James M. Kilts
ViatrisAbout James M. Kilts
Independent director of Viatris since 2020; age 77 with a board-approved waiver of the mandatory retirement age based on continued contributions and legacy Upjohn knowledge. Founding Partner at Centerview Capital (since 2006), former Chairman & CEO of The Gillette Company, and former President & CEO of Nabisco Group Holdings; extensive CEO-level, M&A, finance, and global operations credentials relevant to Viatris’ strategy and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centerview Capital | Founding Partner | 2006–present | Private equity leadership; M&A and value-creation expertise |
| Conyers Park III Acquisition Corp. (SPAC) | Co-CEO; Special Advisor to Board | 2021–2023; 2023 | SPAC execution; sponsor-side governance and capital markets experience |
| The Gillette Company | Chairman & CEO; President | 2001–2005; 2003–2005 | Led to merger with Procter & Gamble; brand and global operations leadership |
| Nabisco Group Holdings Corp. | President & CEO | 1998–2000 | Led to acquisition by Philip Morris; turnarounds and transaction execution |
External Roles
| Company | Ticker | Role | Committee Roles | Since |
|---|---|---|---|---|
| Advantage Solutions Inc. | ADV | Non-Executive Chairman (previously Lead Director) | — | 2020 (post-combination with Conyers Park II) |
| The Simply Good Foods Company | SMPL | Chairman | Nominating & Corporate Governance Committee member | 2017 |
Board Governance
- Committee assignments: Compensation Committee member; Finance Committee member .
- Chair roles at Viatris: None; current committee chairs include Higgins (Executive, Finance), Korman (Compensation), Mark (Audit), Parrish (Compliance & Risk), Dillon (Governance), Malik (Science & Technology) .
- Independence: Designated Independent Director; committees (Audit, Compensation, Compliance & Risk, Executive, Finance, Governance) composed entirely of independent directors under NASDAQ/SEC standards .
- Attendance: Board met 7 times in 2024; 9 times YTD through Oct 20, 2025; all directors standing for re-election (including Kilts) attended >75% of aggregate board and committee meetings in 2024 and YTD 2025 .
- Executive sessions: Independent directors met in executive session 5 times in 2024 and 6 times YTD 2025; presided by Board Chair Melina Higgins .
- Tenure: Director since 2020; re-nominated for 2025–2026 term .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash retainer/fees | $150,000 | $150,000 |
| Committee chair fees | N/A (not a chair) | N/A (not a chair) |
| Meeting fees | Not separately disclosed (included in fees) | Not separately disclosed (included in fees) |
| All other compensation (charity match) | $20,000 | $20,000 |
| Total | $370,006 | $395,001 |
- Non-employee director compensation reviewed annually against peer data and approved by the Compensation Committee and independent directors .
- Compensation Committee retains independent consultant Meridian; also advised by outside counsel (e.g., Cravath); committee independence reviewed annually per NASDAQ requirements .
Performance Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| RSU grant – grant-date fair value | $200,006 | $225,001 | — |
| RSUs granted (units) | 18,855 (unvested at 12/31/2023) | 18,977 (unvested at 12/31/2024) | 23,660 granted on Mar 6, 2025 |
| Vest schedule | Vested Mar 3, 2024 | Vested Mar 4, 2025 | Time-based; grant date Mar 6, 2025 (price $0) |
| Options | None disclosed for Kilts | None disclosed for Kilts | Company does not currently grant stock options |
- Equity award grant practices: awards granted in Q1 following release of prior-year results; company does not currently grant stock options or SARs .
- Director equity is RSUs with time-based vesting; no performance metrics (PSUs) disclosed for director compensation .
