Rajiv Malik
ViatrisAbout Rajiv Malik
Rajiv Malik served on the Viatris (VTRS) Board since 2020; he is a former President of Viatris (retired April 2024) and was Chair of the Science and Technology Committee. As of the 2025 proxy, he is not independent under NASDAQ listing rules and is not nominated for re‑election at the 2025 Annual Meeting, marking his retirement from the Board at the end of his current term . Age was disclosed as 63 in the 2024 proxy; his career spans senior roles at Mylan/Matrix Labs, Sandoz, and Ranbaxy, with global operational and R&D oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viatris | President (from closing of Combination in 2020 to April 2024); Director | 2020–2024 (President), 2020–2025 (Director) | Led global commercial, scientific, operational, IT, BD; integrated legacy companies; stabilized business |
| Mylan | President (2012–2020), EVP & COO (2009–2012), Head of Global Technical Operations (2007–2009) | 2007–2020 | Strategy for acquisitions, execution/integration; led operations across >165 countries and >40 manufacturing sites |
| Matrix Laboratories Limited (now Mylan Laboratories Limited) | Chief Executive Officer | 2005–2008 | Leadership of generics manufacturing and operations |
| Sandoz GmbH | Head of Global Development and Registrations | 2003–2005 | Global development/registration leadership |
| Ranbaxy | Head of Global Regulatory Affairs and Head of Pharma Research | 1999–2003 | Regulatory and research leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biocon Biologics Limited (majority-owned subsidiary of Biocon Limited) | Non-executive, non-independent and Viatris nominee Director | Since 2022 | Viatris nominee; governance presence in a key industry affiliate |
| Mylan | Director (former) | 2012–2020 | Former board experience pre-Combination |
Board Governance
- Independence: Not independent under applicable NASDAQ listing rules .
- Committee assignments: Chair, Science and Technology Committee; committee re‑established in May 2024 with Malik as Chair .
- Committee activity: Science & Technology held 5 meetings in 2024 and 4 meetings through Oct 20, 2025 .
- Board attendance context: Board met 7 times in 2024 and 9 times Jan 1–Oct 20, 2025; all directors standing for re‑election attended >75% of aggregate meetings (Malik was not standing for re‑election) .
- Executive sessions: Independent directors met in executive session five times in 2024 and six times through Oct 20, 2025 .
- Board transition: Malik not nominated for re‑election at the 2025 Annual Meeting; retirement at end of term .
| Governance Element | Detail | Source |
|---|---|---|
| Independence status | Not independent | |
| Committee membership | Science & Technology (Chair) | |
| S&T meetings | 2024: 5; 2025 (through Oct 20): 4 | |
| Retirement from Board | Not nominated in 2025; retiring at end of term | |
| Board meetings | 2024: 7; 2025 YTD: 9 | |
| Exec sessions (independent directors) | 2024: 5; 2025 YTD: 6 |
Fixed Compensation
Non‑Employee Director Compensation (FY2024) – Rajiv Malik
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $128,005 | Director fees post‑retirement from management |
| RSUs (grant date fair value) | $225,009 | RSUs granted in 2024; vested on March 4, 2025 |
| All Other Compensation | $22,773 | Residual company car benefit (incl. insurance and ancillary expenses) relating to prior service |
| Total | $375,787 | Sum of above |
Director Compensation Structure (effective 2025; unchanged from 2024) – Policy
| Element | Amount |
|---|---|
| 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 |
Non‑Employee Director Share Ownership Guidelines: 5x annual cash retainer (excluding committee service fees); compliance window of five years; unvested RSUs count; anti‑hedging/anti‑pledging policy in place for directors and Section 16 officers .
Performance Compensation
Executive pay metrics relevant to Malik’s prior NEO service (context for his outstanding awards):
| Program | Metric / Structure | Detail |
|---|---|---|
| Long-Term Incentive (2024 awards for NEOs) | PRSUs (65%) with TSR modifier; RSUs (35%) | Mix reinforces pay‑for‑performance; RSUs vest ratably over 3 years; PRSUs per plan |
| Annual Incentive (2024) | Adjusted EBITDA, Free Cash Flow, Global Regulatory Submissions | Metrics set with rigor; 2024 outcomes would have funded 163.92%, reduced to 140% via negative discretion due to Indore import alert timing |
| Pay Versus Performance linkage (2024) | Most important measures | Adjusted EBITDA, Free Cash Flow, Relative TSR |
2025 program changes reflecting shareholder feedback:
- Increased difficulty: Maximum Adjusted EBITDA set at 110% of target (from 105%) .
- Reduced weighting: Global Regulatory Submissions reduced from 20% to 10% .
- Added personal objective: 10% weighting for 2025 annual incentive .
Other Directorships & Interlocks
| Company | Market | Role | Tenure | Potential Interlock/Notes |
|---|---|---|---|---|
| Biocon Biologics Limited | Private (majority-owned by Biocon) | Viatris nominee Director (non‑exec, non‑independent) | Since 2022 | Governance linkage via nominee designation |
| Mylan | Public (historical) | Director (former) | 2012–2020 | Pre‑Combination legacy ties |
Expertise & Qualifications
- Extensive global operational, scientific, regulatory, and commercial leadership across generics and established products with oversight in >165 countries and >40 manufacturing facilities .
