Leo Groothuis
ViatrisAbout Leo Groothuis
Leo Groothuis (age 53) has served as an independent director of Viatris since 2023. He is currently General Counsel at HAL Investments (since 2022) and previously was a partner at NautaDutilh (2006–2022; joined 1996), recognized for corporate governance, capital markets, and M&A expertise. Board committee assignments: Compliance and Risk Oversight, Executive, and Governance & Sustainability. Key skills: Corporate Governance, Global Business, Legal/Regulatory Oversight, Risk Oversight/Compliance, Strategy & M&A, with involvement in corporate sustainability strategy at HAL Investments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NautaDutilh | Partner (joined firm 1996) | 2006–2022 (associate since 1996) | C‑suite/board advisor on complex strategic transactions; top-lawyer recognition in governance, capital markets, and M&A |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HAL Investments (HAL Holding N.V.) | General Counsel | 2022–present | Public international investment company listed on Amsterdam exchange; focused on shareholder value |
| Koppert Group B.V. | Non‑executive Director | 2025–present | Private company providing natural solutions for agriculture |
| Stichting Continuiteit IHC; B.V. Finance Continuiteit IHC | Director | Not disclosed | Sole shareholders of Royal IHC, a private international shipbuilder |
Board Governance
- Committee assignments: Compliance & Risk Oversight; Executive; Governance & Sustainability (member; not chair). Governance & Sustainability members include Chair JoEllen Lyons Dillon, Leo Groothuis, Harry Korman, and Mark Parrish .
- Independence: Independent director; Viatris notes 12 of 13 director nominees (and 13 of 15 current directors) are independent; key standing committees are composed entirely of independent directors .
- Attendance and engagement: Board met 7 times in 2024 and 9 times through Oct 20, 2025; all directors standing for re‑election attended >75% of the aggregate board and committee meetings in 2024 and YTD 2025. Independent directors met in executive session 5 times in 2024 and 6 times YTD 2025, presided over by Board Chair Melina Higgins .
- Committee workload summary relevant to Groothuis’ memberships: Governance & Sustainability met 4 times in 2024 and 6 times YTD 2025; Executive Committee met 7 times in 2024 and 4 times YTD 2025; Compliance & Risk Oversight met 5 times in 2024 and 3 times YTD 2025 .
| Committee | 2024 Meetings | 2025 Meetings (through Oct 20) |
|---|---|---|
| Governance & Sustainability | 4 | 6 |
| Executive | 7 | 4 |
| Compliance & Risk Oversight | 5 | 3 |
Fixed Compensation
- Non‑Employee Director compensation structure (unchanged for 2025 vs 2024): Board retainer $150,000 cash; Executive Committee member fee $25,000; Committee chair fee $25,000; Chair of the Board $225,000; Vice Chair $50,000; annual equity grant (RSUs) $225,000 .
| Element | 2025 Amount |
|---|---|
| Board Member Retainer (cash) | $150,000 |
| Executive Committee Member Fee | $25,000 |
| Committee Chair Fee | $25,000 |
| Chair of Board Compensation | $225,000 |
| Vice Chair Compensation | $50,000 |
| Annual Equity Grant Value (RSUs) | $225,000 |
- 2024 actual compensation for Leo Groothuis:
| Year | Fees Earned/Paid in Cash ($) | RSUs ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 175,000 | 225,001 | — | 400,001 |
Note: Fees paid in euros and converted at monthly rates when payments were made .
Performance Compensation
- Director equity is time‑based RSUs; no performance metrics disclosed for Non‑Employee Director awards. 2024 director RSUs vested on March 4, 2025; unvested RSUs at 12/31/2024 for Groothuis: 18,977. Options for Groothuis are not listed among directors with options in 2024 (specific directors with options are named; Groothuis is not among them) .
| Item | 2024 | 2025 (as applicable) |
|---|---|---|
| RSU Grant (fair value) | $225,001 | — |
| Unvested RSUs at 12/31 | 18,977 | — |
| RSU Vest Date | March 4, 2025 | — |
| Stock Options | Not listed for Groothuis | — |
| Performance Metrics (Director Awards) | Not applicable; time‑based RSUs |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Groothuis |
| Private company/non‑profit boards | Koppert Group B.V. (non‑exec director); Stichting Continuiteit IHC; B.V. Finance Continuiteit IHC |
| Potential interlocks/conflicts | Serves as GC of HAL Investments (public investment company); Viatris discloses related‑party transactions policy and did not disclose any related‑party transactions involving Groothuis |
Expertise & Qualifications
- Corporate Governance; Global Business; Legal and Regulatory Oversight; Risk Oversight/Compliance; Strategy & M&A; corporate sustainability experience through HAL Investments’ CS strategies .
Equity Ownership
| As of | Beneficial Ownership (shares) | Options Exercisable or Restricted Shares Vesting within 60 days | Percent of Class |
|---|---|---|---|
| Oct 20, 2025 | 39,907 | — | *<1% |
- Director share ownership guidelines: Non‑Employee Directors must hold common stock valued at 5x their annual cash retainer (excluding committee service cash); compliance required within five years of start date. Unvested RSUs and restricted shares count toward compliance .
Governance Assessment
- Strengths: Independent director with deep governance/M&A/legal credentials; active on Governance & Sustainability and Compliance & Risk Oversight committees; attendance above 75% with robust executive sessions; equity retainer aligns interests, reinforced by 5x ownership guidelines .
- Compensation alignment: 2024 mix reflects greater equity than cash for Groothuis ($225,001 RSUs vs $175,000 cash), supporting long‑term alignment; RSUs are time‑based without discretionary bonuses or options grants listed for him .
- Conflicts/related‑party exposure: No related‑party transactions disclosed involving Groothuis; Viatris maintains a formal related‑party transaction policy under Audit Committee oversight .
- Risk indicators: No attendance shortfalls; committees composed entirely of independent directors; no hedging/pledging disclosures specific to Groothuis in proxy excerpts reviewed; insider trading policies in place company‑wide .
Overall signal: Groothuis strengthens board oversight in governance, risk, and strategy while maintaining independence and equity alignment; limited conflict indicators disclosed for him enhance investor confidence .