest on March 3, 2026; of the 38,696 RSUs held by Mr. Campbell, 19,348 vested on March 3, 2025 and 19,348 will vest on March 3, 2026; of the 36,690 RSUs held by Mr. Roman, 18,345 vested on March 3, 2025 and 18,345 will vest on March 3, 2026. 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.

(4)

Of the 289,291 RSUs held by Mr. Smith, 96,431 vested on March 4, 2025 and 96,430 will vest each on March 4, 2026 and March 4, 2027; of the 97,415 RSUs held by Ms. Mistras, 32,472 vested on March 4, 2025 and 32,471 will vest on March 4, 2026 and 32,472 will vest on March 4, 2027; of the 113,679 RSUs held by Dr. Le Goff, 37,894 vested on March 4, 2025 and 37,892 will vest on March 4, 2026 and 37,893 will vest on March 4, 2027; of the 53,504 RSUs held by Mr. Campbell, 17,836 vested on March 4, 2025 and 17,834 will vest each on March 4, 2026 and March 4, 2027; of the 73,061 RSUs held by Mr. Roman, 24,354 vested on March 4, 2025 and 24,353 will vest on March 4, 2026 and 24,354 will vest on March 4, 2027. 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)

Of the 48,130 RSUs held by Ms. Mistras, 24,065 vested on January 1, 2025 and 24,065 will vest on January 1, 2026; of the 81,201 RSUs held by Dr. Le Goff as of December 31, 2024, 40,601 vested on April 15, 2025 and 40,600 will vest on April 15, 2026. 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 RSUs fully vested on March 4, 2025.

(7)	The PRSUs will vest on March 3, 2026, 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.

(8)	The PRSUs will vest on March 4, 2027, 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.

(9)	The PRSUs fully vested on March 4, 2025, 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.

(10)

Of the 235,508 PRSUs held by Mr. Narula on March 5, 2024, only 178,082 remained eligible to vest in connection with his separation from Viatris on such date and fully vested on March 4, 2025, subject to attainment of performance goals, and the remaining portion was forfeited. 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.

(11)

Of the 226,723 PRSUs held by Mr. Narula on March 5, 2024, only 91,914 remained eligible to vest in connection with his separation from Viatris on such date and will vest on March 3, 2026, subject to attainment of performance goals, and the remaining portion was forfeited. 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.

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Option Exercises and Stock Vested for 2024

The option awards and stock awards reflected in the table below were exercised or became vested for the NEOs during 2024.

				Option Awards						Stock Awards
	Name			Number of Shares Acquired on Exercise (#)			Value Realized on Exercise ($)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)
	Scott A. Smith			—			—			140,727			1,771,753
	Doretta Mistras			—			—			—			—
	Corinne Le Goff			—			—			—			—
	Paul Campbell			—			—			128,284			1,610,627
	Brian Roman			—			—			120,525			1,513,120
	Sanjeev Narula			—			—			251,518			3,156,889

(1)	All shares reflected as vesting in this table were paid pursuant to their pre-existing contractual terms, including those paid to Mr. Narula in connection with his separation from employment.

Non-Qualified Deferred Compensation for 2024

The following table sets forth information relating to the Restoration Plan for 2024.

	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 ($)			Aggregate Balance at FYE ($)
	Scott A. Smith			55,805			157,580			206,095			9,478			—			428,958
	Doretta Mistras			—			18,565			18,565			330			—			37,460
	Corinne Le Goff			—			—			—			—			—			—
	Paul Campbell			2,743,277			61,808			166,936			387,523			—			3,359,544
	Brian Roman			4,361,501			77,520			207,728			422,996			—			5,069,745
	Sanjeev Narula			685,714			151,925			213,364			79,449			(1,130,452)			—

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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 on December 31, 2024 by Viatris without “cause”, by the NEO for “good reason” (each as defined in the applicable agreement), due to the NEO’s death or disability or as a result of a CIC Termination. A “CIC Termination” occurs if an NEO’s employment is terminated other than for cause or if he or she terminates employment for good reason, in each case, within two years following the occurrence of a change in control. 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, (iii) payments pursuant to awards scheduled to vest on or before December 31, 2024 by their terms, (iv) any amounts that may be due at the time of an event in respect of accrued and unpaid salary, bonuses, or vacation, and (v) the value of each NEO’s annual bonus for the 2024 completed fiscal year as the year was complete as of December 31, 2024. 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.

Scott A. Smith

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

Termination Without Cause Absent a Change in Control. If Mr. Smith's employment was terminated on December 31, 2024 by Viatris without cause, he would have been entitled to a payment equal to two times the sum of his base salary and his target annual bonus in effect at the time of such termination, payable in equal installments, and eligibility for continued vesting of a prorated number of his PRSUs granted in 2023 and 2024 based on actual Company performance. The estimated values of such payments and benefits, assuming a December 31, 2024 termination of employment, would have been $7,000,000, in respect of cash severance, and $9,013,427, in respect of the vesting of his PRSUs granted in 2023 and 2024 (assuming target performance).

