Bausch & Lomb Corp DEF 14A, filed Apr 29, 2024
Bausch & Lomb Corp (BLCO)
About this DEF 14A
Bausch & Lomb Corp filed this DEF 14A on April 29, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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Message from the Chairman of the Board and Chief Executive Officer
April 16, 2024
Dear Shareholders:
Having recently passed the one-year mark in my return to Bausch + Lomb, I’m more excited than ever about what the future holds. Last May, I introduced the Roadmap to Accelerate Growth, a multi-year plan to help us realize our full potential through a thoughtful and phased approach. While it’s still early in the process, progress on our Roadmap is reflected in our 2023 performance. We saw 10 percent reported revenue growth and 12 percent constant currency revenue growth(1) for the full year, despite having to overcome several operational challenges. We expect that growth to continue in 2024, which we anticipate will be one of the most active launch years in company history.
None of this would be possible without the efforts and collective buy-in from our global workforce. Fundamentally changing how we operate takes time, but the benefits for all stakeholders are clear.
I encourage you to learn more about our 2023 performance by visiting the Investors section of www.bausch.com, and to attend Bausch + Lomb’s Annual Meeting of Shareholders on Wednesday, May 29, 2024, at 10:00 a.m. (Eastern Daylight Time). Bausch + Lomb’s Board of Directors has decided to conduct the meeting in an exclusively virtual format via a live internet webcast, which we believe will facilitate broader shareholder attendance and participation.
Details on the meeting, including how to vote, follow. We appreciate your continued support of Bausch + Lomb, and I hope you share my excitement for 2024 and beyond.
Sincerely,
Brenton L. Saunders Chairman of the Board and Chief Executive Officer |
| (1) | Constant currency revenue growth is a non-GAAP ratio - see Appendix C for more information on non-GAAP financial measures and ratios. |
2024 PROXY STATEMENT 1
Notice of Annual Meeting of Shareholders
To the Shareholders of Bausch + Lomb Corporation:
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders (the “Meeting”) of Bausch + Lomb Corporation, a Canadian corporation (the “Company,” “we” or “our”), will be conducted in an exclusively virtual format at www.virtualshareholdermeeting.com/BLCO2024 at 10:00 a.m. Eastern Daylight Time, on Wednesday, May 29, 2024, for the following purposes:
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DATE AND TIME
To be held on Wednesday,
LOCATION
BAUSCH + LOMB CORPORATION |
Proposals | Board Vote Recommendation |
For Further Details | ||||||||
| 1 | to elect ten directors to serve on the Company’s board of directors (the “Board”) until the close of the 2025 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director’s earlier resignation or removal; | vote FOR all nominees | page 5 | ||||||||
| 2 | to approve, in an advisory vote, the compensation of our named executive officers; | vote FOR | page 40 | ||||||||
| 3 | to approve an amendment and restatement of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan to increase the number of common shares authorized for issuance thereunder; | vote FOR | page 72 | ||||||||
| 4 | to appoint PricewaterhouseCoopers LLP to serve as the Company’s auditor until the close of the 2025 Annual Meeting of Shareholders and to authorize the Board to fix the auditor’s remuneration; | vote FOR | page 81 | ||||||||
| Other Items of Business | |||||||||||
| 5 | to receive the audited consolidated financial statements of the Company for the year ended December 31, 2023, and the auditor’s report thereon; and | ||||||||||
| 6 | to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof. | ||||||||||
The record date for the Meeting is April 23, 2024. Only shareholders at the close of business on April 23, 2024 will be entitled to notice of, and to vote at, the Meeting. The management proxy circular and proxy statement that accompanies this Notice of Annual Meeting of Shareholders contains additional information regarding the proposals to be considered at the Meeting, and shareholders are encouraged to read it in its entirety before voting.
We encourage shareholders to vote as soon as possible.
To be valid, your vote or proxy appointment must be received by Broadridge Financial Solutions, Inc. by no later than 10:00 a.m. (EDT) on May 28, 2024, or, if the Meeting is adjourned or postponed, not less than 48 hours (not including Saturdays, Sundays or applicable Canadian holidays) prior to the reconvened Meeting (the “proxy deadline”). Nonregistered shareholders should return their voting instruction forms to their intermediary using one of the above methods by the date specified in their voting instruction form, and in any case at least one business day in advance of the proxy deadline (or such earlier deadline as your intermediary may specify on your proxy card or voting instruction form). For additional information on how to vote, please see “Questions About Voting” starting on page 91 in the accompanying management proxy circular and proxy statement.
By Order of the Board of Directors,
A. Robert D. Bailey
Executive Vice President and Chief Legal Officer
Dated: April 16, 2024
2
Table of Contents
About this Proxy Statement
This Management Proxy Circular and Proxy Statement (“Proxy Statement”) contains information about the 2024 Annual Meeting of Shareholders of Bausch + Lomb Corporation which will be held at 10:00 a.m. Eastern Daylight Time, on Wednesday, May 29, 2024, and at any adjournments or postponements thereof (the “Meeting”), for the purposes set forth in this Proxy Statement and in the accompanying Notice of Annual Meeting of Shareholders. In this document, the words “Bausch + Lomb,” “B+L,” the “Company,” “we,” “our,” “ours,” “us” and similar terms refer only to Bausch + Lomb Corporation and not to any other person or entity. References to “US$” or “$” are to United States dollars. Unless otherwise indicated, the statistical and financial data contained in this Proxy Statement are as of April 2, 2024. Links to websites included in this Proxy Statement are provided solely for convenience purposes. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the U.S. Securities and Exchange Commission (the “SEC”) or the Canadian Securities Administrators (the “CSA”).
