Melina Higgins
ViatrisAbout Melina Higgins
Melina Higgins (age 58) is the independent Chair of the Board of Viatris, serving as a director since 2020 and elected independent Chair in December 2023, following a nearly 20-year career at Goldman Sachs where she led private debt and principal investing activities and served on Goldman’s investment committees . She brings deep expertise in corporate governance, finance, capital markets, risk oversight, and strategy/M&A, and currently serves as non‑executive Chair of Genworth Financial and sits on its Audit and Management Development & Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Goldman Sachs Group, Inc. | Managing Director; Partner; Head of Americas Private Debt; Investment Committee member, Principal Investment Area; co‑Chair, GS Mezzanine Partners Investment Advisory Committee | 2001–2010 (MD 2001–2010; Partner 2002–2010) | Built and led investment businesses; oversaw/approved global PE/private debt investments |
| Mylan (pre‑Viatris) | Director; Chair of Finance Committee; member of Audit, Compensation, Executive Committees | 2013–2020 | Governance and capital allocation oversight during combination into Viatris |
| NextGen Acquisition Corp II | Director; Chair of Nominating & Corporate Governance; member of Audit and Compensation | March–December 2021 | SPAC governance and committee leadership through merger |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genworth Financial Inc. | Non‑executive Chair; Member, Audit; Member, Management Development & Compensation | Director since 2013; Chair since 2021 | Board leadership and oversight of audit and compensation at a large public insurer |
| Antares Midco Inc. | Director; Non‑executive Chair | Since 2016 | Private company board; middle‑market financing |
| Harvard Kennedy School Women’s Leadership Board | Member | Ongoing | Policy/community engagement |
Board Governance
- Independent status and leadership: The Board has determined Higgins is an independent director; Viatris employs a CEO/independent Chair structure with Higgins as Chair, providing agenda setting, board information control, and presiding over executive sessions; she also chairs the Executive Committee, appoints the Vice Chair, and serves as point person for shareholder communications .
- Committee assignments: Higgins is Chair of the Executive Committee and Chair of the Finance Committee; other standing committees are composed entirely of independent directors (Audit, Compensation, Compliance & Risk Oversight, Executive, Finance, Governance & Sustainability) .
- Attendance and engagement: The Board met 7 times in 2024 and 9 times through Oct 20, 2025; all directors standing for re‑election attended >75% of aggregate board and committee meetings; independent directors held 5 executive sessions in 2024 and 6 sessions through Oct 20, 2025, presided over by Higgins .
- Shareholder engagement: Since Oct 2024, Viatris met with 20 of its 50 largest shareholders (~50% of outstanding shares) and reached out to ~30 of the top 50 (~55% of outstanding shares) to discuss strategy, governance, and compensation .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $425,000 |
| RSUs (grant-date fair value) | $225,001; RSUs vested Mar 4, 2025 |
| All Other Compensation (matching gifts) | $20,000 |
| Total | $670,001 |
| Non‑Employee Director Compensation Structure (2025) | Amount (USD) |
|---|---|
| Board Member Retainer | $150,000 |
| Chair of the Board Compensation | $225,000 |
| Vice Chair Compensation | $50,000 |
| Committee Chair Fee | $25,000 |
| Executive Committee Member Fee | $25,000 |
| Annual Equity Grant (RSUs) | $225,000 |
| Matching Gift Program (annual cap) | $20,000 |
- Director Stock Ownership Guidelines: Non‑employee directors must hold company stock valued at 5x the annual cash retainer within five years of start date; common stock and unvested RSUs (including DEUs) count toward compliance .
Performance Compensation
| Company 2024 Annual Incentive Metrics (Executives) | Weight | Notes |
|---|---|---|
| Adjusted EBITDA | 40% | Profitability focus (commercial execution, efficiency) |
| Free Cash Flow | 40% | Cash conversion, working capital, shareholder return capacity |
| Global Regulatory Submissions | 20% | Pipeline robustness and value‑chain advancement |
| Long‑Term Incentive Design | Feature | Notes |
|---|---|---|
| PRSUs TSR Modifier | 3‑year relative TSR vs. S&P 500 Pharmaceutical Index | Adds performance alignment to equity |
| 2025 Program Changes (Pay‑for‑Performance Signals) | Action | Details |
|---|---|---|
| Reduced 2024 Annual Incentive Payout | Negative discretion | Funding reduced from 163.92% to 140% due to Indore FDA import alert impact |
| Increased Max EBITDA Rigor | Harder max target | Max Adjusted EBITDA set at 110% of target (historically 105%) |
| Reduced Regulatory Submissions Weight | From 20% to 10% | Rebalanced emphasis |
| Added Personal Objective | 10% weighting | Committee discretion on management actions/strategy execution |
| Peer Group Revision | Removed Eli Lilly; added Sandoz later | Aligns size/market cap comparability; Viatris at 44th percentile revenue of remaining peers |
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| Genworth Financial Inc. | Non‑executive Chair | Audit; Management Development & Compensation |
| NextGen Acquisition Corp II (past) | Director | Nominating & Corporate Governance (Chair); Audit; Compensation |
| Mylan (past) | Director | Finance (Chair); Audit; Compensation; Executive |
- No related‑party transactions are disclosed for Higgins; the proxy’s related‑party section focuses on matters involving other individuals (e.g., Rajiv Malik) .
Expertise & Qualifications
- Corporate governance leadership (independent Chair), capital markets and finance, global business, risk oversight/compliance, and strategy/M&A from senior roles at Goldman Sachs and extensive board service .
- Human capital management experience, including compensation and succession planning; presides over independent director executive sessions and leads board agenda and information flow .
Equity Ownership
| Holder | Beneficial Shares | Options Exercisable/Restricted Shares Vesting within 60 days | Percent of Class |
|---|---|---|---|
| Melina Higgins | 195,213 (includes 74,000 held by spouse) | 21,806 | <1% |
| Unvested RSUs (as of Dec 31, 2024) | Count |
|---|---|
| Higgins | 18,977 (includes unvested whole share DEUs that vest with underlying award) |
- Director Ownership Policy: 5x annual cash retainer required within five years; common stock and unvested RSUs count toward compliance .
Governance Assessment
- Strengths: Independent Chair structure with Higgins leading Executive and Finance Committees enhances oversight of strategy and capital allocation; all core committees composed of independent directors; robust shareholder engagement; rigorous self‑evaluations and regular executive sessions signal active governance .
- Pay‑for‑performance signals: Compensation Committee’s negative discretion in 2024 STIP payouts and higher 2025 EBITDA max target strengthen alignment with shareholder outcomes; addition of personal objective and peer group recalibration further improves incentive design quality .
- Red flags addressed: The Board identifies 2024 Say‑on‑Pay concerns were primarily due to a transitional consulting arrangement with the Chairman Emeritus; the arrangement was ended June 30, 2025, simplifying leadership and compensation structures—a constructive resolution for investor confidence .
- Conflicts/related‑party exposure: No Higgins‑related party transactions disclosed; audit oversight processes include formal policies and committee review of related‑party transactions, supporting independence and conflict controls .