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Mylan June shareholder meeting will include vote on executive pay; Bresch received $18.51M in 2019

Mylan shareholders will be voting in two general meetings on June 30: an extraordinary general meeting to approve certain matters regarding Mylan’s planned merger with Pfizer subsidiary Upjohn to create Viatris, an their annual general meeting to appoint board members and approve the say-on-pay proposal for executive compensation.

The board will be short-lived, given that Viatris will have a new board containing representatives and appointees from both companies.

But the annual general meeting proxy statement offers a look at the pay for Mylan’s current board and executive team.

As previously reported, say-on-pay is a “mandatory, advisory, nonbinding shareholder resolution. As always, the proxy statement does not give a preview of pay for the year ahead but provides a look back.

For 2019, CEO Heather Bresch got a boost in her annual base pay, from $1.3 million – her base since 2016 – to $1.5 million. But her total compensation, including stock awards, incentives and other income, increased by more than $5 million: from $13.33 million in 2018 to $18.51 million in 2019. Her total compensation in 2107 was $12.74 million; in 2016, $13.78 million.

Bresch plans to retire upon completion of the merger, which is expected to occur sometime the last half of this year. As reported last November, she will retire with a comfortable golden parachute.

According to an Upjohn SEC filing, Bresch could receive just over $30.8 million upon her departure. That includes $17.9 million in cash, $12.6 million in equity awards and $309,000 in benefits. The golden parachute payments for Bresch and other Mylan executives are “based on multiple assumptions … and may differ materially” from the listed estimates, the filing says.

Earlier this year, Mylan board Chairman Robert J. Coury returned to his position as executive chairman. It was announced at the time that base salary would be equivalent to the cash compensation he received for his services as non-executive chairman.

Coury’s total 2019 compensation was $1.83 million. In addition, based on a prior agreement, he was entitled to up to 70 hours of personal use of the company aircraft or a cash payment of up to $1.5 million for unused time; he used 66.9 hours, which Mylan valued at the full $1.5 million.

Coury will serve as executive chairman of Viatris.

Mylan Chief Financial Officer Ken Parks saw a base salary increase fron $685,000 in 2018 to $800,000 in 2019. His total compensation was $4.41 million in 2018, $5.59 million in 2019.

Parks will not join Viatris. His golden parachute is estimated at $10.3 million and includes $6.2 million in cash, $3.5 million in equity awards and $542,000 in benefits.

Mylan President Rajiv Malik’s base pay increased from $1 million in 2018 to $1.15 million in 2019. His total compensation rose from $9.51 million in 2018 to $12.38 million in 2019.

Mylan will serve as Viatris president. Malik is a named defendant in multi-state litigation alleging Mylan was among a number of generic drug companies that colluded to fix prices and divvy up the market. The proxy statement notes that Mylan paid attorney fees for his representation of about $930,000 in 2019 and $60,000 this year.

Mylan Chief Commercial Officer Anthony Mauro say a base pay boost from $700,000 in 2018 to $800,000 in 2019. His total compensation rose from $4.45 million to $5.75 million.

Mylan’s board also contains 10 non-executive members whose total compensation ranged from $345,006 to $520,006.

Upjohn Group President Michael Goettler will serve as Viatris CEO. The Viatris board of directors will include Coury and Goettler along with eight members designated by Mylan and three members designated by Pfizer.

Pfizer shareholders will own 57% of Viatris and Mylan shareholders will own 43%. The transaction is subject to approval by Mylan shareholders, but no vote is required by Pfizer shareholders.

Viatris will be based in the U.S. and incorporated in Delaware and will operate Global Centers in Pittsburgh, Shanghai, China, and Hyderabad, India.

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