Richard Mark
ViatrisAbout Richard Mark
Richard Mark, C.P.A., is 72 and has served as an independent director of Viatris since 2020. He is Chair of the Audit Committee and a member of the Compliance and Risk Oversight, Executive, and Finance Committees, and has been designated by the Board as an SEC “audit committee financial expert.” His background includes senior audit leadership at Deloitte & Touche (Partner 2002–2015) and Arthur Andersen (1977–2002). He brings deep expertise in finance, accounting, capital markets, risk oversight, and M&A, with additional healthcare and information security experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Partner | 2002–2015 | Led audit engagements, consulted on financial issues, and conducted transaction diligence |
| Arthur Andersen & Co. | Audit Partner; Audit Manager; Senior Auditor | 1977–2002 | Audited public/private company financial statements; transaction diligence |
| Mylan N.V. | Director | 2019–2020 | Member of Audit and Finance Committees |
| Katy Industries, Inc. | Chairman | 2015–2016 | Audit Committee member |
| Northwestern Memorial Healthcare | Director | 2014–2015 | Executive and Nominating & Governance Committees |
| Cadence Health | Director | 1993–2014 | Merged with Northwestern; board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs BDC, Inc. (NYSE: GSBD) | Director; Audit Committee Chair; member of Compliance, Governance & Nominating, Contract Review | Since 2020 | Leads audit oversight; multiple governance roles |
| Goldman Sachs Private Credit Corp. | Director; member of Audit, Governance & Nominating, Compliance, Contract Review | Since 2022 | Broad committee participation across compliance and governance |
| Goldman Sachs Private Middle Market Credit II LLC | Director; member of Audit, Governance & Nominating, Compliance, Contract Review | Since 2025 | Oversight across audit and compliance |
| Former: GS Middle Market Lending Corp. | Director; Audit Committee Chair; member of Compliance, Governance & Nominating, Contract Review | 2016–2020 (merged into GSBDC) | Led audit and governance |
| Former: GS Middle Market Lending Corp. II | Director; Audit Committee Chair; member of Compliance, Governance & Nominating, Contract Review | 2020–2025 (merged into GS Private Credit Corp) | Led audit and governance |
| Not-for-profit: Home Centered Care Institute | Director; Chair of Finance Committee | Ongoing | Finance oversight |
| Not-for-profit: Almost Home Kids | Former Director | Prior service | Transitional care organization board service |
Board Governance
- Committee assignments: Audit (Chair), Compliance and Risk Oversight, Executive, Finance .
- Independence: Mark is an independent director; the Audit, Compensation, Compliance & Risk Oversight, Executive, Finance, and Governance & Sustainability Committees are composed entirely of independent directors per NASDAQ/SEC rules, and the Board has designated him an “audit committee financial expert” .
- Attendance: In 2024, all directors standing for re‑election attended >75% of aggregate Board and committee meetings; same through October 20, 2025, implying Mark met the threshold .
- Executive sessions: Independent directors met five times in 2024 and six times through October 20, 2025, chaired by the independent Board Chair .
- Audit Committee activity and oversight: Audit Committee met 7 times in 2024 and 8 times in 2025 as of August 14; Mark signed the Audit Committee report recommending inclusion of audited financials in the 2024 Form 10-K .
| Committee (Mark member) | 2024 Meetings | 2025 Meetings (through dates noted) |
|---|---|---|
| Audit (Chair) | 7 | 8 (as of Aug 14, 2025) |
| Compliance & Risk Oversight | 5 | 3 (through Oct 20, 2025) |
| Executive | 7 | 4 (through Oct 20, 2025) |
| Finance | 5 | 4 (through Oct 20, 2025) |
The Board explicitly approved Mark’s concurrent service on more than two public company audit committees and determined it does not impair his effectiveness, noting the committees are all within the Goldman Sachs fund complex .
