Viatris Inc PRE 14A, filed Oct 24, 2023

Independence*

Committees Chaired by Women

Age Distribution*

Diversity of Directors*

Viatris Inc (VTRS)

PRE 14A 2023-10-24 For: 2023-12-15

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Added on October 17, 2026

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Robert J. Coury		Scott A. Smith
Executive Chairman of the Board		Chief Executive Officer



	Page

1. Election of 11 director nominees to hold office until the 2024 annual meeting.		15

2. Approval of, on a non-binding advisory basis, the 2022 compensation of the named executive officers of the Company.		43

3. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.		75

4. Approval of amendment to our Amended and Restated Certificate of Incorporation to add a federal forum selection provision.		78

5. Approval of amendment to our Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.		80

6. Transaction of any other business that properly comes before the meeting and any adjournments or postponements of the meeting.



		Please know that your vote is very important, and you are encouraged to vote promptly. Please carefully review the proxy materials for the 2023 Annual Meeting and follow the instructions below to cast your vote on all of the voting matters. Whether or not you expect to attend the 2023 Annual Meeting, we urge you to read the proxy statement and vote your shares as soon as possible using any of the following methods.
		Voting Information
		How to Vote Please vote using one of the following advance voting methods. In all cases, you should have your Internet Notice, or if you requested to receive printed proxy materials, your proxy card or voting instruction form, in hand and follow the instructions.
		Shareholders of Record
		(shares registered on the books of the Company via Equiniti Trust Company (formerly American Stock Transfer))

				Via Internet Visit https://www.proxyvotenow.com/vtrs

				By phone Call 1.855.429.7917 or the telephone number on your proxy card

				By mail Sign, date and return your proxy card

		Beneficial Owners
		(shares held through your bank or brokerage account)

				Via Internet Visit www.proxyvote.com

				By phone Call 1.800.454.8683 or the telephone number on your voting instruction form

				By mail Sign, date and return your voting instruction form

		All shareholders of record may vote in person at the 2023 Annual Meeting. Beneficial owners may vote in person at the 2023 Annual Meeting if they have a legal proxy, and follow the instructions described in the response to the question titled “How do I vote if I am a beneficial owner of shares of Viatris common stock and hold them in street name?” on page A-[●]. See “Important Meeting Information” below on how to attend the 2023 Annual Meeting.


A Joint Message from Our Executive Chairman and Our Chief Executive Officer

Notice of 2023 Annual Meeting of Shareholders

The Breadth and Power of the Viatris Business Model			1

Executing on our Mission and Strategic Plan			1

Company Snapshot			3

Our Commitment to Good Corporate Governance			6

Building Sustainable Access to Medicine			8

Viatris’ Board of Directors			12

Item 1 – Election of Directors			15

How Our Board Governs and Is Governed			24

Board Refreshment and Succession Planning			30

Annual Board and Committee Self-Evaluations			31

Setting and Overseeing Strategy			32

Risk Oversight			33

How Our Directors Are Selected and Evaluated			35

Certain Relationships and Related Transactions			36

How Non-Employee Directors Are Compensated			37

Security Ownership			39

Security Ownership of Directors, Nominees, NEOs, and Executive Officers			39

Security Ownership of Certain Beneficial Owners			40

Executive Officers			41

Item 2 – Advisory Vote to Approve the 2022 Compensation of the Named Executive Officers of the Company			43

Compensation Discussion and Analysis			44

Named Executive Officers			44

Executive Summary			45

Executive Compensation Philosophy			48

2022 Performance-Based Compensation Program			48

Elements of 2022 Compensation			49

Compensation Governance and Policies			52

Executive Compensation Tables			57

2022 Summary Compensation Table			57

Estimated Payments in Connection with a Termination of Employment or Change in Control			64

CEO Pay Ratio			67

Pay Versus Performance			68

Item 3 – Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023			75

Principal Accounting Fees and Services			76

Audit Committee Pre-Approval Policy			76

Report of the Audit Committee of Viatris’ Board			77

Item 4 – Approval of Amendment to our Amended and Restated Certificate of Incorporation to Add a Federal Forum Selection Provision			78

