JoEllen Lyons Dillon
ViatrisAbout JoEllen Lyons Dillon
JoEllen Lyons Dillon is an independent director of Viatris (VTRS), serving since the November 16, 2020 combination that created Viatris. She is age 62, sits on the Audit, Compensation, and Executive Committees, and chairs the Governance & Sustainability Committee; core credentials span corporate governance, legal and regulatory oversight, finance/capital markets, M&A, human capital, information security, and global business. Her background includes EVP, Strategic Developments & Capital Markets and Chief Legal Officer/Corporate Secretary at The ExOne Company (2013–2017), and earlier partner roles at Reed Smith LLP (2002–2011) and Buchanan Ingersoll & Rooney PC (1997–2002). She completed Cornell’s “Board Governance: Navigating Emerging Technologies and Future Frontiers” certification and has been a frequent speaker at Stanford Directors’ College (2023, 2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The ExOne Company | Chief Legal Officer & Corporate Secretary; later EVP Strategic Developments & Capital Markets | 2013–2017; EVP since Dec 2014 | Led capital markets development, corporate strategic planning, HR (including DEI oversight), global compliance, IR, and international business development in Europe and Asia |
| Reed Smith LLP | Partner | 2002–2011 | Corporate M&A and securities; advised public/private companies on complex transactions |
| Buchanan Ingersoll & Rooney PC | Partner (joined 1988) | 1997–2002 | Corporate M&A and securities; promoted to partner 1997 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Wrestling Entertainment, Inc. (now World Wrestling, LLC) | Director | 2022–2023 | Public company directorship |
| Mylan | Director; Chair of Compensation and Governance & Nominating; member Audit, Compliance, Executive | 2014–2020 (to Viatris combination) | Led board committees; governance and compensation oversight |
| S.K. Rockwell Conservation Fund | Board/Trustee | Ongoing | Environmental resource conservation focus |
Board Governance
- Committee assignments: Audit; Compensation; Executive; Chair, Governance & Sustainability. Independence status: Independent director.
- Board skills: Public company management, corporate governance, legal/regulatory oversight, finance/accounting/capital markets, strategy/M&A, risk/compliance, human capital, information security; recognized thought leadership (Stanford Directors’ College).
- Share ownership guidelines: Non‑employee directors must hold common stock valued at 5× the annual cash retainer within five years; restricted shares and unvested RSUs (including DEUs) count toward compliance.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $200,000 | $200,000 |
| All Other Compensation ($) | $0 (no director match used by Dillon) | $0 |
| Total ($) | $400,006 | $425,001 |
Notes:
- Viatris uses peer benchmarking and an independent compensation consultant to review non‑employee director pay annually.
- Matching gift program provides up to $20,000 annually for qualifying charitable contributions; Dillon did not receive matching in 2023–2024.
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| RSU Grant Date Fair Value ($) | $200,006; vested March 3, 2024 | $225,001; vested March 4, 2025 |
| Unvested RSUs at year‑end (count) | 18,855 (includes accrued DEUs) as of 12/31/2023 | 18,977 (includes accrued DEUs) as of 12/31/2024 |
Performance metric design:
- Director equity awards are time‑based RSUs; no performance metrics (e.g., revenue, EBITDA, TSR) are tied to director compensation. Vesting is annual subject to continued service.
Other Directorships & Interlocks
| Company | Current/Former | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| WWE / World Wrestling, LLC | Former | Director (2022–2023) | Media/entertainment; no disclosed Viatris commercial overlap |
| Mylan | Former | Director; chaired comp/governance | Predecessor entity to Viatris; governance continuity, not a third‑party conflict |
Expertise & Qualifications
- Corporate governance; legal and regulatory oversight; finance/accounting/capital markets; strategy and M&A; risk oversight/compliance; human capital; information security; global business (Europe, Asia).
- Certification: Cornell University’s “Board Governance: Navigating Emerging Technologies and Future Frontiers.”
- Speaking: Stanford Directors’ College (2023, 2024).
Equity Ownership
| Metric | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Beneficially owned shares (count) | 25,067 (incl. 18 held by spouse) | 39,564 (incl. 18 spouse) | 59,877 (incl. 18 spouse) | 58,732 (incl. 18 spouse) | 77,709 (incl. 18 spouse) |
| Options exercisable within 60 days (count) | 24,780 | 24,780 | 24,780 | 21,806 | 21,806 |
Ownership policy and alignment:
- Directors must meet 5× cash retainer equity ownership within five years; unvested RSUs and restricted shares count toward compliance.
Governance Assessment
- Board effectiveness: Dillon’s combination of legal (M&A/securities) and governance leadership, plus chairing Governance & Sustainability, aligns with Viatris’ oversight needs; multi‑committee service (Audit, Compensation, Executive) indicates high engagement and broad domain coverage.
- Independence and alignment: Independent status with substantial annual RSU grants and a stringent 5× retainer ownership guideline supports shareholder alignment; no hedging/pledging practices are disclosed in the provided excerpts.
- Compensation signals: Balanced cash/equity mix with straightforward, time‑vesting RSUs; absence of performance‑linked director pay is standard for governance roles and avoids metric gaming. 2023–2024 RSUs vested on fixed schedules, and matching gifts were recorded broadly but not for Dillon.
- Conflicts/related‑party: No related‑party transactions or pledging/hedging red flags were identified for Dillon in the available documents; prior service at Mylan represents legacy continuity rather than a third‑party interlock.
Overall: Dillon’s credentials, independence, and governance leadership are positives for investor confidence; equity ownership policy further aligns interests. No attendance concerns or conflicts surfaced in the extracted materials.