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Viatris shareholders disapprove 2020 executive pay packages during annual meeting in non-binding Say-on-Pay vote

MORGANTOWN – Viatris shareholders overwhelmingly voted against the company’s executive compensation packages during the company’s first annual shareholder meeting held Dec. 10.

The vote was roughly 6-1 against the compensation for five Viatris NEOs (named executive officers): Michael Goettler, CEO; Rajiv Malik, president; Sanjeev Narula, chief financial officer; Anthony Mauro, president, Developed Markets; Robert Coury, executive chairman.

The vote came in the form of a “Say-on-Pay,” which is a “mandatory, advisory, nonbinding shareholder resolution.” The compensation packages were described in Viatris’ 2021 proxy statement, and did not give a preview of pay for the year ahead but provided a look back to 2020 and 2021.

Viatris’ Form 8-K, provided to the SEC and released on Thursday, notes that the non-binding advisory vote was on the 2020 compensation.

Viatris provided a statement to The Dominion Post regarding the vote: “The 2020 compensation program was an anomaly year as a result of our sizable transaction with Pfizer’s Upjohn, reflecting three distinct programs from Mylan, Upjohn and Viatris that came together all at one time.

“The Viatris Compensation Committee and board already addressed shareholder concerns by implementing a new, comprehensive performance-based shareholder-aligned compensation program for 2021 consistent with our stated company priorities.

“This new program will be reflected in the summary compensation table in next year’s proxy,” Viatris said.

The proxy statement mentioned each officer’s total 2021 target compensation, with base salary, annul incentives, long-term incentives total compensation.

Coury’s 2021 total was the highest: $1.8 million base salary, $2.7 million annual incentives, $10.8 million long-term incentives, for a total $15.3 million.

Goettler was second: $1.3 million base, $1.95 million annual incentives, $9.1 million long-term incentives, for a total $12.35 million.

Malik’s base salary was $1.2 million; his total package was $9.9 million. Mauro had a base salary of $800,000 and a total of $4.92 million. Narula also had a base of $800,000 with a total package of $4.4 million.

The proxy also described the five NEOs’ 2020 packages, which included pre-merger (Mylan and Upjoh) commitments and one-time transaction-related items, among other things detailed at length.

This list included legacy salary, stock awards, bonuses and other compensation.

Coury’s 2020 total was $29.06 million; Malik’s was $14.1 million; Mauro’s was $6.74 million; Goettler’s was $5.47 million; and Narula’s was $2.93 million.

The vote was 654,956,929 against and 159,300,046 against, with 2,970,015 absentions.

Shareholders also took a non-binding advisory vote on future Say-on-Pay votes and overwhelmingly chose an annual vote. The numbers were 799,180,313 for an annual vote; 1,698,885 for every two years; 13,449,971 for every three years; and 2,927,861 absentions.

Shareholders also reelected four board members: Neil Dimick, Goettler, Ian Read, and Pauline van der Meer Mohr. Each will serve until the 2023 annual meeting of shareholders and until a “successor is duly elected and qualified, or until his or her earlier death, resignation, removal or retirement.”

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