Item 5 – Approval of Amendment to our Amended and Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation			80

Appendix A – Questions and Answers			A-1

Appendix B			B-1

Forward-Looking Statements			B-1

Non-GAAP Financial Measures			B-3

Appendix C – Certificate of Amendment of Amended and Restated Certificate of Incorporation of Viatris Inc. (with respect to Item 4)			C-1

Appendix D – Certificate of Amendment of Amended and Restated Certificate of Incorporation of Viatris Inc. (with respect to Item 5)			D-1


		Our GLOBAL HEALTHCARE GATEWAY^® offers partners access to global infrastructure and expertise that connects people around the world to the high-quality medicines and health services they need.


Our exceptionally extensive and diverse portfolio helps address acute conditions to chronic diseases across multiple therapeutic areas. We are focused on striving to meet individual needs, whether with a generic medicine, a trusted brand, an improved version of an existing medicine, or a truly novel therapeutic solution. We go beyond developing, manufacturing, and distributing quality medicines. With the needs of people at the center, we often work to help find solutions that support resilient healthcare systems. We have designed our global operations and supply chain to be a reliable and flexible partner for access across the world, constantly adapting to an ever-evolving landscape. We pursue holistic approaches to prevention, diagnosis, treatment, and disease management. We work to build public health awareness, to support and implement research, to deliver access to health education, and to advocate for public policies that advance sustainable access at scale, globally. We are keenly aware that no one can meet this high aspiration alone. Partnerships and collaborations are critical, as are policies and strong healthcare systems that allow for healthy competitive environments. The need is universal, and we work with an array of organizations, globally, regionally, locally, public and private to support sustainable access to quality medicines at consistent quality standards.
		Our Portfolio and Reach in 2022: • Served ~1 billion patients globally⁶ • Sold > 80 billion doses of medicine across > 165 countries and territories • Reached ~ 90% of low- and lower-middle- income countries • Had > 250 products on the WHO EML and 62 products on the WHO PreQ List • Provided products that treat the top 10 of the WHO’s leading causes of death globally • Locally available medicines addressed at least half of the top ten local causes of death, across all country income bands, in > 100 countries



Board Diversity Matrix (As of [●], 2023)

Total Number of Directors		13

Gender:	Female		Male		Non-Binary		Did not Disclose Gender

Directors		4		9		0		0

Number of Directors who identify in Any of the Categories Below:

African American or Black		0		1		0		0

Alaskan Native or Native American		0		0		0		0

Asian		2		1		0		0

Hispanic or Latinx		0		0		0		0

Native Hawaiian or Pacific Islander		0		0		0		0

White		4		7		0		0

Two or More Races or Ethnicities		2		0		0		0

LGBTQ+		0

Did Not Disclose Demographic Background		0


		Board Recommendation
		Board Recommendation
		Viatris’ Board recommends a vote “FOR” the election of each Nominee.


Director since 2023 Age: 51 Board Committees: N/A Independent Director		Leo Groothuis • General Counsel (2022 - present), HAL Investments, the Dutch investment subsidiary of HAL Holding N.V., a public international investment company listed on the Amsterdam stock exchange, which is focused on increasing shareholder value • Partner (2006 - 2022), NautaDutilh, a law firm (joined the firm in October 1996) Key Skills and Experience: • Corporate Governance, Global Business, Legal and Regulatory Oversight, Risk Oversight/Compliance, and Strategy and M&A Experience acquired during his legal career at NautaDutilh, where he had been a trusted C-suite and board advisor to some of the largest companies in both Europe and the U.S., which resulted in him being recognized as a top lawyer and thought leader in corporate governance, capital markets and M&A for the guidance he had provided to numerous multi-national private and public companies on significant complex strategic transactions • CSR Experience obtained through his active involvement in the development and execution of HAL Investments’ ESG strategy Other Organizations: • Director, Stichting Continuiteit IHC and B.V. Finance Continuiteit IHC, Dutch foundations that together are the sole shareholders of Royal IHC, a private international shipbuilding company

