Rogério Vivaldi Coelho
ViatrisAbout Rogério Vivaldi Coelho
Independent director of Viatris since 2024; age 61; holds M.D. and M.B.A. degrees. Appointed to the Viatris Board in June 2024, bringing extensive biopharma leadership across rare diseases, gene therapy, and global commercial operations; independence affirmed under NASDAQ rules. Current founder/CEO of Vivaldi Rare (since 2024) and prior CEO of Sigilon Therapeutics; earlier executive roles at Bioverativ, Spark Therapeutics, Minerva Neurosciences, and Genzyme.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vivaldi Rare | Founder and Chief Executive Officer | Since 2024 | Pharma/biotech consulting; governance and risk oversight expertise |
| Sigilon Therapeutics, Inc. | President & CEO | 2018–2023 (acquired by Eli Lilly) | Led diabetes cell therapy company through acquisition |
| Bioverativ Inc. | EVP & Chief Global Therapeutics Officer | 2016–2018 (acquired by Sanofi) | Hemophilia and rare blood disorders focus; global therapeutic leadership |
| Spark Therapeutics, Inc. | EVP & Chief Commercial Officer | 2014–2016 | Commercial leadership in gene therapy |
| Minerva Neurosciences, Inc. | Chief Executive Officer | 2013–2014 | CNS clinical-stage development leadership |
| Genzyme Corporation | President, Rare Disease; President, Renal & Endocrine; SVP & GM Latin America | Earlier career | Led rare disease businesses and LATAM operations; deep patient access and commercial expertise |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Crinetics Pharmaceuticals, Inc. (NASDAQ: CRNX) | Director | Since 2022 | Audit Committee; Research & Development Committee |
| Sigilon Therapeutics, Inc. | Director | 2018–2023 | Board service until acquisition by Eli Lilly |
| Minerva Neurosciences, Inc. (NASDAQ: NERV) | Director | 2013–2014 | Board service |
| Spark Therapeutics, Inc. | Director (private company) | 2014 | Board service |
Board Governance
- Independence: Board determined Dr. Vivaldi is independent under NASDAQ rules.
- Committees: Science & Technology (member; joined upon Board appointment in June 2024); Compliance & Risk Oversight (member; joined March 7, 2025).
- Board/committee activity context: Committees collectively held 38 meetings in 2024 and 38 meetings through Oct 20, 2025; Science & Technology held 5 (2024) and 4 (2025 YTD); Compliance & Risk Oversight held 5 (2024) and 3 (2025 YTD).
- Attendance: All directors standing for re‑election attended >75% of Board and assigned committee meetings in 2024 and again in 2025 YTD (through Oct 20, 2025).
- Executive sessions: Independent directors met in executive session 5 times in 2024 and 6 times in 2025 YTD; Board Chair presided.
- Nomination: Board nominated Dr. Vivaldi for re‑election at the 2025 Annual Meeting (Board size to 13 post‑meeting).
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Board Member Retainer (2025) | $150,000 | Unchanged from 2024 |
| Chair of the Board Compensation (2025) | $225,000 | If applicable |
| Vice Chair Compensation (2025) | $50,000 | If applicable |
| Committee Chair Fee (2025) | $25,000 | Per chair role |
| Executive Committee Member Fee (2025) | $25,000 | For members |
| Director (2024) | Fees Earned/Paid (USD) | RSUs (Grant Date Fair Value, USD) | All Other Compensation (USD) | Total (USD) |
|---|---|---|---|---|
| Rogério Vivaldi Coelho | $86,475 | $225,005 | — | $311,480 |
- Director stock ownership guidelines: Non‑Employee Directors must hold common stock valued at 5× annual cash retainer (excluding committee cash), with 5 years from start date to attain compliance; restricted shares and unvested RSUs (including DEUs) count.
Performance Compensation
| Award | Grant Date | Number of Units | Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director RSU (2024) | 2024 (grant; unvested as of 12/31/2024) | 21,690 units (includes accrued DEUs) | $225,005 | Vested March 4, 2025; DEUs vest with underlying award |
| Annual Director RSU (2025) | March 6, 2025 | 23,660 RSUs | N/A (Form 4) | Time‑based RSUs; grant reported via Form 4 |
- Performance metrics: Non‑Employee Director equity is time‑based RSUs; no revenue/EBITDA/TSR performance metrics disclosed for director grants.
