MORGANTOWN – Viatris shareholders will be offered a non-binding vote on executive compensation when the company holds its first shareholder meeting in December.
The vote comes in the form of a “Say-on-Pay,” which, as previously reported, is a “mandatory, advisory, nonbinding shareholder resolution.” The compensation packages are described in Viatris’ 2021 proxy statement, released late Friday. As always, the proxy statement does not give a preview of pay for the year ahead but provides a look back.
The proxy statement notes, “Although advisory and not binding, the Compensation Committee and the Board will take into account the outcome of this vote when considering future compensation arrangements for Viatris’ NEOs [named executive officers] as they deem appropriate.”
The proxy statement details the compensation packages for 2020 and 2021 for five Viatris NEOs: Michael Goettler, CEO; Rajiv Malik, president; Sanjeev Narula, chief financial officer; Anthony Mauro, president, Developed Markets; Robert Coury, executive chairman.
The proxy statement mentions 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 describes the five NEOs’ 2020 packages, which included pre-merger (Mylan and Upjohn) commitments and one-time transaction-related items, among other things detailed at length.
This list includes 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.
Shareholders will also be voting on some other items. One will be a non-binding advisory vote on the frequency of future Say-on-Pay votes: every one, two or three years.
“The board believes that an annual Say-on-Pay vote enhances shareholder communication and engagement by providing a clear and efficient means for the Company to obtain information on investor sentiment about our executive compensation philosophy, program and practices. In addition, an annual Say-on-Pay vote is consistent with the Company’s policy of seeking input from, and engaging in discussions with, our shareholders on corporate governance and executive compensation matters.”
Shareholders will also vote on the re-election of four members of the board. The board is divided into three classes with staggered terms and the four are in Class I.
They are: Neil Dimick, Goettler, Ian Read and Pauline van der Meer Mohr. If re-elected, 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.”
The proxy statement details board member pay. Dimick, Read and van der Meer Mohr are non-employee directors. Dimick and van der Meer Mohr were Mylan board members. Their 2020 compensation was $429,556 and $355,155, respectively.
Read was not a member of either the Mylan or Pfizer boards, and his 2020 compensation reflects only the time after the November merger: $12,500.
The proxy also includes discussion of the company philosophy and goals. Viatris says it believes it “is uniquely positioned to provide broad access to high-quality, affordable medications around the world. And although we refer to Viatris as a new kind of healthcare company — which it is — in fact it represents the culmination of more than a decade of strategic vision and execution, rooted in our long-standing mission of patient access and a dedication to creating a one-of-a-kind global platform to serve that critical patient need while also providing a robust, sustainable investment proposition.”
It continues, “Our new business model focuses on total shareholder returns with a shareholder-friendly capital allocation plan … while also positioning the company for multiple expansion. Viatris is simply unique: we are confident that we have the talent, the global infrastructure, and the ingrained mission to reach a broad number of patients, regardless of geography or circumstance, while also creating a desirable investment opportunity for both current and future shareholders.”
The meeting is set for 11 a.m. Dec. 10 in Naples, Fla. Eligible voters are those who held Viatris’ issued and outstanding common stock as of the close of business on Oct. 21.
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