Director since 2020 Age: 56 Board Committees: • Compensation (Chair) • Executive • Finance (Chair) • Governance and Nominating Independent Director		Melina Higgins • Held senior roles of increasing responsibility including Partner (2002 - 2010) and Managing Director (2001 - 2010) and served as a member of the Investment Committee of the Principal Investment Area, Head of the Americas for Private Debt and co-Chairperson of the Investment Advisory Committee for GS Mezzanine Partners funds, The Goldman Sachs Group, Inc. (NYSE: GS) Key Skills and Experience: • Corporate Governance, Finance, Accounting and Capital Markets, Global Business, Risk Oversight/Compliance, and Strategy and M&A Experience obtained during her nearly 20 years at Goldman Sachs, where she built and led a successful investment business and became well-versed in portfolio management, assessing market risks and building businesses, especially during her time as a member of Goldman’s Investment Committee of the Principal Investment Area, one of the largest alternative asset managers in the world, where she oversaw and approved global private equity and private debt investments Other Current Public Company Boards: • Genworth Financial Inc. (NYSE: GNW) (since 2013), non-executive Chair (since 2021) and member of the Audit and Management Development & Compensation Committees Current Private Company Boards: • Director and non-executive chair of the Board (since 2016), Antares Midco Inc., a private company that provides financing solutions for middle market, private equity-backed transactions Former Public Company Boards: • Mylan (2013 - the closing of the Combination in 2020), Director, most recently Chair of the Finance Committee, and member of the Audit, Compensation, and Executive Committees • NextGen Acquisition Corp. II (2021) (a special purpose acquisition company), Director, Chair of the Nominating and Corporate Governance Committee and member of the Audit and Compensation Committees Other Organizations: • Member, Women’s Leadership Board of Harvard University’s John F. Kennedy School of Government


Director since 2020 Age: 66 Board Committees: • Compensation • Compliance • Governance and Nominating • Risk Oversight (Chair) Independent Director		Harry A. Korman • Held senior executive roles of increasing responsibility, including Global Chief Operating Officer (2012 - 2014, after which he served as a consultant (2014 - 2015)), President, North America (2007 - 2012), President, Mylan Pharmaceuticals Inc. (2005 - 2009); joined in 1996 after the company’s acquisition of UDL Laboratories, Inc. (n/k/a Mylan Institutional Inc.), Mylan Inc. Key Skills and Experience: • Public Company Management, Corporate Governance/CSR, Healthcare Industry, Risk Oversight/Compliance, Strategy and M&A, and Global Business Experience gained during his almost 20 years serving in leadership roles at Mylan, where he helped grow their generics business and ultimately had responsibility for all operations as Global Chief Operating Officer • Mr. Korman also brings Information Security Experience to the Board Former Public Company Boards: • Mylan (2018 - the closing of the Combination in 2020), Director, most recently Chair of the Risk Oversight Committee and member of the Compliance, Governance and Nominating, and Science and Technology Committees Other Organizations: • Past Director and Vice Chairman, Generic Pharmaceutical Association, now known as the Association for Accessible Medicines • Previous Director and Vice Chairman, HDMA Foundation, which serves the healthcare industry by providing research and education focused on healthcare supply issues

