Frank D’Amelio
ViatrisAbout Frank D’Amelio
Frank D’Amelio (age 67) is an independent director of Viatris, appointed in 2025 and currently serving on the Finance Committee. He is the former CFO and EVP at Pfizer (various senior roles 2007–2022, CFO 2020–2022), and previously held senior finance/operations leadership roles at Alcatel‑Lucent and Lucent Technologies, bringing deep finance, M&A, global supply chain, and healthcare industry expertise to the board . He is classified as independent under NASDAQ/SEC rules, consistent with Viatris’ governance framework where 12 of 13 director nominees are independent and key committees are entirely independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer (NYSE: PFE) | EVP & CFO (2020–2022); EVP Global Supply/Business Ops; EVP Business Ops & Global Supply & CFO; EVP Business Ops & CFO | 2007–2022 | Led acquisitions/partnerships valued at nearly $200B; oversaw IT and global supply chain; extensive finance/M&A execution |
| Alcatel‑Lucent | SVP of Integration & Chief Administrative Officer | 2006–2007 | Integration leadership post-merger, administrative oversight |
| Lucent Technologies | COO; EVP Administration & CFO | 2001–2006 | Human capital management and operations leadership; CFO responsibilities |
External Roles
| Organization | Role | Since | Committees/Details |
|---|---|---|---|
| Hewlett Packard Enterprise (NYSE: HPE) | Director | 2023 | Member, Audit; Finance & Investment Committees |
| Humana Inc. (NYSE: HUM) | Director | 2003 | Chair, Audit; Member, Nominating, Governance & Sustainability |
| Zoetis Inc. (NYSE: ZTS) | Director | 2012 | Chair, Human Resources; Member, Audit |
| EntityRisk, Inc. | Director (private) | 2023 | — |
| Sail Biomedicines, Inc. | Director (private) | 2024 | — |
| Catalent Inc. (NYSE: CTLT) | Former Director | 2023–2024 | Compensation; Leadership & Quality and Regulatory Compliance Committees |
| Michael J. Fox Foundation | Director | — | Non‑profit board role |
| Formation Bio | Strategic Advisor | 2025 | — |
| Deloitte CFO Program | CFO‑in‑residence & independent advisor | 2023–2024 | — |
Board Governance
- Committee assignments: Finance Committee member; joined upon appointment in May 2025 . Finance Committee chaired by Melina Higgins; oversight includes M&A, derivatives, credit facilities, financings, capital structure/dividends .
- Independence: Listed as an independent director; Viatris maintains independent chair and all standing committees (Audit, Compensation, Compliance & Risk Oversight, Executive, Finance, Governance & Sustainability) are composed entirely of independent directors .
- Attendance and engagement: In 2024, the board met 7 times; in 2025 (through Oct 20) it met 9 times. All directors standing for re‑election attended >75% of aggregate board/committee meetings in both periods; independent directors met in executive session 5 times (2024) and 6 times (YTD 2025) .
Fixed Compensation
| Element | Amount |
|---|---|
| Annual board member cash retainer | $150,000 |
| Chair of the Board additional cash compensation | $225,000 (not applicable to D’Amelio) |
| Vice Chair compensation | $50,000 (if applicable) |
| Committee chair fee | $25,000 (not applicable to D’Amelio) |
| Executive Committee member fee | $25,000 (not applicable to D’Amelio) |
| Matching charitable contribution program | Up to $20,000 matched per year |
Notes:
- 2025 non‑employee director program unchanged vs 2024 .
- D’Amelio is not disclosed as a chair or Executive Committee member; his fixed compensation is expected to be the base retainer absent those roles .
Performance Compensation
| Component | Program detail | Vesting/Practice |
|---|---|---|
| Annual equity grant (RSUs) | $225,000 grant date fair value for non‑employee directors | 2024 RSUs vested March 4, 2025; future grants typically vest on annual schedule; company does not currently grant stock options/SARs |
| Equity award grant timing | First quarter, post prior‑year results | Company states grants are not timed around MNPI |
Notes:
- The proxy discloses 2024 director RSU vest timing and aggregate RSU counts by director for 2024; D’Amelio joined in 2025, so his specific 2025 RSU grant details (shares/vest date) are not individually enumerated in the 2025 proxy .