Fixed Compensation
| Element | Policy Amount (2025) | Notes |
|---|---|---|
| Board Member Retainer (cash) | $150,000 | Unchanged from 2024 |
| Committee Chair Fee | $25,000 | Audit Chair eligible |
| Executive Committee Member Fee | $25,000 | Mark is a member |
| Annual Equity Grant (RSUs) | $225,000 | Time-based RSUs |
| Matching Gift Program | Up to $20,000 per year | Dollar-for-dollar match |
| Richard Mark – 2024 Director Pay | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $200,000 |
| RSUs (Grant Date Fair Value) | $225,001 |
| All Other Compensation (Matching Gifts) | $20,000 |
| Total | $445,001 |
Performance Compensation
| Instrument | Grant/Status | Quantity/Value | Vesting/Terms |
|---|---|---|---|
| RSUs (2024 grant) | Granted in 2024 | $225,001 grant date fair value | Vested March 4, 2025 |
| Unvested RSUs (as of Dec 31, 2024) | Outstanding | 18,977 units (incl. DEUs) | Vest with underlying RSUs |
| Stock Options (as of Dec 31, 2024) | Outstanding | 12,260 shares subject to options | Exercise/expiration not disclosed in proxy |
| Equity award practices | Company policy | Viatris does not currently grant stock options or SARs | Grants typically occur Q1 post-earnings |
No director performance metrics (e.g., EBITDA, TSR) are tied to non‑employee director compensation in the proxy; RSUs are time-based and aligned with share ownership guidelines .
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| Goldman Sachs BDC, Inc. (NYSE: GSBD) | Director; Audit Committee Chair | Compliance; Governance & Nominating; Contract Review |
| Goldman Sachs Private Credit Corp. | Director | Audit; Governance & Nominating; Compliance; Contract Review |
| Goldman Sachs Private Middle Market Credit II LLC | Director | Audit; Governance & Nominating; Compliance; Contract Review |
- Former fund complex boards include Goldman Sachs Middle Market Lending Corp (merged with GSBDC) and Goldman Sachs Middle Market Lending Corp II (merged into GS Private Credit Corp), where Mark chaired Audit and served on compliance/governance committees .
- No related‑party transactions involving Mark were disclosed; the only Item 404 disclosures in 2024–2025 relate to payments and arrangements for director Rajiv Malik .
Expertise & Qualifications
- Audit committee financial expert; CPA; extensive public company audit and transaction diligence experience .
- Skills span public company management; corporate governance; finance/accounting/capital markets; global business; risk oversight/compliance; strategy/M&A; healthcare and information security .
- Committee leadership across audit and risk oversight; breadth of governance roles at Goldman Sachs fund complex .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Options Exercisable & Restricted Shares Vesting within 60 days | % of Class |
|---|---|---|---|
| Richard Mark | 91,310 | 12,260 | <1% |
- Director ownership guidelines: 5x annual cash retainer; five years from start date to comply; unvested RSUs count toward compliance (unearned PRSUs excluded as of 2025) .
- Anti‑hedging and anti‑pledging: Directors are prohibited from hedging or pledging company securities (exceptions require prior committee approval and demonstration of capacity to repay without resorting to pledged shares) .
- Clawback policies: Robust misconduct- and restatement‑based clawbacks in place per Dodd‑Frank and broader Company policy .
Governance Assessment
-
Strengths and signals
- Independent director with deep audit credentials; designated audit committee financial expert; chairs a highly active Audit Committee (7 meetings in 2024; 8 in 2025 YTD) .
- Attendance: met >75% threshold for Board and committee meetings alongside other nominees in 2024 and through Oct 20, 2025, indicating engagement .
- Strong alignment practices: director share ownership guideline (5x retainer), anti‑hedging/pledging, and clawback policies enhance investor protection .
- Director pay structure balanced between cash and time‑based equity; matching gift program disclosed and modest .
-
Watch items / RED FLAGS
- Concurrent service on more than two public company audit committees could raise workload concerns, but the Board expressly approved this and determined no impairment given all are within the Goldman Sachs fund complex .
- 2024 Say‑on‑Pay was disappointing (driven by a former Executive Chairman consulting arrangement). The Board terminated the arrangement June 30, 2025 and tightened compensation governance (negative discretion on 2024 bonuses; stricter ownership counting; adjusted metrics). This is more of a Company‑level governance context than Mark‑specific but relevant to board effectiveness and responsiveness .
- No Mark‑related party transactions disclosed in 2024–2025, which reduces conflict risk, but continued monitoring of fund complex interlocks is prudent .
Overall, Mark’s profile supports audit rigor and governance oversight with broad financial expertise and engagement; the Board’s explicit review of his external audit committee commitments and strong policy framework mitigates potential independence/conflict concerns .