Director since 2020 Age: 62 Board Committees: N/A Director and President*		Rajiv Malik • President (since the closing of the Combination in 2020), Viatris • President (2012 - the closing of the Combination in 2020), Executive Vice President and Chief Operating Officer (2009 - 2012), Head of Global Technical Operations (2007 - 2009); joined the company in 2007, Mylan • Chief Executive Officer (2005 - 2008), Matrix Laboratories Limited (now Mylan Laboratories Limited) • Head of Global Development and Registrations (2003 - 2005), Sandoz GmbH • Head of Global Regulatory Affairs and Head of Pharma Research (1999 - 2003), Ranbaxy Key Skills and Experience: • Public Company Management, Finance, Accounting and Capital Markets, Healthcare Industry, Legal and Regulatory Oversight, Risk Oversight/Compliance, Strategy and M&A, and Global Business Experience acquired over his extensive career in the healthcare industry, including at Mylan where he was integral in helping to develop the strategies for the company’s acquisitions for over 10 years, as well as the execution and integration of those acquisitions, and was responsible for leading global commercial, scientific, operational, information technology and business development activities in more than 165 countries and territories, a portfolio of more than 7,500 products, a pipeline of approximately 1,200 products, and more than 40 manufacturing facilities around the world and further enhanced in his current role, where he is responsible for the day-to-day operations of the Company, overseeing the Company’s commercial business units, the Commercial Development, Medical, Information Technology and Quality functions, as well as R&D and Operations and where he has played a leading role in integrating the two legacy companies while stabilizing the business • Mr. Malik also brings Human Capital Management Experience, including oversight of DEI, to the Board Current Private Company Boards: • Non-executive non-independent and Viatris nominee director (since 2022), Biocon Biologics Limited Former Public Company Boards: • Mylan (2012 - the closing of the Combination in 2020), Director * Details regarding Mr. Malik’s retirement as President can be found on page [●].



AUDIT COMMITTEE Members Mr. Mark (Chair) Mr. Cornwell Ms. Dillon Ms. Finney Mr. Parrish				The Audit Committee’s key oversight responsibilities include, but are not limited to: • Integrity of the Company’s financial statements and its accounting and financial reporting processes • Effectiveness of the Company’s internal control over financial reporting • Qualifications, independence, and performance of the independent registered public accounting firm • Services to be performed by, and fees payable to, the independent registered public accounting firm • Internal Audit group • Company processes and procedures related to risk assessment and risk management of financial and disclosure control-related, as well as SEC reporting-related, matters • Related party transactions • Company compliance with applicable legal and regulatory requirements (including U.S. federal securities laws) regarding the preceding matters • Review of any critical audit matters identified by the independent registered public accounting firm in connection with its audit of the Company’s annual financial statements



FINANCE COMMITTEE Members Ms. Higgins (Chair) Ms. Finney Mr. Kilts Mr. Mark				The Finance Committee’s key oversight responsibilities include, but are not limited to: • Material mergers, acquisitions, and combinations with other companies • Swaps and other derivatives transactions • Establishment of credit facilities • Potential financings with commercial lenders • Issuance and repurchase of the Company’s debt, equity, hybrid or other securities • Capital structure, including dividend payments



GOVERNANCE AND NOMINATING COMMITTEE Members Ms. Dillon (Chair) Ms. Higgins Mr. Korman Mr. Parrish				The Governance and Nominating Committee’s key oversight responsibilities include, but are not limited to: • Corporate governance matters • The nomination or re-nomination of Director candidates • The Board’s review and consideration of shareholder recommendations for, and nominations of, Director candidates • The annual self-evaluation of the Board and its committees • Director orientation and continuing education programs • Evaluating Board composition with respect to director independence, skills, experience, expertise, diversity, and other factors • Reviewing succession planning matters



RISK OVERSIGHT COMMITTEE Members Mr. Korman (Chair) Mr. Cornwell Mr. Mark Ms. van der Meer Mohr				The Risk Oversight Committee’s key oversight responsibilities include, but are not limited to: • Reviewing the enterprise risk framework, infrastructure, and controls implemented by management to help identify, assess, manage and monitor material risks • Reviewing management’s exercise of its responsibility to identify, assess and manage material risks not allocated to the Board or another committee, including, for example, data security programs and cybersecurity and information technology • Management’s efforts with respect to corporate environmental and social responsibility matters • Meeting with the Chairs of the other committees at least two times a year to discuss enterprise risk and related matters


				2023 Proxy Statement \| i


				2023 Proxy Statement \| 1



Name	Fees Earned or Paid in Cash ($)		RSUs ($)⁽³⁾		All Other Compensation ($)⁽⁴⁾		Total ($)