Termination due to Death or Disability Absent a Change in Control. If Mr. Smith's employment was terminated on December 31, 2024 due to death or disability, he would have been entitled to full vesting of his unvested non-qualified deferred compensation account balance ($49,659) and full vesting of his unvested equity awards, with any PRSUs vesting based on target performance. The estimated value of such equity vesting, assuming a December 31, 2024 termination, would have been $24,119,012. Mr. Smith is not entitled to cash severance payments in connection with a termination of employment due to death or disability.

Termination in Connection with a Change in Control. If Mr. Smith incurred a CIC Termination on December 31, 2024, he would have been entitled to a 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, payable in equal installments, full vesting of his unvested non-qualified deferred compensation account balance, and full vesting of his equity awards, with any PRSUs vesting based on target performance. The estimated values of such payments and benefits, assuming a December 31, 2024 termination of employment, would have been $8,750,000, in respect of cash severance, $49,659, in respect of the vesting of his non-qualified deferred compensation, and $24,119,012, in respect of the vesting of his equity awards.

Doretta Mistras

Ms. Mistras is entitled to severance payments and benefits upon certain terminations of employment pursuant to an offer letter with Viatris and her equity award agreements with Viatris.

Termination Without Cause Absent a Change in Control. If Ms. Mistras’ employment was terminated on December 31, 2024 by Viatris without cause, she would have been entitled to a payment equal to one-half times the sum of her base salary and her target annual bonus in effect at the time of such termination, payable in equal installments, and eligibility for continued vesting of a prorated number of her PRSUs granted in 2024 based on actual

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Company performance. The estimated values of such payments and benefits, assuming a December 31, 2024 termination of employment, would have been $825,000, in respect of cash severance, and $750,785, in respect of the vesting of her PRSUs granted in 2024 (assuming target performance).

Termination due to Death or Disability Absent a Change in Control. If Ms. Mistras’ employment was terminated on December 31, 2024 due to death or disability, she would have been entitled to full vesting of her unvested equity awards, with any PRSUs vesting based on target performance. The estimated value of such equity vesting, assuming a December 31, 2024 termination, would have been $4,064,390. Ms. Mistras is not entitled to cash severance payments in connection with a termination of employment due to death or disability.

Termination in Connection with a Change in Control. Ms. Mistras is not entitled to enhanced severance payments in the event of a CIC Termination. However, for illustrative purposes it has been assumed that, in the event of a CIC Termination, she would be provided with payments and benefits consistent with the retired Mylan N.V. Severance Plan and Global Guidelines (which had been assumed by Viatris) (the “Mylan Severance Plan”). If Ms. Mistras incurred a CIC Termination on December 31, 2024, it is assumed for illustrative purposes that she would have received a payment equal to two times the sum of her base salary and her target annual bonus in effect at the time of such termination, payable in equal installments, twenty-four months of continued health and other benefits, and full vesting of her unvested equity awards, with any PRSUs vesting based on target performance. The estimated values of such payments and benefits, assuming a December 31, 2024 CIC Termination, would have been $3,363,186, in respect of cash severance and other benefits, and $4,064,390, in respect of the vesting of her equity awards.

Corinne Le Goff

Dr. Le Goff is entitled to severance payments and benefits upon certain terminations of employment pursuant to an offer letter with Viatris and her equity award agreements with Viatris.

Termination Without Cause Absent a Change in Control. If Dr. Le Goff’s employment was terminated on December 31, 2024 by Viatris without cause, she would have been entitled to a payment equal to one-half times the sum of her base salary and her target annual bonus in effect at the time of such termination, payable in equal installments, and eligibility for continued vesting of a prorated number of her PRSUs granted in 2024 based on actual Company performance. The estimated values of such payments and benefits, assuming a December 31, 2024 termination of employment, would have been $875,000, in respect of cash severance, and $876,144, in respect of the vesting of her PRSUs granted in 2024 (assuming target performance).

Termination due to Death or Disability Absent a Change in Control. If Dr. Le Goff’s employment was terminated on December 31, 2024 due to death or disability, she would have been entitled to full vesting of her unvested equity awards, with any PRSUs vesting based on target performance. The estimated value of such equity vesting, assuming a December 31, 2024 termination, would have been $5,054,688. Dr. Le Goff is not entitled to cash severance payments in connection with a termination of employment due to death or disability.

