MORGANTOWN — Viatris shareholders gave their approval to the pay structures for five executive officers during their recent annual meeting. Shareholders also approved reelection of four board members and rejected a proposal regarding an independent board chair — in a somewhat close vote.
The non-binding say-on-pay vote was 763,132,088 for the compensation packages for the five Named Executive Officers (NEOs) and just 78,356,451 against.
This was a significant turnaround from last year’s vote, when the numbers were 159,300,046 for and 654,956,929 against.
The executive “Say-on-Pay,” vote is a “mandatory, advisory, nonbinding shareholder resolution. … 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 as they deem appropriate.”
The compensation packages were described in Viatris’ 2022 proxy statement and did not give a preview of pay for the year ahead but provided a look back.
The five NEOs are Michael Goettler, CEO; Rajiv Malik, president; Sanjeev Narula, chief financial officer; Anthony Mauro, president, Developed Markets; Robert Coury, executive chairman. The proxy statement mentioned each officer’s total 2021 target compensation, with base salary, annual incentives, long-term incentives and 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 of $15.3 million.
Goettler was second: $1.3 million base, $1.95 million annual incentives, $9.1 million long-term incentives, for a total of $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.
Rejected proposal
Shareholder Kenneth Steiner, who owns at least 2,800 shares, put forth the proposal that would have effectively unseated Coury as executive director.
His proposal would have required two separate people to serve as independent board chair and CEO, and exclude any former company employee from serving as chair. He said the two jobs are fundamentally different: the CEO is supposed to manage the company; the chair is supposed to oversee the CEO and management.
The board opposed the proposal and recommends a vote against it. It said the two jobs are already separate. “In particular, the board believes that its current leadership structure … enables our executive chairman to lead the board and oversee the strategic direction of the company in collaboration with executive management, and our chief executive officer to lead the overall operation of the company and execute on the company’s strategy.”
The vote was roughly 46% for and 54% against: 386,308,608 for and 454,640,169 against, with 3,660,905 abstentions.
Board member election
Shareholders re-elected four directors to serve through 2023: Malik and three independent directors: W. Don Cornwell, Harry A. Korman and Richard A. Mark. The votes varied for each of the four. Cornwell had the biggest positive margin, with more than 830.7 million votes for and 125 million votes against.
Korman had the narrowest margin, with 739 million votes for and 101.7 million votes against.
For Malik, it was 795 million votes for and 48 million against. For Mark it was 802.9 million for and 40.4 million against.
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