W. Don Cornwell		150,000		200,002		20,000		370,002

JoEllen Lyons Dillon		200,000		200,002		—		400,002

Neil Dimick⁽¹⁾		200,000		200,002		—		400,002

Elisha W. Finney⁽¹⁾		—		—		—		—

Melina Higgins		225,000		200,002		20,000		445,002

James Kilts		150,000		200,002		20,000		370,002

Harry A. Korman		175,000		200,002		—		375,002

Richard Mark		150,000		200,002		15,000		365,002

Mark W. Parrish		250,000		200,002		—		450,002

Ian Read⁽¹⁾		175,000		200,002		—		375,002

Scott A. Smith⁽¹⁾		—		—		—		—

Pauline van der Meer Mohr⁽²⁾		150,000		200,002		—		350,002



Element of Compensation	Amount
Board Member Retainer	$	150,000
Committee Chair Fee		$25,000
Executive Committee Member Fee		$25,000
Lead Independent Director Compensation		$50,000
Annual Equity Grant Value (RSUs)	$	200,000



Name of Beneficial Owner	Amount and Nature of Beneficial Ownership			Options Exercisable and Restricted Shares Vesting within 60 days			Percent of Class

W. Don Cornwell		42,510			—			*

Robert J. Coury⁽¹⁾		632,447	⁽²⁾		4,517,462	⁽³⁾		*

JoEllen Lyons Dillon		59,877	⁽⁴⁾		24,780			*

Elisha W. Finney		—			—			*

Michael Goettler⁽⁵⁾		321,653			—			*

Leo Groothuis		—			—			*

Melina Higgins		157,381	⁽⁶⁾		24,780			*

James M. Kilts		98,590			—			*

Harry A. Korman		70,951			26,504			*

Rajiv Malik		1,111,815	⁽⁷⁾		408,292			*

Richard A. Mark		53,478			12,260			*

Anthony Mauro		345,904	⁽⁸⁾		181,908			*

Sanjeev Narula		73,877			—			*

Mark W. Parrish		102,563			24,780			*

Scott A. Smith		—			—			*

Pauline van der Meer Mohr⁽⁹⁾		40,245			13,949			*

All directors and executive officers as a group (19 persons)⁽¹⁰⁾		3,082,660			5,380,488			*



Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355		149,318,666	⁽¹⁾		[	●]%
BlackRock, Inc., 55 East 52nd Street, New York, NY 10055		93,214,306	⁽²⁾		[	●]%
State Street Corporation State Street Financial Center, One Lincoln Street, Boston, MA 02111		61,903,672	⁽³⁾		[	●]%


Scott A. Smith	61	Chief Executive Officer (principal executive officer)
Rajiv Malik	62	President
Sanjeev Narula	63	Chief Financial Officer (principal financial officer)
Paul Campbell	57	Chief Accounting Officer and Corporate Controller (principal accounting officer)
Brian Roman	53	Global General Counsel
Andrew Cuneo	47	President, JANZ and Emerging Markets
Anthony Mauro	50	President, Developed Markets
Xiangyang (Sean) Ni	55	President, Greater China
Robert J. Coury	62	Executive Chairman


		Board Recommendation
		Board Recommendation
		Viatris’ Board recommends a vote “FOR” the approval, on an advisory basis, of the 2022 compensation of the NEOs.



NEO	Base Salary		Target Annual Incentive		Target Long-Term Incentive		2022 Total Target Compensation⁽¹⁾

Michael Goettler⁽²⁾		$1,300,000		$1,950,000		$9,100,000		$12,350,000

Rajiv Malik		$1,200,000		$1,500,000		$7,200,000		$9,900,000

Sanjeev Narula		$850,000		$850,000		$3,400,000		$5,100,000

Anthony Mauro		$800,000		$920,000		$3,200,000		$4,920,000

Robert J. Coury		$1,800,000		$2,700,000		$10,800,000		$15,300,000



Abbott Laboratories	Biogen Inc.	Novartis AG

Abbvie Inc.	Bristol-Myers Squibb Company	Pfizer Inc.

Amgen Inc.	Eli Lilly and Company	Regeneron Pharmaceuticals, Inc.