Cautionary Note Regarding Forward-looking Statements
This Proxy Statement may include forward-looking statements, which may generally be identified by the use of the words “anticipates,” “hopes,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties discussed in Bausch + Lomb’s filings with the SEC and the CSA, which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Bausch + Lomb undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this Proxy Statement or to reflect actual outcomes, unless required by law.
2024 PROXY STATEMENT 3
Proxy Summary
PROPOSAL 1
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Election of Directors
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| + The Board of Directors of the Company (the “Board”), acting upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the following ten directors to serve on the Board until the close of the Company’s 2025 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director’s earlier resignation or removal: | |||||
| + Thomas W. Ross, Sr. | + Sarah B. Kavanagh | + Russel C. Robertson | |||
| + Nathalie Bernier | + Karen L. Ling | + Brenton L. Saunders | |||
| + Gary Hu | + John A. Paulson | + Andrew C. von Eschenbach, M.D. | |||
| + Brett Icahn | |||||
+ Each nominee is highly qualified to serve through prior senior leadership roles and/or experience with other public companies.
+ The nominees bring a wide range of attributes, competencies, and experiences to the Board, with 50% being gender and/or ethnically diverse.
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| The Board recommends a vote FOR each nominee for director. | See page 5 | ||||
PROPOSAL 2
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Advisory Vote on Executive Compensation
+ A significant portion of the compensation opportunity provided to our named executive officers is performance-based and linked to satisfying our financial targets and strategic initiatives.
+ We engage an independent compensation consultant and conduct ongoing shareholder engagement to inform our compensation program.
+ We maintain several shareholder-friendly compensation practices, which further align the interests of our executives with those of our shareholders, including among other things, performance-based equity grants, share ownership guidelines, and holding requirements.
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| The Board recommends a vote FOR this Proposal. | See page 40 | ||||
PROPOSAL 3
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Approval Vote of Amendment and Restatement of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan (“Omnibus Plan”) to Increase the Number of Common Shares Authorized for Issuance Thereunder
+ The Board, acting upon the recommendation of the Talent and Compensation Committee, is recommending an increase in the number of common shares of the Company (“B+L Common Shares”) authorized for issuance under the Omnibus Plan by an additional 14,000,000 B+L Common Shares.
+ The Board and Talent and Compensation Committee carefully considered anticipated future equity needs, historical equity incentive compensation practices and the advice of the independent compensation consultant before recommending this increase.
+ They concluded that this proposed increase represents a reasonable amount of additional equity dilution, while allowing the continued award of equity incentives, which is an important component of our compensation program.
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| The Board recommends a vote FOR this Proposal. | See page 72 | ||||
PROPOSAL 4
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Ratification of Appointment of Independent Registered Public Accounting Firm
+ The Board, acting upon the recommendation of the Audit and Risk Committee, is recommending that PricewaterhouseCoopers LLP (“PwC”) be appointed as our auditor until the close of the Company’s 2025 Annual Meeting of Shareholders.
+ Shareholders are asked to vote for the appointment of PwC as auditor and to authorize the Board to fix the auditor’s remuneration.
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| The Board recommends a vote FOR this Proposal. | See page 81 | ||||
4
Election of Directors and Corporate Governance
PROPOSAL 1
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Election of Directors
Background
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| The Board recommends that you vote FOR each director nominee. | ||
We have ten director nominees standing for election at the Meeting. Under the Canada Business Corporations Act (the “CBCA”), directors are elected annually. Directors elected at the Meeting will hold office until the close of the 2025 Annual Meeting of Shareholders of the Company, their successors are duly elected or appointed, or such director’s earlier resignation or removal. In an uncontested election, each director nominee is elected only if the number of votes cast in their favor represents a majority of the votes cast “for” and “against” them by the shareholders. In the event a director election becomes contested, votes “against” will be treated as votes “withheld”, with directors receiving the most “for” votes becoming elected.
Each of the ten director nominees has established his or her eligibility and willingness to serve on the Board. Set forth in the section titled “Director Nominees” beginning on page 7 are the names of the director nominees together with details about their backgrounds and experience. Also indicated is the number of the Company’s securities beneficially owned, controlled or directed, directly or indirectly, as of April 2, 2024, by each of the director nominees, as well as the aggregate value based on the $16.42 per share closing price B+L Common Shares as reported on the New York Stock Exchange (“NYSE”) on April 2, 2024. For each director nominee, you will find a record of attendance at meetings of the Board and the committees of the Board on which such director nominee served during 2023, if applicable.
The Board has determined that nine of the ten director nominees are independent within the meaning of all applicable securities regulatory and stock exchange requirements in Canada and the United States. In addition, in accordance with the applicable stock exchange requirements and Board committee charters, the Board has determined that all members of the Board’s Audit and Risk Committee, Talent and Compensation Committee and Nominating and Corporate Governance Committee are independent directors.