Termination in Connection with a Change in Control. Dr. Le Goff is not entitled to enhanced severance payments in the event of a CIC Termination. However, for illustrative purposes it has been assumed that, in the event of a CIC Termination, she would be provided with payments and benefits consistent with the retired Mylan Severance Plan. If Dr. Le Goff incurred a CIC Termination on December 31, 2024, it is assumed for illustrative purposes that she would have received a payment equal to two times the sum of her base salary and her target annual bonus in effect at the time of such termination, payable in equal installments, twenty-four months of continued health and other benefits, and full vesting of her unvested equity awards, with any PRSUs vesting based on target performance. The estimated values of such payments and benefits, assuming a December 31, 2024 CIC Termination, would have been $3,598,193, in respect of cash severance and other benefits, and $5,054,688, in respect of the vesting of her equity awards.

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Paul Campbell

Mr. Campbell is entitled to the equity award treatment established by his equity award agreements with Viatris upon certain terminations of employment. For illustrative purposes it has been assumed that he would be provided with payments and benefits consistent with the Mylan Severance Plan.

Termination Without Cause Absent a Change in Control. If Mr. Campbell’s employment was terminated on December 31, 2024 by Viatris without cause, it is assumed for illustrative purposes that he would have received twelve months of base salary continuation, twelve months of continued health and other benefits, and eligibility for continued vesting of a prorated number of his PRSUs granted in 2023 and 2024 based on actual Company performance. The estimated values of such payments, assuming a December 31, 2024 termination of employment, would have been $792,922, in respect of cash severance and other benefits, and $1,307,076, in respect of the vesting of his PRSUs granted in 2023 and 2024 (assuming target performance).

Termination due to Death or Disability Absent a Change in Control. If Mr. Campbell’s employment was terminated on December 31, 2024 due to death or disability, he would have been entitled to full vesting of his unvested equity awards, with any PRSUs vesting based on target performance. The estimated values of such equity vesting, assuming a December 31, 2024 termination, would have been $5,383,841. Mr. Campbell is not entitled to cash severance payments in connection with a termination of employment due to death or disability.

Termination in Connection with a Change in Control. If Mr. Campbell incurred a CIC Termination on December 31, 2024, it is assumed for illustrative purposes that he would have received a payment equal to two times the sum of his base salary and his target annual bonus in effect at the time of such termination, payable in equal installments, twenty-four months of continued health and other benefits, and full vesting of his unvested equity awards, with any PRSUs vesting based on target performance. The estimated values of such payments and benefits, assuming a December 31, 2024 CIC Termination, would have been $2,998,635, in respect of cash severance and other benefits, and $5,383,841, in respect of the vesting of his equity awards.

Brian Roman

Mr. Roman is entitled to the equity award treatment established by his equity award agreements with Viatris upon certain terminations of employment. For illustrative purposes it has been assumed that he would be provided with payments and benefits consistent with the retired Mylan Severance Plan.

Termination Without Cause Absent a Change in Control. If Mr. Roman's employment was terminated on December 31, 2024 by Viatris without cause, it is assumed for illustrative purposes that he would have twelve months of base salary continuation, twelve months of continued health and other benefits, and eligibility for continued vesting of a prorated number of his PRSUs granted in 2023 and 2024 based on actual Company performance. The estimated values of such payments, assuming a December 31, 2024 termination of employment, would have been $892,922, in respect of cash severance and other benefits, and $1,411,407, in respect of the vesting of his PRSUs granted in 2023 and 2024 (assuming target performance).

Termination due to Death or Disability Absent a Change in Control. If Mr. Roman's employment was terminated on December 31, 2024 due to death or disability, he would have been entitled to full vesting of his unvested equity awards, with any PRSUs vesting based on target performance. The estimated values of such equity vesting, assuming a December 31, 2024 termination, would have been $5,918,655. Mr. Roman is not entitled to cash severance payments in connection with a termination of employment due to death or disability.

Termination in Connection with a Change in Control. If Mr. Roman incurred a CIC Termination on December 31, 2024, it is assumed for illustrative purposes that he would have received a payment equal to two times the sum of his base salary and his target annual bonus in effect at the time of such termination, payable in equal installments, twenty-four months of continued health and other benefits, and full vesting of his unvested equity awards, with any PRSUs vesting based on target performance. The estimated values of such payments

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and benefits, assuming a December 31, 2024 CIC Termination, would have been $3,398,635, in respect of cash severance and other benefits, and $5,918,655, in respect of the vesting of his equity awards.

Sanjeev Narula

On December 15, 2023, Mr. Narula entered into a separation agreement with Viatris pursuant to which he departed from the Company effective as of March 5, 2024. Mr. Narula's separation agreement provided for a cash payment equal to $3,700,000 payable in the form of installments over a period of two (2) years, a prorated annual bonus for 2024 based on actual Company performance (which was paid to him in the amount of $229,986), eligibility for continued vesting of a prorated number of PRSUs granted in each of 2022 and 2023 based on actual Company performance, reimbursement and allowances with respect to reasonable relocation-related expenses, and up to thirty-six months of continued health and other benefits, subject to a release of claims and other customary conditions. Mr. Narula ultimately received five months of continued health and other benefits and tax preparation assistance for 2024, valued in the aggregate at $13,655.