Bausch Health Companies Inc.	Gilead Sciences, Inc.	Sanofi

Baxter International Inc.	Merck & Co., Inc.	Teva Pharmaceutical Limited



NEO	2021 Base Salary		2022 Base Salary

Michael Goettler		$1,300,000		$1,300,000

Rajiv Malik		$1,200,000		$1,200,000

Sanjeev Narula		$800,000		$850,000

Anthony Mauro		$800,000		$800,000

Robert J. Coury		$1,800,000		$1,800,000



NEO	Target (as % of Base Salary)			Annual Incentive Target

Michael Goettler		150	%		$1,950,000

Rajiv Malik		125	%		$1,500,000

Sanjeev Narula		100	%		$850,000

Anthony Mauro		115	%		$920,000

Robert J. Coury		150	%		$2,700,000



Metric	Weighting	Threshold		Target		Maximum		Results

Adjusted EBITDA*	40%	$	5,700 million		$6,000 million	$	6,300 million	$	6,200 million

Free Cash Flow**	40%	$	2,400 million		$2,700 million	$	3,000 million	$	3,168 million

Global Regulatory Submissions	20%		110		120		130		134



NEO	Actual Annual Incentive Award

Michael Goettler		$3,639,285

Rajiv Malik		$2,799,450

Sanjeev Narula		$1,586,355

Anthony Mauro		$1,716,996

Robert J. Coury		$5,039,010



NEO	PRSUs		RSUs		Total LTI Award

Michael Goettler		$5,915,000		$3,185,000		$9,100,000

Rajiv Malik		$4,680,000		$2,520,000		$7,200,000

Sanjeev Narula		$2,210,000		$1,190,000		$3,400,000

Anthony Mauro		$2,080,000		$1,120,000		$3,200,000

Robert J. Coury		$7,020,000		$3,780,000		$10,800,000



Position	Ownership Requirement

Executive Chairman		6x

Chief Executive Officer		6x

President		4x

Other NEOs		3x



Name and Principal Position	Fiscal Year		Salary ($)⁽¹⁾		Bonus ($)⁽²⁾		Stock Awards ($)⁽³⁾		Option Awards ($)⁽⁴⁾		Non-Equity Incentive Plan Compensation ($)⁽⁵⁾		Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)⁽⁶⁾		All Other Compensation ($)⁽⁷⁾		Total ($)

Michael Goettler Chief Executive Officer		2022		1,300,000		—		9,100,001		—		3,639,285		—		731,984		14,771,270
		2021		1,300,000		—		9,100,015		—		3,716,115		—		663,440		14,779,570
		2020		871,875		1,000,000		2,400,000		—		951,675		—		249,355		5,472,905

Sanjeev Narula Chief Financial Officer		2022		840,385		—		3,400,006		—		1,586,355		—		281,660		6,108,406
		2021		800,000		—		2,800,011		—		1,524,560		—		526,114		5,650,685
		2020		539,183		1,000,000		425,000		—		303,021		—		661,719		2,928,923

Rajiv Malik President		2022		1,200,000		10,950,000		7,200,007		—		2,799,450		—		405,434		22,554,891
		2021		1,200,000		—		7,200,017		—		2,858,550		—		363,683		11,622,250
		2020		1,155,769		2,500,000		6,210,015		690,001		2,358,386		336,290		851,522		14,101,983

Anthony Mauro President, Developed Markets		2022		800,000		6,553,800		3,200,005		—		1,716,996		—		317,968		12,588,769
		2021		800,000		—		3,200,017		—		1,753,244		—		296,654		6,049,915
		2020		800,000		1,000,000		2,880,022		320,005		1,501,164		—		243,446		6,744,637


Robert J. Coury Executive Chairman		2022		1,800,000		—		10,800,015		—		5,039,010		—		859,620		18,498,645
		2021		1,800,000		—		10,800,010		—		5,145,390		—		806,678		18,552,078
		2020		1,800,000		10,000,000		12,451,936		—		4,405,590		—		399,850		29,057,376