Unless otherwise instructed, the designated proxyholders intend to vote FOR the election of the ten director nominees proposed by the Board in this Proxy Statement. If, for any reason, at the time of the Meeting any of these director nominees are unable or unwilling to serve, the Board may choose to fix its size at a smaller number (so long as such number is within the range provided in the Company’s Articles of Incorporation (as amended)) or may appoint an additional director to fill the position following the Meeting.
2024 PROXY STATEMENT 5
Board Composition
Director Nominee Skills and Experience
| Skills and Experience | |||||||||||
Accounting/Financial Has significant financial or accounting experience in positions requiring an understanding of financial reporting, internal controls and compliance requirements. |
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Business Development/M&A Has significant experience evaluating, implementing or overseeing strategic business development opportunities. |
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CEO/President Has experience as a CEO or President at a company of comparable scale and complexity. |
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Clinical Has an advanced scientific or technological degree and related work experience in a scientific or technological field. |
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Consumer Has strategic or management experience involving consumer marketing or brand management. |
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Global Operations Has held a substantial leadership position in an organization that operates globally, particularly in regions in which the company operates. |
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Government/Regulatory Has worked closely with government organizations or has extensive legal, regulatory or public policy experience in highly regulated industries. |
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Human Resources/Compensation Has significant experience with human capital management, including setting company culture and attracting, motivating, developing and retaining talent. |
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Pharmaceutical/Healthcare Industry Has held an executive or operational role at a company in the pharmaceutical or healthcare industry. |
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Risk Management Has extensive experience evaluating and managing a company’s significant risks and opportunities, including those relating to environmental, social and governance matters. |
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| Nathalie Bernier |
Gary Hu |
Brett Icahn |
Sarah B. Kavanagh |
Karen L. Ling |
John A. Paulson |
Russel C. Robertson |
Thomas W. Ross, Sr. |
Brenton L. Saunders |
Andrew C. von Eschenbach, M.D. | |
| Board Tenure - Full Years | 2 | 2 | 2 | 2 | < 1 | 2 | 2 | 2 | 2 | 2 |
| Age (as of April 2, 2024) - Years Old | 60 | 36 | 44 | 67 | 60 | 68 | 76 | 73 | 54 | 82 |
| Gender | Female | Male | Male | Female | Female | Male | Male | Male | Male | Male |
| Ethnically/Racially Diverse | ||||||||||
| Geographic Diversity | Canada | United States | United States | Canada | United States | United States | Canada | United States | United States | United States |
6
Director Nominees
Nine out of the ten proposed director nominees are incumbent directors from our 2023 Annual Meeting of Shareholders. Richard De Schutter decided to not seek re-election at the Meeting. As further discussed below, Karen Ling joined the Board on February 27, 2024. Each director elected at the Meeting will hold office until the close of the 2025 Annual Meeting of Shareholders, his or her successor is duly elected or appointed, or such director’s earlier resignation or removal.
The following narratives provide details about each of the director nominees’ background and experience, and summarize the specific attributes, competencies and characteristics that led to the determination of the Nominating and Corporate Governance Committee and the Board to nominate such individual as a director for election by the shareholders at the Meeting. In addition, each narrative lists the number of meetings of the Board and any applicable committee each director nominee attended during 2023, if applicable, and any public company directorships, other than with the Company, held by the nominees during the past five years. The narrative also sets out (i) the number of securities of the Company each director nominee beneficially owned, controlled or directed, directly or indirectly, as of April 2, 2024; (ii) the aggregate value of such securities based on the $16.42 per share closing price of B+L Common Shares on April 2, 2024, as reported on the NYSE; and (iii) the progress of each director nominee toward the director share ownership requirement established by the Board. For further detail regarding the share ownership requirement for non-employee directors, see the discussion in the section titled “Non-Employee Director Compensation Program — Directors’ Share Ownership” on page 37. For further detail regarding the share ownership requirement for Mr. Saunders, see the discussion in the section titled “Compensation Discussion and Analysis — Other Compensation Governance Practices — Share Ownership Guidelines” on page 57.
Messrs. Icahn and Hu were recommended by the Icahn Group (as defined below), a shareholder of ours and our parent company, Bausch Health Companies Inc. (“BHC”), and appointed to the Board on June 21, 2022 in connection with the amendment and restatement of the Director Appointment and Nomination Agreement originally entered into on April 28, 2022, copies of which are included as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”). Messrs. Ross, Paulson and Robertson, Dr. von Eschenbach and Mmes. Kavanagh and Bernier were recommended by our parent company, BHC, and appointed to the Board on April 28, 2022 in connection with the Master Separation Agreement originally entered into by BHC and the Company on March 30, 2022 and amended on April 28, 2022, copies of which are included as exhibits to our Annual Report. Mr. Saunders was recommended by the CEO Search Committee and appointed to the Board on February 15, 2023, effective March 6, 2023, to replace Mr. Joseph Papa who stepped down from his roles as CEO of the Company and member of the Board on March 6, 2023, as previously disclosed in our Current Report on Form 8-K filed with the SEC and on SEDAR+ on February 15, 2023. Ms. Ling was appointed to the Board on February 27, 2024, as previously disclosed in our Current Report on Form 8-K filed with the SEC and on SEDAR+ on February 28, 2024.
