W. Don Cornwell
ViatrisAbout W. Don Cornwell
W. Don Cornwell, age 77, has served as an independent director of Viatris since 2020 and currently sits on the Audit Committee and the Compliance and Risk Oversight Committee . The Board approved a waiver to the mandatory retirement age for Mr. Cornwell given his continued contributions and legacy knowledge of the Upjohn business amid board refreshment; he is deemed independent under NASDAQ rules . His background includes founding, chairing, and serving as CEO of Granite Broadcasting Corporation (1988–2009) and senior investment banking roles at Goldman Sachs where he led corporate finance operations and M&A advisory .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Granite Broadcasting Corporation | Founder, Chairman, CEO | 1988–2009 | Public company leadership; strategy and M&A execution |
| Granite Broadcasting Corporation | Vice Chair | 2009 | Board leadership continuity |
| Goldman, Sachs & Co. | COO, Corporate Finance Department; Vice President, Investment Banking | 1976–1988 (joined 1971) | Built operational infrastructure (IT, document production, training, recruiting); led public/private financings and M&A advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American International Group, Inc. (AIG) | Director | 2011–2024 | Audit; Nominating & Corporate Governance; previously Chair of Compensation & Management Resources |
| Natura &Co Holding S.A. (NTCO) | Director | 2020–2023 | Corporate Governance Committee |
| Avon Products, Inc. | Director; Lead Independent Director | 2002–2020 (acquired by Natura) | Board leadership and governance |
| Pfizer, Inc. (PFE) | Director | 1997–2020 (until Viatris combination) | Chair, Regulatory & Compliance; member, Governance & Sustainability; previously Chair, Audit |
| Big Brothers Big Sisters of New York City | Trustee | Not disclosed | Non-profit governance |
| Blue Meridian Partners | Vice Chairman; Lead Director | Not disclosed | Philanthropic partnership governance |
| Occidental College | Trustee; Vice Chair of Investment Committee | Not disclosed | Endowment oversight |
| Orca Biosystems, Inc. | Advisory | Not disclosed | Private biotech advisory |
Board Governance
- Committee assignments: Audit Committee member; Compliance and Risk Oversight Committee member .
- Independence: The Board determined Mr. Cornwell is independent under NASDAQ rules .
- Attendance and engagement: In 2024, the Board met 7 times and all directors standing for re-election (including Mr. Cornwell) attended >75% of aggregate Board and committee meetings; through Oct 20, 2025, the Board met 9 times and directors standing for re-election attended >75% .
- Executive sessions: Independent directors held five executive sessions in 2024 and six from Jan 1, 2025 to Oct 20, 2025, chaired by the independent Board Chair .
- Board structure: Independent Chair (Melina Higgins) and CEO split roles; Chair sets agendas and presides at shareholder meetings; Vice Chair (Mark Parrish) serves on Executive Committee .
- Committee oversight scope: Audit oversees financial reporting, internal controls, auditor, and related party transactions; Compliance & Risk Oversight covers enterprise risk, compliance, data security/cybersecurity, and appoints the Chief Compliance Officer .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $150,000 | Standard director retainer |
| RSUs (Grant Date Fair Value) | $225,001 | Annual director equity grant; RSUs granted in 2024 vested on March 4, 2025 |
| All Other Compensation | $20,000 | Matching gift under Director Matching Gift Program |
| Total | $395,001 | Cash ~38%, Equity ~57%, Other ~5% (derived from above) |
| Component (2025 Structure) | Amount (USD) | Notes |
|---|---|---|
| Board Member Retainer | $150,000 | Unchanged from 2024 |
| Chair of the Board Compensation | $225,000 | Not applicable to Cornwell |
| Vice Chair Compensation | $50,000 | Not applicable to Cornwell |
| Committee Chair Fee | $25,000 | Not applicable (not a chair) |
| Executive Committee Member Fee | $25,000 | Not applicable |
| Annual Equity Grant (RSUs) | $225,000 | Standard director equity |
| Matching Gift Program | Up to $20,000 | Company matches qualifying charitable contributions |
Ownership guidelines for Non-Employee Directors require holding common stock valued at 5x the annual cash retainer within five years; unvested RSUs (including DEUs) count toward compliance .
Performance Compensation
| Performance Metric | Applicability to Non-Employee Directors | Evidence |
|---|---|---|
| Performance-based equity (PSUs) | None disclosed for directors; annual grants are RSUs (time-based) | Director equity program specifies RSUs; no PSU metrics for directors |
| Cash incentive tied to metrics | None for directors | Director compensation consists of retainers, fees, and RSUs |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mr. Cornwell in 2025; his section lists former public company boards only .
- Prior interlocks: Multiple Viatris directors have past affiliations with Pfizer (e.g., Cornwell, Kilts, D’Amelio), which enhances industry knowledge but does not constitute a disclosed related-party transaction for Cornwell .
- Related-party transactions: No transactions involving Mr. Cornwell were disclosed; the related-party section discusses matters involving Rajiv Malik only .
Expertise & Qualifications
- CEO/public company management; corporate governance; finance/accounting/capital markets; global business; strategy and M&A; human capital management; information security; healthcare industry; legal/regulatory oversight .
- Built operational infrastructure for Goldman Sachs’ Corporate Finance Department during high growth, spanning IT, document production, training, and recruiting .
Equity Ownership
| Holder | Shares Beneficially Owned | Options/Restricted Shares Vesting Within 60 Days | % of Class |
|---|---|---|---|
| W. Don Cornwell | 80,342 | — | <1% |
- Unvested RSUs as of Dec 31, 2024: 18,977 (vested March 4, 2025 per award schedule) .
- Anti-hedging and anti-pledging policies are in place corporately; no pledging by Mr. Cornwell is disclosed .
Governance Assessment
- Strengths: Independent director with deep audit and compliance oversight roles; >75% meeting attendance; robust board governance framework (independent Chair; quarterly risk reviews; enterprise risk and cybersecurity oversight); director ownership guidelines align interests .
- Alignment: Director pay mix emphasizes equity via annual RSU grants; matching gift program is capped and transparent .
- Potential watch items: Board-approved waiver of mandatory retirement age for Cornwell to maintain continuity amid board refresh—acceptable rationale but merits ongoing succession planning scrutiny . The company faced a disappointing 2024 Say-on-Pay outcome tied to a former consulting arrangement; Board ended the arrangement and tightened incentive rigor, improving governance signals .
- Conflicts/related-party: No related-party transactions disclosed for Cornwell; Audit Committee oversight includes related-party transaction review .
Overall, Cornwell’s audit and compliance committee engagement, independence, attendance, and equity-based compensation support investor confidence, with succession planning and continued responsiveness to shareholder feedback remaining important governance priorities .