Other Directorships & Interlocks
| External Board | Sector Relationship to Viatris | Interlocks/Transactions |
|---|---|---|
| Crinetics Pharmaceuticals (CRNX) | Biotech; R&D stage endocrinology | No Viatris related‑party transactions disclosed involving Dr. Vivaldi; Audit Committee reviews related‑party transactions per policy. |
| Prior boards (Sigilon, Minerva, Spark) | Biopharma/biotech | No current Viatris related‑party transactions disclosed with these entities. |
Expertise & Qualifications
- Key skills: CEO/public company management; corporate governance; finance/accounting/capital markets; healthcare industry; risk oversight/compliance; strategy/M&A; global business; human capital management.
- Board fit: Adds deep rare disease and gene therapy commercialization and patient access experience to Science & Technology and Compliance & Risk Oversight oversight.
- Education: M.D., M.B.A.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Options/Restricted Shares Exercisable/Vesting within 60 days | Percent of Class | As‑of Date |
|---|---|---|---|---|
| Rogério Vivaldi Coelho | 21,691 | — | <1% | Oct 20, 2025 |
- Ownership guideline: Must reach 5× cash retainer with 5‑year compliance horizon from 2024 start date; restricted shares and unvested RSUs count toward compliance.
- Pledging/hedging: No pledging disclosed; no hedging noted in director ownership table.
- Insider transactions (Form 4 highlights):
- 6/3/2024: RSU award of 21,267 units; initial Form 3 filed same day.
- 3/4/2025: Settlement of 21,267 RSUs into common stock; 423.0127 DEUs disposed with settlement; post‑transaction ownership reflected in filings.
- 3/6/2025: New RSU grant of 23,660 units.
| Date | Form | Type | Security | Quantity | Price | Post‑Txn Ownership |
|---|---|---|---|---|---|---|
| 2024‑06‑03 | 4 | A (Award) | RSUs | 21,267 | $0.00 | 21,267 |
| 2024‑06‑03 | 3 | Initial | — | — | — | — |
| 2025‑03‑04 | 4 | M (Exempt) | Common Stock (settlement) | 21,267 | $0.00 | 21,267; plus 424 added (securitiesOwned=21,691 after subsequent entries) |
| 2025‑03‑04 | 4 | M (Exempt) | RSUs (disposed on settlement) | 21,267 | $0.00 | 0 (for that grant) |
| 2025‑03‑04 | 4 | M (Exempt) | DEUs (disposed on settlement) | 423.0127 | $0.00 | — |
| 2025‑03‑06 | 4 | A (Award) | RSUs | 23,660 | $0.00 | 23,660 RSUs outstanding (award) |
Governance Assessment
- Board effectiveness: Independent director with strong healthcare and global operating credentials; sits on Science & Technology and Compliance & Risk Oversight committees aligned to his domain expertise. Attendance above the >75% threshold and active executive sessions indicate healthy governance cadence.
- Alignment and incentives: Director pay structure aligns with peers (cash retainer + time‑based RSUs); 2024 pro‑rated cash ($86,475) and standard annual RSU grant ($225,005; vested Mar 4, 2025), followed by 2025 RSU grant on Mar 6, 2025; ownership guidelines require a meaningful stake (5× retainer) over 5 years from his 2024 start.
- Conflicts and related‑party exposure: No related‑party transactions involving Dr. Vivaldi disclosed; Audit Committee policy governs any such matters. External board service at Crinetics (Audit and R&D committees) does not present disclosed transactions with Viatris; monitor for information‑sharing sensitivities as a general governance practice.
- Red flags: None disclosed specific to Dr. Vivaldi. Board reduced to 13 members post‑2025 meeting to streamline oversight; continued monitoring warranted for any future related‑party or attendance issues.
RED FLAGS (none disclosed specific to Dr. Vivaldi): No pledging of shares; no related‑party dealings; attendance above threshold; director equity is time‑based (no repricing/modification disclosed).