None of the directors or director nominees are related by blood, marriage or adoption to one another or to any executive officer of the Company.
2024 PROXY STATEMENT 7
| Nathalie Bernier, FCPA, FCA Quebec, Canada | INDEPENDENT | |||
| Corporate Director | ||||
| Age: 60 | Director since: 2022 | |||
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Background Ms. Bernier serves as an independent director of the Company having served as a director since April 2022. Ms. Bernier served as Chief Financial Officer and Senior Vice President Strategic and Business Planning at the Public Sector Pension Investment Board, a large Canadian pension investment manager from August 2015 to September 2019. Prior to this role, Ms. Bernier spent nearly 30 years as an Audit and Advisory Partner at Arthur Andersen LLP and at KPMG LLP, where she served as Regional Managing Partner (Quebec) and as a member of KPMG’s Canadian Leadership team. Ms. Bernier is currently a director of RF Capital Group Inc., a publicly traded company, where she is the Chair of the Risk Committee and member of the Audit Committee. Ms. Bernier is also a director of the board of Canada Enterprise Emergency Funding Corporation, a Canadian crown corporation, where she serves as Chair of the Audit Committee. She is also a director of the board of Les Proprieties Docteur Penfield Inc., a private company. Ms. Bernier holds a Bachelor of Commerce degree from McGill University. She is a fellow of the Chartered Professional Accountants in Canada.
The Board has determined that Ms. Bernier’s extensive experience as a public company board member and financial and accounting expertise qualify her to serve as a member of the Board.
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Current Public Company Directorships + RF Capital Group Inc.
2023 Meeting Attendance: + Board – 6/6 + Audit and Risk Committee – 8/8 + Science and Technology Committee – 4/4 |
Previous Public Company Directorships + None
Stock Ownership: + 197 B+L Common Shares – $3,235 + 34,432 restricted share units (21,575 vested – $354,262 and 12,857 unvested - $211,112) + Total Equity Value at Risk(1) – $357,497, representing 71% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 447% of the director’s annual retainer |
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| (1) | The “Total Equity Value at Risk” calculation for each director includes only B+L Common Shares and vested restricted share units held or controlled by the relevant director. It does not include the value of any options (as applicable) or unvested restricted share units. |
8
| Gary Hu Florida, USA | INDEPENDENT | |||
| Portfolio Manager, Icahn Capital LP | ||||
| Age: 36 | Director since: 2022 | |||
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Background Mr. Hu serves as an independent director of the Company having served as a director since June 2022. Mr. Hu has been a Portfolio Manager for Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, real estate and home fashion, since 2020. Prior to joining Icahn Capital LP, he held investment management roles at Silver Point Capital LP, a credit-focused investment firm, from 2012-2020 and Stockbridge Investors, the public securities affiliate of Berkshire Partners LLC, from 2010-2012. Mr. Hu has also served on the board of Dana Incorporated since 2022 and the board of International Flavors & Fragrances Inc., since February 2023, and was previously on the boards of Occidental Petroleum Corporation, Cloudera Inc. and Newell Brands Inc. Mr. Hu graduated from the University of Pennsylvania with a B.S. Econ in Finance and Accounting from The Wharton School and a B.A.S. in Computer Science from the School of Engineering and Applied Science.
The Board has determined that Mr. Hu’s experience as a portfolio manager and other investment management roles has provided him with experience in investing and finance and complex credit matters, which qualifies him to serve as a member of the Board.
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Current Public Company Directorships + Dana Inc. + International Flavors & Fragrances Inc. |
Previous Public Company Directorships + Occidental Petroleum Corporation + Cloudera Inc. + Newell Brands Inc.
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2023 Meeting Attendance: + Board – 6/6 + Audit and Risk Committee – 8/8 + Talent and Compensation Committee – 8/8 + Science and Technology Committee – 4/4 |
Stock Ownership: + 13,256 B+L Common Shares – $217,664 + 12,857 restricted share units (0 vested – $0 and 12,857 unvested - $211,112) + Total Equity Value at Risk – $217,664, representing 44% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 272% of the director’s annual retainer |
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2024 PROXY STATEMENT 9
| Brett Icahn Florida, USA | INDEPENDENT | |||
| Portfolio Manager, Icahn Capital LP | ||||
| Age: 44 | Director since: 2022 | |||
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Background Mr. Icahn serves as an independent director of the Company having served as a director since June 2022. He has also served on the board of our parent, BHC, since March 2021. He has been a Portfolio Manager for Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, real estate and home fashion, since October 2020. Before that, Mr. Icahn was a consultant for Icahn Enterprises L.P., where he exclusively provided investment advice to Carl C. Icahn with respect to the investment strategy for Icahn Enterprises’ Investment segment and with respect to capital allocation across Icahn Enterprises’ various operating subsidiaries from 2017 to 2020. Mr. Icahn was previously a member of the board of American Railcar Industries, Inc., Cadus Corporation, Dana Incorporated, Newell Brands Inc., Nuance Communications, Inc., Take-Two Interactive Software Inc., The Hain Celestial Group, Inc. and Voltari Corporation. Mr. Icahn received a B.A. from Princeton University.