Name	Fiscal Year		Use of Company Provided Automobile ($)^(a)		Personal Use of Company Aircraft ($)^(b)		Expatriate Benefits ($)^(c)		401(k) and Profit Sharing Plan Matching and Profit Sharing Contribution ($)^(d)		Restoration Plan Contribution ($)^(e)		Other ($)^(f)		Total ($)

Michael Goettler		2022		21,162		68,081		95,554		31,350		514,149		1,688		731,984

		2021		19,451		58,797		227,481		30,300		325,762		1,649		663,440

		2020		2,400		—		43,863		9,750		193,199		143		249,355

Sanjeev Narula		2022		19,262		—		4,756		27,504		228,450		1,688		281,660

		2021		19,200		—		336,440		26,454		139,419		4,601		526,114

		2020		2,400		—		631,856		7,231		20,089		143		661,719

Rajiv Malik		2022		30,998		71,273		—		37,519		262,749		2,895		405,434

		2021		6,847		62,141		26,036		32,700		228,787		7,172		363,683

		2020		2,204		9,482		606,221		31,222		182,052		20,341		851,522

Anthony Mauro		2022		19,200		—		—		39,666		244,857		14,245		317,968

		2021		19,200		9,150		—		31,570		230,711		6,023		296,654

		2020		19,200		—		—		31,484		189,360		3,402		243,446

Robert J. Coury		2022		22,680		5,926		—		32,427		726,188		72,399		859,620

		2021		24,563		29,184		—		31,377		680,312		41,242		806,678

		2020		25,111		30,363		—		28,300		275,306		40,770		399,850



Name	Grant Date		Approval Date		Estimated Future Payments Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payments Under Equity Incentive Plan Awards⁽²⁾						All Other Stock Awards: Number of Shares of Stock or Units (#)⁽³⁾		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
Name	Grant Date		Approval Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/Sh)

Michael Goettler						975,000		1,950,000		3,900,000		—		—		—		—		—		—		—
		3/4/2022		3/4/2022		—		—		—		202,966		579,902		1,130,809		—		—		—		5,915,000
		3/4/2022		3/4/2022		—		—		—		—		—		—		312,255		—		—		3,185,001

Sanjeev Narula						425,000		850,000		1,700,000		—		—		—		—		—		—		—
		3/4/2022		3/4/2022		—		—		—		75,834		216,667		422,501		—		—		—		2,210,003
		3/4/2022		3/4/2022		—		—		—		—		—		—		116,667		—		—		1,190,003

Rajiv Malik						750,000		1,500,000		3,000,000		—		—		—		—		—		—		—
		3/4/2022		3/4/2022		—		—		—		160,589		458,824		894,707		—		—		—		4,680,005
		3/4/2022		3/4/2022		—		—		—		—		—		—		247,059		—		—		2,520,002

Anthony Mauro						460,000		920,000		1,840,000		—		—		—		—		—		—		—
		3/4/2022		3/4/2022		—		—		—		71,373		203,922		397,648		—		—		—		2,080,004
		3/4/2022		3/4/2022		—		—		—		—		—		—		109,804		—		—		1,120,001

Robert J. Coury						1,350,000		2,700,000		5,400,000		—		—		—		—		—		—		—
		3/4/2022		3/4/2022		—		—		—		240,883		688,236		1,342,061		—		—		—		7,020,007
		3/4/2022		3/4/2022		—		—		—		—		—		—		370,589		—		—		3,780,008



	Option Awards								Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable⁽¹⁾		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)⁽²⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽²⁾