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CEO Pay Ratio

Pursuant to Item 402(u) of Regulation S-K (“Item 402(u)”), we are providing the following information about the relationship of the annual total compensation of our global employee population and the annual total compensation of our CEO, Scott A. Smith, for 2024. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u).

Further to this requirement, under Instruction 2 to Item 402(u), the median-paid employee may be identified once every three years if there is no impact to the pay ratio disclosure. In light of the changes in our employee population from the addition of 199 employees in connection with the completion of the acquisitions of Oyster Point and Famy Life Sciences in 2023, a new employee representing the median-paid employee has been selected for 2024. 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 2024 and for any employees who were on leave for a portion of 2024. We collected the 2024 annual total compensation for the median employee using the same methodology we use for our NEOs as disclosed in the Summary Compensation Table on page 40.

Total annual compensation for the median employee was $48,598 and is calculated according to the disclosure requirements of Item 402(u) and includes base salary, annual incentive, equity awards, change in pension values, and other compensation such as perquisites and medical benefits. The ratio of Mr. Smith's annual total compensation for 2024, which was $14,759,379 as reported in the Summary Compensation Table on page 40, along with the cost of employer provided medical benefits ($22,413) to the median employee annual total compensation determined on the same basis was 304 to 1.

Our median employee is located in India, which reflects the true global nature of our organization and the fact that we are a diversified company within our peer group whose employees participate in all aspects of bringing our products to market, from R&D to manufacturing. This diversification should be considered by readers who would compare our CEO Pay Ratio to those within our peer or industry group and reflects differences in pay demographics among those groups. Pay ratios may not be comparable because of different employee populations, geographic distribution of employees, and compensation practices and companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

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Non-Employee Director Compensation for 2024

The following table sets forth information concerning the compensation earned by Viatris’ non-employee directors (each, a “Non-Employee Director” and, together, the “Non-Employee Directors”) for 2024. Directors who are or were concurrently employees of Viatris (Messrs. Smith and Malik) receive no compensation for their concurrent 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			225,001			20,000			395,001
	JoEllen Lyons Dillon			200,000			225,001			—			425,001
	Elisha Finney			150,000			225,001			20,000			395,001
	Leo Groothuis(1)			175,000			225,001			—			400,001
	Melina Higgins			425,000			225,001			20,000			670,001
	James M. Kilts			150,000			225,001			20,000			395,001
	Harry Korman			175,000			225,001			—			400,001
	Rajiv Malik			128,005			225,009			22,773			375,787
	Richard Mark			200,000			225,001			20,000			445,001
	Mark Parrish			250,000			225,001			—			475,001
	Rogério Vivaldi Coelho			86,475			225,005			—			311,480

(1)	Fees earned by Mr. Groothuis 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 2024 vested on March 4, 2025. 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, 2024, were as follows: Mr. Cornwell, 18,977; Ms. Dillon, 18,977; Ms. Finney, 18,977; Mr. Groothuis, 18,977; Ms. Higgins,18,977; Mr. Kilts, 18,977; Mr. Korman, 18,977; Mr. Malik, 1,309,759; Mr. Mark, 18,977; Mr. Parrish, 18,977; and Dr. Vivaldi, 21,690. 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, 2024, were as follows: Ms. Dillon, 21,806; Ms. Higgins, 21,806; Mr. Korman, 13,949; Mr. Malik, 373,903; Mr. Mark, 12,260; and Mr. Parrish, 21,806.

(3)	The amounts represent charitable contributions made in 2024 under our matching gift program. For Mr. Malik, the amount represents the value of residual company car benefit (including insurance and ancillary expenses) relating to prior service.

Viatris’ compensation philosophy for Non-Employee Directors is designed to attract and retain Non-Employee 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 peer group and input received from the Compensation Committee’s independent compensation consultant regarding market practices for Director compensation. Any changes to Non-Employee Director compensation are approved by the Compensation Committee and the independent Directors.

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Director Compensation Structure for 2025

The Compensation Committee and the independent Directors approved the following Non-Employee Director compensation effective for 2025, unchanged from 2024:

	Element of Compensation			Amount
	Board Member Retainer			$150,000
	Chair of the Board of Directors Compensation			$225,000
	Vice Chair Compensation			$50,000
	Committee Chair Fee			$25,000
	Executive Committee Member Fee			$25,000
	Annual Equity Grant Value (RSUs)			$225,000

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.

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 Non-Employee 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.

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