The Board has determined that Mr. Icahn’s experience at the Icahn entities, his service as a director of multiple public company boards and his tenure as a Portfolio Manager provide him with expertise in investing and capital allocation, which qualifies him to serve as a member of the Board.
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Current Public Company Directorships + Bausch Health Companies Inc. |
Previous Public Company Directorships + American Railcar Industries, Inc. + Cadus Corporation + Dana Incorporated + Hain Celestial Group, Inc. + Newell Brands Inc. + Nuance Communications, Inc. + Take-Two Interactive Software Inc. + Voltari Corporation
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2023 Meeting Attendance: + Board – 6/6 + Nominating and Corporate Governance Committee – 4/4 |
Stock Ownership: + 13,256 B+L Common Shares – $217,664 + 12,857 restricted share units (0 vested – $0 and 12,857 unvested - $211,112) + Total Equity Value at Risk – $217,664, representing 44% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 272% of the director’s annual retainer |
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10
| Sarah B. Kavanagh Ontario, Canada | INDEPENDENT | |||
| Corporate Director | ||||
| Age: 67 | Director since: 2022 | |||
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Background Ms. Kavanagh serves as an independent director of the Company having served as a director since April 2022. She has also served on the board of our parent, BHC, since July 2016. From 2011 through May 2016, Ms. Kavanagh served as a Commissioner of the Ontario Securities Commission, where she also served as Chair of the audit committee starting in 2014. Between 1999 and 2010, Ms. Kavanagh served in various senior investment banking roles at Scotia Capital Inc. including Vice-Chair and Co-Head of Diversified Industries Group, Head of Equity Capital Markets, and Head of Investment Banking. Prior to Scotia Capital, she held several senior financial positions with operating companies. She started her career as an investment banker with a bulge bracket firm in New York. Since 2013, Ms. Kavanagh has been a director of Hudbay Minerals Inc., a publicly traded Canadian mining corporation. She also serves as a director of Sustainable Development Technology Canada. She previously served as a director of AST and AST Trust Company (Canada) (formerly Canadian Stock Transfer Company) and Cymax Technologies Group and as a member of the board of trustees of WPT Industrial REIT, formerly a publicly traded open-ended real estate investment trust. Ms. Kavanagh graduated from Harvard Business School with an MBA and received a Bachelor of Arts degree in Economics from Williams College.
The Board has determined that Ms. Kavanagh’s extensive experience of complex financial and capital markets issues at banking institutions and the Ontario Securities Commission, where she demonstrated leadership capability and extensive knowledge of complex financial and public policy issues, qualifies her to serve as a member of the Board.
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Current Public Company Directorships + Bausch Health Companies Inc. + Hudbay Minerals Inc.
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Previous Public Company Directorships + WPT Industrial REIT (formerly publicly traded) |
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| 2023 Meeting Attendance: + Board – 6/6 + Audit and Risk Committee – 8/8 + Nominating and Corporate Governance Committee – 4/4 |
Stock Ownership: + 5,808 B+L Common Shares – $95,367 + 12,857 restricted share units (0 vested – $0 and 12,857 unvested - $211,112) + Total Equity Value at Risk – $95,367, representing 19% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 119% of the director’s annual retainer |
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2024 PROXY STATEMENT 11
| Karen L. Ling New York, USA | INDEPENDENT | |||
| Corporate Director | ||||
| Age: 60 | Director since: 2024 | |||
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Background Ms. Ling serves as an independent director of the Company having served as a director since February 2024. She has previously served as Executive Vice President and Chief Human Resources Officer at American International Group, Inc., a multinational finance and insurance corporation, from 2019 to 2021 and, prior to that, at Allergan, a pharmaceutical company, from 2014 to 2019. She previously held senior human resources roles at Merck and Wyeth (now Pfizer). Ms. Ling serves as a director and chair of the Compensation and Human Capital Management Committee of iRhythm Technologies, Inc. and as a member of the Advisory Committee of Galderma. She previously served on the Boards of Mallinckrodt Plc and TherapeuticsMD Inc. Additionally, Ms. Ling is a member of the board of two nonprofits: ExpandEd Schools and the JED Foundation. She holds a B.A. in Economics from Yale University and a J.D. from the Boston University School of Law.
The Board has determined that Ms. Ling’s extensive experience as an executive officer of a large public company and as a board member of a leading health care company qualifies her to serve as a member of the Board.
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Current Public Company Directorships + iRhythm Technologies, Inc. |
Previous Public Company Directorships + TherapeuticsMD Inc. + Mallinckrodt Plc
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2023 Meeting Attendance: + N/A |
Stock Ownership: + 0 B+L Common Shares – $0 + 2,642 restricted share units (0 vested – $0 and 2,642 unvested - $43,382) + Total Equity Value at Risk – $0, representing 0% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 0% of the director’s annual retainer |
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12
| John A. Paulson New York, USA | INDEPENDENT | |||
| President, Paulson & Co. Inc. | ||||
| Age: 68 | Director since: 2022 | |||
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Background Mr. Paulson serves as an independent director of the Company having served as a director since April 2022. He has also served on the board of our parent, BHC, from June 2017 to May 2022 and rejoined the board of BHC as its Chair on June 2022. Mr. Paulson is the President and Portfolio Manager and member of the Board of Paulson & Co. Inc., an SEC-registered investment management company specializing in global mergers, event arbitrage and credit strategies, which he founded in 1994. Prior to forming Paulson & Co. Inc., Mr. Paulson was a Partner of Gruss Partners and a Managing Director in mergers and acquisitions at Bear Stearns. Mr. Paulson has been a director of BrightSphere Investment Group Inc., a publicly traded asset management holding company, since November 2018, and has served as Chairman of the Board since April 2020. He is the also the Chairman of the Board (and majority owner) of private companies, Steinway Musical Instruments, Inc. and P.F. Chang’s. Mr. Paulson previously served as a director of American International Group Inc., a multinational finance and insurance corporation, from May 2016 to June 2017. Mr. Paulson graduated with a degree in finance from New York University in 1978 and his MBA from Harvard Business School in 1980.