Michael Goettler		—		—		—		—		128,728	⁽³⁾		1,432,740		—			—

		—		—		—		—		183,245	⁽⁴⁾		2,039,514		409,962	⁽⁶⁾		4,562,877

		—		—		—		—		323,480	⁽⁵⁾		3,600,327		600,748	⁽⁷⁾		6,686,325

Sanjeev Narula		—		—		—		—		22,796	⁽³⁾		253,719		—			—

		—		—		—		—		56,383	⁽⁴⁾		627,546		126,142	⁽⁶⁾		1,403,960

		—		—		—		—		120,861	⁽⁵⁾		1,345,181		224,456	⁽⁷⁾		2,498,195

Rajiv Malik		34,389		—		55.84		3/5/2024		—			—		—			—

		41,637		—		50.66		11/17/2025		—			—		—			—

		50,168		—		46.27		2/17/2026		—			—		—			—

		65,574		—		45.18		3/3/2027		—			—		—			—

		71,600		—		40.97		3/2/2028		—			—		—			—

		60,053		—		27.45		3/1/2029		—			—		—			—

		56,581		28,290		17.48		3/2/2030		—			—		—			—

		—		—		—		—		52,632	⁽⁸⁾		585,794		—			—

		—		—		—		—		197,369	⁽⁹⁾		2,196,717		—			—

		—		—		—		—		144,985	⁽⁴⁾		1,613,686		324,365	⁽⁶⁾		3,610,182

		—		—		—		—		255,940	⁽⁵⁾		2,848,612		475,318	⁽⁷⁾		5,290,289

Anthony Mauro		3,236		—		30.90		3/6/2023		—			—		—			—

		12,009		—		55.84		3/5/2024		—			—		—			—

		16,265		—		50.66		11/17/2025		—			—		—			—

		27,314		—		46.27		2/17/2026		—			—		—			—

		29,275		—		45.18		3/3/2027		—			—		—			—

		29,833		—		40.97		3/2/2028		—			—		—			—

		27,851		—		27.45		3/1/2029		—			—		—			—

		26,241		13,120		17.48		3/2/2030		—			—		—			—

		—		—		—		—		24,409	⁽⁸⁾		271,672		—			—

		—		—		—		—		91,534	⁽⁹⁾		1,018,773		—			—

		—		—		—		—		64,438	⁽⁴⁾		717,198		144,163	⁽⁶⁾		1,604,534

		—		—		—		—		113,751	⁽⁵⁾		1,266,050		211,253	⁽⁷⁾		2,351,246

Robert J. Coury		3,236		—		30.90		3/6/2023		—			—		—			—

		58,952		—		55.84		3/5/2024		—			—		—			—

		63,235		—		50.66		11/17/2025		—			—		—			—

		82,776		—		46.27		2/17/2026		—			—		1,600,000	⁽¹⁰⁾		17,808,000

		—		—		—		—		217,477	⁽⁴⁾		2,420,523		486,547	⁽⁶⁾		5,415,268

		—		—		—		—		383,910	⁽⁵⁾		4,272,923		712,976	⁽⁷⁾		7,935,423



Name	Aggregate Balance at Last FYE ($)		Executive Contributions in Last FY ($)		Company Profit Sharing and Match Contributions in Last FY ($)		Aggregate Earnings (Loss) in Last FY ($)			Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at FYE ($)
Michael Goettler		166,659		188,445		325,761		(69,356	)		—		611,509
Sanjeev Narula		52,988		82,398		141,034		(23,400	)		—		253,020
Rajiv Malik		1,020,325		—		224,509		(208,190	)		—		1,036,644
Anthony Mauro		2,868,785		89,930		229,330		(110,605	)		—		3,077,440
Robert J. Coury		655,993		265,616		678,309		(175,915	)		—		1,424,003



Year	Summary Compensation Table Total for Michael Goettler (PEO) (1)		Compensation Actually Paid to Michael Goettler (PEO) (1)(2)(3)		Average Summary Compensation Table Total for non-PEO NEOs (1)		Average Compensation Actually Paid to non-PEO NEOs (1)(2)(3)		Value of Initial Fixed $100 Investment Based on TSR (4)		Peer Group TSR (5)		Net Income (6)(7)			Free Cash Flow (7)(8)
Year	($)		($)		($)		($)		($)		($)		($ millions)			($ millions)

(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)			(i)

2022		14,771,270		14,343,391		14,937,678		13,714,272		74.84		152.44		2,079			2,547

2021		14,779,570		13,637,943		10,468,732		5,996,167		87.32		141.38		(1,269	)		2,560

2020		5,472,905		6,397,981		13,208,230		13,982,122		118.20		113.12		(670	)		989