Other Directorships & Interlocks
| Entity | Role | Interlock/Conflict Considerations |
|---|---|---|
| Advantage Solutions Inc. (ADV) | Non-Executive Chairman | Marketing and services; no Viatris-related party transactions disclosed involving Kilts |
| The Simply Good Foods Company (SMPL) | Chairman; Nominating & Corporate Governance Committee | Consumer/packaged foods; no Viatris related-party transactions disclosed involving Kilts |
- Former public boards include Unifi, Pfizer, MetLife, P&G, Nielsen, MeadWestvaco, among others—deep compensation, governance, and capital markets experience .
Expertise & Qualifications
- CEO/public company management; corporate governance; finance, accounting, and capital markets; global business; strategy and M&A—validated by board skills matrix and biography .
- Healthcare industry and human capital management experience relevant to Viatris .
Equity Ownership
| Metric | Oct 18, 2024 | Oct 20, 2025 |
|---|---|---|
| Shares beneficially owned | 117,445 | 136,422 |
| Options exercisable and restricted shares vesting within 60 days | — | — |
| Percent of shares outstanding | ≈0.0098% (117,445 / 1,193,592,902) | ≈0.0118% (136,422 / 1,154,467,256) |
| Ownership guideline compliance window | 5 years from start date (directors have five years to attain compliance) | 5 years from start date; applicable to non-employee directors |
- Post-transaction holdings around RSU vesting in March 2025 show 136,422 shares after exempt transaction .
- Insider trading policies in place; additional procedures govern directors and officers .
- No pledging/hedging by Kilts disclosed; no related-party transactions involving Kilts disclosed .
Insider Trades (Form 4 highlights)
| Transaction Date | Form Type / Type | Security | Shares | Price | Post-Transaction Owned | Filing URL |
|---|---|---|---|---|---|---|
| 2025-03-06 | Form 4 – Award (A) | RSUs | 23,660 | $0.00 | 23,660 RSUs awarded; director capacity | https://www.sec.gov/Archives/edgar/data/1792044/000095017025036586/0000950170-25-036586-index.htm |
| 2025-03-04 | Form 4 – Exempt (M) | Common Stock | 773 | $0.00 | 136,422 shares post-transaction | https://www.sec.gov/Archives/edgar/data/1792044/000095017025034003/0000950170-25-034003-index.htm |
Governance Assessment
- Board effectiveness: Kilts contributes CEO-level turnaround and M&A expertise; active on Compensation and Finance—critical for pay design, capital structure, and strategic transactions .
- Independence and attendance: Independent director; met attendance thresholds (>75%) in 2024 and YTD 2025; committees comprised solely of independent directors—supports robust oversight .
- Compensation governance: As Compensation Committee member (and signatory to CD&A report), he oversees executive pay, clawback policies, and use of independent advisors (Meridian; outside counsel), signaling disciplined pay oversight .
- Ownership alignment: Holds 136,422 shares; received annual RSU grants with time-based vesting; director stock ownership guidelines require compliance within five years (2020–2025 window). Compliance status for Kilts not explicitly disclosed; beneficial ownership remains <1% of outstanding shares .
- Other directorships: Chairs two public boards (ADV, SMPL). These roles enhance governance acumen but increase time commitments; no Viatris related-party transactions involving Kilts disclosed—low conflict risk based on current disclosures .
- Equity grant practices: Company does not currently grant stock options; director equity delivered via RSUs with annual Q1 grant cadence, reducing risk of grant timing issues; RSU fair value increased year-over-year ($200,006 → $225,001) while cash fees remained flat—equity-heavy mix promotes alignment .
RED FLAGS
- Board retirement age waiver for Kilts indicates the Board prioritized continuity and legacy expertise; while justified in the proxy, waivers warrant monitoring for refreshment and succession balance .
- Multiple external chair roles (ADV, SMPL) imply significant time demands; ongoing assessment of engagement and attendance remains prudent (attendance was above thresholds) .
Neutral-to-positive signals
- Active role in compensation governance with independent advisors and clawback oversight .
- Finance Committee membership covering capital structure, financing, and M&A—aligned with his transaction background .
- Consistent attendance and independent status across committees .