The Board has determined that Mr. Paulson’s extensive experience as president and portfolio manager of an SEC-registered investment firm and his understanding of business and financial strategy in challenging environments qualify him to serve as a member of the Board.
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Current Public Company Directorships + Bausch Health Companies Inc. + BrightSphere Investment Group Inc.
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Previous Public Company Directorships + American International Group Inc. |
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2023 Meeting Attendance: + Board – 6/6 + Nominating and Corporate Governance Committee – 3/4 |
Stock Ownership: + 12,500 B+L Common Shares – $205,250 + 19,038 restricted share units (6,181 vested – $101,492 and 12,857 unvested - $211,112) + Total Equity Value at Risk – $306,742, representing 61% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 383% of the director’s annual retainer |
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2024 PROXY STATEMENT 13
| Russel C. Robertson Ontario, Canada | INDEPENDENT | |||
| Corporate Director | ||||
| Age: 76 | Director since: 2022 | |||
|
Background Mr. Robertson serves as an independent director of the Company having served as a director since April 2022. He has also served on the board of our parent, BHC, since June 2016 and will be retiring from the BHC board following its 2024 annual meeting. From 2013 through August 2016, Mr. Robertson served as Executive Vice President and Head, Anti-Money Laundering, at BMO Financial Group (“BMO”), a diversified financial services organization. Prior to that role, he served as Executive Vice President, Business Integration, at BMO Financial Group, and as Vice Chair at BMO Financial Corp. from 2011. He joined BMO as interim Chief Financial Officer, BMO Financial Group in 2008 and was appointed Chief Financial Officer, BMO Financial Group in 2009. Before joining BMO, Mr. Robertson spent over 35 years as a Chartered Public Accountant. In this capacity, he held various senior positions with a number of major accounting firms, including Vice Chair, Deloitte & Touche LLP in Toronto, Canada, from 2002 to 2008, and Canadian Managing Partner, Arthur Andersen LLP, from 1994 to 2002. Mr. Robertson previously served on the boards of Hydro One Limited, Turquoise Hill Resources Ltd. and Virtus Investment Partners, Inc. Mr. Robertson holds a Bachelor of Arts degree (Honours) from the Ivey School of Business at the University of Western Ontario.
The Board has determined that Mr. Robertson’s extensive experience of complex financial matters at Deloitte & Touche LLP and Arthur Andersen LLP, in-depth knowledge of financial and accounting matters, understanding of financial strategy in challenging environments, and leadership capabilities in senior finance positions qualify him to serve as a member of the Board.
|
||||
|
Current Public Company Directorships + Bausch Health Companies Inc. |
Previous Public Company Directorships + Hydro One Limited + Turquoise Hill Resources Ltd. (formerly publicly traded) + Virtus Investment Partners, Inc.
|
|||
| 2023 Meeting Attendance: + Board – 6/6 + Audit and Risk Committee – 8/8 + Talent and Compensation Committee – 8/8 |
Stock Ownership: + 5,808 B+L Common Shares – $95,367 + 20,098 restricted share units (7,241 vested – $118,897 and 12,857 unvested - $211,112) + Total Equity Value at Risk – $214,264, representing 43% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 238% of the director’s annual retainer |
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14
| Thomas W. Ross, Sr. North Carolina, USA | INDEPENDENT | |||
| Lead Independent Director Director, Volcker Alliance and President Emeritus, University of North Carolina |
||||
| Age: 73 | Director since: 2022 | |||
|
Background Mr. Ross has served as Lead Independent Director of the Board since March 6, 2023. He served as Chairman of the Board from July 19, 2022 to March 6, 2023 and served as Lead Independent Director of the Company from May 2022 to July 18, 2022, having served as a director since April 2022. Mr. Ross has also served on the board of directors of Bausch Health Companies Inc. beginning in March 2016 and served as Bausch Health Companies Inc.’s Lead Independent Director from June 2016 to June 2022. Mr. Ross will be retiring from the BHC board following its 2024 annual meeting. He served as the President of Volcker Alliance from July 2016 until December 31, 2021. He now serves as a director to the Volcker Alliance. He is President Emeritus of the University of North Carolina (“UNC”), having served as President from January 2011 to January 2016. Mr. Ross was named the Sanford Distinguished Fellow in Public Policy at the Duke University Sanford School of Public Policy in 2016. Prior to becoming President of the UNC system, Mr. Ross served as President of Davidson College, Executive Director of the Z. Smith Reynolds Foundation, director of the North Carolina Administrative Office of the Courts, a Superior Court judge, chief of staff to U.S. Congressman Robin Britt, a member of the Greensboro, NC law firm Smith, Patterson, Follin, Curtis, James & Harkavy, and as an Assistant Professor of Public Law and Government at UNC Chapel Hill’s School of Government. Mr. Ross holds a B.A. in Political Science from Davidson College and a J.D. from University of North Carolina School of Law.