Other Directorships & Interlocks
| Company | Viatris relationship context | Potential conflict analysis |
|---|---|---|
| Humana (payer) | Viatris supplies medicines globally; Humana is a major U.S. payer | No related‑party transactions disclosed with Humana; Audit Committee reviews related‑party transactions; independence affirmed |
| Zoetis (animal health) | Adjacent healthcare vertical | No related‑party transactions disclosed; low direct commercial overlap |
| HPE (IT/enterprise) | Technology supplier space | No related‑party transactions disclosed; limited direct overlap with pharma operations |
- Related‑party oversight: Viatris has a written related‑party transactions policy administered by the Audit Committee; 2024–2025 disclosures include items related to Rajiv Malik, but none involving D’Amelio .
- Independence remains intact; committees comprised solely of independent directors; majority voting/board refresh processes in place .
Expertise & Qualifications
- Finance, accounting, capital markets; global business; strategy/M&A: accumulated during senior roles at Pfizer; led acquisitions/partnerships totaling nearly $200B .
- Human capital and operations: COO experience at Lucent; oversight of supply chain/IT at Pfizer .
- Healthcare industry experience: deep exposure through Pfizer and Zoetis board role .
- Board composition exhibits strong depth across finance, healthcare, strategy/M&A; Viatris highlights 11/13 directors with finance/accounting, and 13/13 with strategy/M&A experience .
Equity Ownership
| Holder | Shares beneficially owned | Options exercisable or restricted shares vesting within 60 days | % of class |
|---|---|---|---|
| Frank D’Amelio | — | — | <1% |
- Director ownership guidelines: Non‑employee directors must hold Viatris common stock valued at 5× annual cash retainer within five years of start date; unvested RSUs count toward compliance .
- Hedging/pledging: Company practices prohibit hedging/pledging of shares; responsible, shareholder‑aligned compensation governance emphasized .
Insider Trades (2025 YTD):
| Date (filing) | Type | Shares | Price | Post‑transaction ownership |
|---|---|---|---|---|
| None reported for D’Amelio between Jan 1, 2025 and Nov 20, 2025 (Form 4) | — | — | — | — |
| Source: Insider‑trades skill run for VTRS (person filter “Frank D’Amelio”), filingDate 2025‑01‑01 to 2025‑11‑20. |
Governance Assessment
- Board effectiveness: D’Amelio’s placement on Finance aligns with his CFO/M&A pedigree; that committee oversees capital structure, financings, and strategic transactions—areas where his experience at Pfizer/Lucent is directly accretive to board oversight quality .
- Independence and engagement: Independent director with >75% attendance threshold met in 2024 and YTD 2025, and board holds frequent executive sessions under independent chair—supports robust oversight culture .
- Alignment and ownership: As of Oct 20, 2025, D’Amelio had no beneficially owned shares disclosed; however, director RSU grants and 5× retainer ownership guidelines within five years promote future alignment. Monitor progress to guidelines as a skin‑in‑the‑game indicator .
- Other directorships: Multiple public boards (HUM, ZTS, HPE) broaden perspective but add “busyness” risk; no related‑party transactions involving D’Amelio disclosed. Audit Committee policy mitigates conflict risk; continue monitoring for any commercial intersections that could require recusal .
- Compensation structure: Mix favors equity (nominal program: $150k cash + $225k RSUs), reinforcing shareholder alignment; no options currently granted, reducing risk of option repricing red flags .
Red flags to monitor:
- Lack of disclosed share ownership to date for a new director (watch time‑to‑compliance under ownership guidelines) .
- Outside board “busyness” (three public boards) could constrain bandwidth; reassess if committee workload at Viatris increases materially .
- Any emergent related‑party transactions tied to external roles; currently none disclosed for D’Amelio .