Sector: Health Care
VIATRIS INC · Meeting: May 15, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of 13 Director Nominees
Director since 2020 with strong governance and finance credentials; VTRS 3-year TSR of +61.4% outperforms the peer group median of -3.6% by +65.0pp, which does not exceed the 65pp threshold required to trigger an against vote under the strong-positive-TSR tier; attendance is satisfactory and no overboarding concerns noted.
Director since 2025 and therefore within the 24-month new-director exemption window; exempt from the TSR trigger regardless of performance, and his deep CFO and pharmaceutical experience at Pfizer is directly relevant to Viatris.
Director since 2020 with extensive legal, governance, and M&A experience; VTRS 3-year TSR outperforms the peer group median by +65.0pp, which does not exceed the 65pp trigger threshold under the strong-positive-TSR tier; attendance is satisfactory and no overboarding or independence concerns noted.
Director since 2022 with strong CFO and finance credentials relevant to audit oversight; VTRS 3-year TSR does not breach the peer-group underperformance trigger; no overboarding, independence, or attendance concerns noted.
Director since 2023 with relevant legal, governance, and international business experience; VTRS 3-year TSR does not breach the peer-group underperformance trigger; no overboarding, independence, or attendance concerns noted.
Independent Chair since 2023 with deep finance and investment experience; VTRS 3-year TSR outperforms the peer group median by +65.0pp, which does not exceed the 65pp trigger threshold under the strong-positive-TSR tier; serves on one additional public company board (Genworth Financial), well within the four-board limit.
Director since 2020 with extensive CEO and consumer/healthcare brand management experience; VTRS 3-year TSR does not breach the peer-group underperformance trigger; currently serves on two public company boards (Advantage Solutions, Simply Good Foods), within the four-board limit.
Director since 2020 and designated audit committee financial expert (CPA, former Deloitte and Arthur Andersen partner); VTRS 3-year TSR does not breach the peer-group underperformance trigger; his concurrent service on multiple Goldman Sachs fund audit committees has been reviewed and approved by the board as not impairing his effectiveness.
Director since 2020 with deep healthcare industry and risk oversight experience; VTRS 3-year TSR does not breach the peer-group underperformance trigger; no overboarding, independence, or attendance concerns noted.
Director since 2025 and within the 24-month new-director exemption window; his pharmaceutical R&D and CEO experience is directly relevant to Viatris' strategy, and he is exempt from the TSR trigger.
Director since August 2025 and within the 24-month new-director exemption window; his global pharmaceutical and CEO experience is relevant, and the proxy discloses that his late Section 16 filings were due to managed account activity unrelated to active trading decisions, which is a minor administrative matter.
CEO and director since 2022; VTRS 3-year TSR of +61.4% outperforms the peer group median of -3.6% by +65.0pp, which does not exceed the 65pp threshold required to trigger an against vote for executive directors under the strong-positive-TSR tier; no independent governance concerns require a separate against vote.
Director since 2024 and within the 24-month new-director exemption window; his rare disease and global pharmaceutical commercial experience is relevant to Viatris' innovative portfolio strategy.
All 13 director nominees receive a FOR vote. VTRS's 3-year total return of +61.4% outperforms the company-disclosed compensation peer group median of -3.6% by +65.0 percentage points, which equals but does not exceed the 65pp underperformance threshold applicable under the strong-positive-TSR tier, so the TSR trigger does not fire for any director. Four directors joined in 2024 or 2025 and are independently exempt from the TSR trigger as new directors. The board is 12 of 13 independent, has an independent chair, and discloses a skills matrix. No overboarding, attendance failures, or independence concerns were identified across the slate.
CEO
Scott A. Smith
Total Comp
$15,273,331
Prior Support
~95%%
CEO total compensation of approximately $15.3 million is within a reasonable range for a large-cap global healthcare company of Viatris' size and complexity, and the prior year Say on Pay vote received approximately 95% shareholder support indicating broad shareholder alignment. The pay program is well-structured: approximately 61% of total named executive officer target compensation is performance-based, long-term incentives make up 68% of the total, and the performance stock awards use a three-year free cash flow metric combined with a relative total shareholder return modifier versus the S&P 500 Pharmaceutical Index, which are meaningful, long-term, and hard to manipulate metrics. Pay-for-performance alignment is confirmed by VTRS's 3-year total return of +61.4% substantially outperforming the peer group median of -3.6%, and the company demonstrated responsible use of negative discretion by reducing the 2024 annual incentive payout from a formulaic 163.9% to 140% following the Indore facility import alert, signaling a compensation committee that actively manages alignment between pay outcomes and shareholder experience.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not disclose auditor tenure or an itemized fee table with sufficient detail to calculate the non-audit fee ratio, so neither the tenure trigger nor the non-audit fee ratio trigger can fire; absent confirmed data to trigger a no vote, the policy default is FOR. Deloitte is a Big 4 firm appropriate for a $15.5 billion global healthcare company, and no material financial restatements are disclosed.
The 2026 Viatris annual meeting presents three standard proposals: election of 13 directors, an advisory vote on executive compensation, and ratification of Deloitte as auditor. All three proposals receive a FOR vote determination — the director slate is clean with no TSR underperformance, overboarding, or independence concerns; the pay program is performance-focused, well-structured, and backed by 95% prior-year shareholder support alongside strong stock outperformance versus peers; and Deloitte is an appropriate Big 4 auditor for a company of Viatris' scale, with no fee or tenure data disclosed that would trigger a no vote.
15 companies disclosed in 2026 proxy filing