The Board has determined that Mr. Ross’s demonstrated leadership in senior management positions, extensive experience with corporate governance responsibilities and complex knowledge of legal, compliance and operational issues qualify him to serve as a member of the Board.
|
||||
|
Current Public Company Directorships + Bausch Health Companies Inc.
2023 Meeting Attendance: + Board – 6/6 + Nominating and Corporate Governance Committee – 4/4 + Talent and Compensation Committee – 8/8 |
Previous Public Company Directorships + None
Stock Ownership: + 12,500 B+L Common Shares – $205,250 + 12,857 restricted share units (0 vested – $0 and 12,857 unvested - $211,112) + Total Equity Value at Risk – $205,250, representing 41% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 257% of the director’s annual retainer |
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2024 PROXY STATEMENT 15
| Brenton L. Saunders Florida, USA | NOT INDEPENDENT | |||
| Chairman of the Board and Chief Executive Officer, Bausch + Lomb Corporation |
||||
| Age: 54 | Director since: 2023 | |||
|
Background Mr. Saunders has served as our Chairman of the Board and Chief Executive Officer since March 2023. He is currently the Chairman of The Beauty Health Company. He was Co-Founder and Chairman of Vesper Healthcare Acquisitions Corp., a specialty purpose acquisition company from July 2020 to May 2021. He was Chairman, President and Chief Executive Officer of Allergan and served in the role of President and Chief Executive Officer from July 2014 to May 2020 and Chairman from October 2016 to May 2020, having previously served as Chief Executive Officer and President, and as director, of Forest Laboratories, Inc., prior to its acquisition by Allergan. Prior to that, he served as Chief Executive Officer of Bausch & Lomb Incorporated, serving in this capacity from March 2010 until August 2013. Mr. Saunders also held a number of leadership positions at Schering-Plough, including the position of President of Global Consumer Health Care and was named Head of Integration for the company’s merger with Merck & Co. and for Schering-Plough’s acquisition of Organon BioSciences. Before joining Schering-Plough, Mr. Saunders was a partner and Head of Compliance Business Advisory at PricewaterhouseCoopers LLP. Prior to that, he was Chief Risk Officer at Coventry Health Care and Senior Vice President, Compliance, Legal and Regulatory at Home Care Corporation of America. Mr. Saunders began his career as Chief Compliance Officer for the Thomas Jefferson University Health System. Mr. Saunders previously served on the Board of Directors of BridgeBio Pharma, Inc., Cisco Systems, Inc., Glo Pharma, Hugel and Osmind. In addition to his current public company director positions, he serves as a member of the board of private companies including Cambrian Pharma, OcuTerra Therapeutics, Nextech Systems, LLC, Rapalogix Health, Inc. and Roam HQ Inc., where he is Chairman of the board.
The Board has determined that Mr. Saunders’ extensive experience in various aspects of health care and his leadership roles at several prominent global pharmaceutical and healthcare companies qualify him to serve as a member of the Board.
|
||||
|
Current Public Company Directorships + ARS Pharmaceuticals, Inc. + Beauty Health Company + OcuTerra Therapeutics |
Previous Public Company Directorships + Allergan plc + BridgeBio Pharma, Inc. + Cisco Systems, Inc. + Hugel (a semipublic company on the Korean exchange)
|
|||
2023 Meeting Attendance: + Board – 4/4 |
Stock Ownership: + 0 B+L Common Shares – $0 + 562,919 restricted share units (0 vested – $0 and 562,919 unvested - $9,243,130) + 1,414,429 performance share units + 1,887,786 options + Total Equity Value at Risk – $0 based on the value of the B+L Common Shares and vested restricted shares beneficially owned by him, but excluding all options, performance share units and unvested restricted share units
Mr. Saunders is subject to share ownership guidelines under the terms of his employment agreement with the Company, as further described in the section titled “Compensation Discussion and Analysis—Other Compensation Governance Practices—Share Ownership Guidelines” on page 57. |
|||
16
| Andrew C. von Eschenbach, M.D. Texas, USA | INDEPENDENT | |||
| President, Samaritan Health Initiatives, Inc. | ||||
| Age: 82 | Director since: 2022 | |||
|
Background Dr. von Eschenbach serves as an independent director of the Company having served as a director since April 2022. Dr. von Eschenbach has been the President of Samaritan Health Initiatives, Inc., a health care policy consultancy, and an Adjunct Professor at University of Texas MD Anderson Cancer Center, since 2010. He has served in advisory roles at Roivant Sciences Ltd, a pharmaceutical preparations company, since February 2023, a Senior Advisor of Orcosa, a clinical-stage life sciences company, since July 2022, the Milken Institute from 2011 to present and the Bipartisan Policy Center from 2019 to present. He served in the Davos Alzheimer’s collaborative group from December 2021 to December 2022. From 2005 to 2009, Dr. von Eschenbach served as Commissioner of the U.S. Food and Drug Administration (the “FDA”). He was appointed Commissioner of the FDA after serving for four years as Director of the National Cancer Institute at the National Institutes of Health. As a researcher, clinician and administrator, Dr. von Eschenbach served for twenty-six years at the University of Texas MD Anderson Cancer Center as Chairman of Urology, Director of the Prostate Cancer Research Program and Executive Vice President and Chief Academic Officer. He has served as a director of TriSalus Life Sciences, a publicly traded company engaged in medical equipment manufacture, and as a director of Wavebreak (formerly Wren Therapeutics, Ltd.), a private biopharmaceutical company. Dr. von Eschenbach is also a member of the board of the Regan Udall Foundation of the FDA, a non-profit organization formed to advance regulatory science and a member of the Advisory Board of Arbital Health. Dr. von Eschenbach previously served as a director on the boards of Radius Health Inc., Celularity, Inc., Bausch Health Companies Inc. and the Prostrate Cancer Foundation. He earned a B.S. from St. Joseph’s University and a medical degree from Georgetown University School of Medicine in Washington, D.C. He completed his residency in surgery and urology at Pennsylvania Hospital and University of Pennsylvania, respectively, and his urologic oncology fellowship at University of Texas MD Anderson Cancer Center.