- Skills noted: Public Company Management; Finance/Accounting/Capital Markets; Healthcare Industry; Information Security; Legal/Regulatory Oversight; Risk Oversight/Compliance; Strategy & M&A; Global Business; Human Capital/DEI .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Options Exercisable and Restricted Shares Vesting within 60 days | % of Class |
|---|---|---|---|
| Rajiv Malik | 1,068,262 | 373,903 | <1% |
Unvested Director/Executive Equity (as of Dec 31, 2024):
- Unvested RSUs: 1,309,759 (Malik) .
- Aggregate director stock options held: 373,903 (Malik) .
Policy alignment:
- Director ownership guideline: 5x retainer; five‑year compliance window .
- Anti‑hedging/anti‑pledging policy prohibits hedging and pledging; exceptions only with pre‑approved demonstration of financial capacity and absence of MNPI .
Employment & Contracts
Severance and change‑in‑control terms applicable during Malik’s NEO tenure (as of 12/31/2022):
| Scenario | Cash/Benefits | Equity Treatment | Estimated Value (12/31/2022) |
|---|---|---|---|
| Termination without cause (no CIC) | 12 months base salary continuation + 12 months continued health/other benefits | — | $1,263,508 |
| Death or Disability (no CIC) | — | Full vesting of unvested equity; PRSUs at target | $16,145,271 |
| CIC Termination | 2x base salary + 2x target annual bonus; 24 months benefits | Full vesting; PRSUs at target | $5,489,367 (cash/benefits) + $16,145,271 (equity) |
Pension/Deferred Compensation:
- Present value of accumulated benefit under “The Executive Plan”: $433,475 (deferred compensation, no longer company contributions) .
- Malik Retirement Benefit Agreement (frozen Nov 2020): Present value $5,342,449; no further accruals .
Fixed Compensation (Director Program Design and Attendance Context)
- Board and committees composed largely of independent directors; standing committees operate under written charters; regular risk oversight and governance reviews .
- Independent Chair; extensive executive sessions and access to management/advisors .
Performance Compensation (Shareholder Feedback and Program Evolution)
- 2024 Say‑on‑Pay was disappointing; feedback focused primarily on transitional consulting arrangement with former Executive Chairman; arrangement ended June 30, 2025; program adjustments made (negative discretion on 2024 payout; tougher EBITDA max; reduced regulatory metric weight; personal objective added) .
Related Party Transactions (Conflict of Interest Signals)
| Item | Amount/Detail | Notes |
|---|---|---|
| Payments to counsel for Mr. Malik | ~$473,000 (Jan 1, 2024–Oct 20, 2025); anticipated ~$183,000 additional in 2025 | Related to previously disclosed drug pricing matters; indemnification agreements |
| Payment to Mr. Malik (Restoration Plan/profit sharing) | ~$622,000 (2025) | Relates to company profit sharing contributions and prior participation in 401(k) Restoration Plan |
| Advisory role | Malik advises on operational matters; Board may consider short-term extension upon retirement | Terms include continued vesting in equity awards; Audit Committee to review under related party transactions policy |
Compensation Peer Group (Benchmarking)
2024 peer group used for executive pay benchmarking included Abbott, Amgen, Bausch Health, Baxter, Biogen, Bristol‑Myers, Eli Lilly, Gilead, Novartis, Organon, Pfizer, Regeneron, Sanofi, Teva, Zoetis. In 2025, Eli Lilly was removed due to market cap and Sandoz Pharmaceuticals added .
Governance Assessment
- Independence: Malik is not independent under NASDAQ rules; as a former President and ongoing advisor (with potential continued vesting), this raises alignment and conflict considerations for board effectiveness. RED FLAG .
- Committee leadership: Chaired Science & Technology during re‑establishment, adding scientific oversight to the board; committee activity was regular in 2024–2025 .
- Ownership alignment: Significant shareholdings and options; director ownership guidelines and anti‑hedging/pledging policies support alignment, but continuation of vesting tied to advisory role should be closely monitored. Mixed signal .
- Related party exposure: Legal fee advancements and restoration plan payments, plus contemplated advisory extension with equity vesting, are notable and require rigorous Audit Committee oversight. RED FLAG .
- Shareholder sentiment: 2024 Say‑on‑Pay disappointment prompted program changes; governance responsiveness evident, but prior concerns underscore the need for sustained pay‑for‑performance rigor .
- Attendance and engagement: Board met frequently; independent directors held multiple executive sessions; Malik’s attendance rate not specifically disclosed; ensure exit/transition does not impair S&T oversight continuity .
Implication: For investors, Malik’s deep operational expertise added value in science/technology oversight; however, non‑independence status and related‑party arrangements (including potential advisory role with continued vesting) represent governance risks that can affect confidence. Continued transparency and strict application of related‑party and clawback policies, along with board refresh, mitigate but do not eliminate these risks .