The Board has determined that Dr. von Eschenbach’s extensive leadership experience in the public sector and at prominent medical systems in the United States and his understanding of operations and healthcare strategy in challenging environments qualify him to serve as a member of the Board.
|
||||
|
Current Public Company Directorships + TriSalus Life Sciences |
Previous Public Company Directorships + Bausch Health Companies Inc. + Celularity, Inc. + Radius Health, Inc.
|
|||
| 2023 Meeting Attendance: + Board – 6/6 + Nominating and Corporate Governance Committee – 4/4 + Science and Technology Committee – 4/4 |
Stock Ownership: + 12,500 B+L Common Shares – $205,250 + 12,857 restricted share units (0 vested – $0 and 12,857 unvested - $211,112) + Total Equity Value at Risk – $205,250, representing 41% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 257% of the director’s annual retainer |
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2024 PROXY STATEMENT 17
Director Nomination Process
The Board is responsible for nominating director candidates for election to the Board, and for appointing directors to the Board to fill any vacancies that may occur in between annual elections of directors. The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become directors and recommending to the Board director candidates for nomination either for election by shareholders or for appointment by the Board. In fulfilling this responsibility, the Nominating and Corporate Governance Committee considers, among other things, (i) the independence, skills, qualifications and experience of director candidates in a manner consistent with the selection criteria approved by the Board from time to time; (ii) the composition, competencies and skills of the Board as a whole, and the needs of the individual Board committees; (iii) the wide range of attributes, competencies, characteristics, experiences and backgrounds contemplated by the Company’s Board Diversity Policy, as described below; and (iv) in evaluating incumbent directors for re-nomination, the performance of such directors.
Earlier this year, our director nomination process resulted in the appointment of Karen Ling to the Board on February 27, 2024. We believe Ms. Ling’s background, skillset and experience will help bring a unique perspective to the Board and the Company.
The Company does not have a director retirement policy or set term limits for independent directors, because the Board does not believe either is necessary to provide for adequate Board refreshment. The Nominating and Corporate Governance Committee actively considers this issue in recommending to the Board director candidates for nomination for election by shareholders. Our current Board is comprised of directors who have served on our Board, including, as applicable, the board of BHC, the parent company of Bausch + Lomb, from less than one year to more than fifteen years.
Our Commitment to Diversity
At Bausch + Lomb, we recognize diversity and inclusion as a business imperative and strategic asset to our investors. In July 2023, upon the recommendation of the Nominating and Corporate Governance Committee, the Board amended its Corporate Governance Guidelines to incorporate the board diversity policy, which had previously been a standalone document. Diversity includes, but is not limited to, gender (including gender identity and expression), sexual orientation, disability, age, ethnicity (including visible minorities), aboriginal identity, religion, business experience, functional expertise, culture and geography. The Board and the Nominating and Corporate Governance Committee consider a wide range of attributes, competencies, characteristics, experiences and backgrounds, including specifically considering the number of diverse directors on the Board, when reviewing the Board composition in the director nomination and re-nomination process. The Nominating and Corporate Governance Committee oversees and annually evaluates the implementation and effectiveness, both as measured annually and cumulatively, of the board diversity policy (as it is incorporated in the Corporate Governance Guidelines), in conjunction with its director evaluation and nomination process and assesses effectiveness by reference to, among other things, the extent to which the current board and the nominees for election to the Board reflect stated diversity objectives. Any search firm engaged to assist in identifying candidates for appointment to the Board will be directed to consider the desire of the Company to have its board reflect a wide range of attributes, competencies, characteristics and backgrounds, including, but not limited to, gender (including gender identity and expression), sexual orientation, disability, age, ethnicity (including visible minorities), aboriginal identity, religion, business experience, functional expertise, culture and geography.
The Board has adopted a target of being composed of directors of whom at least 30% identify as women or otherwise identify as from a diverse community, including but not limited to directors who identify as aboriginal, a member of a visible minority or disabled. In 2023, the Board achieved 40% diversity, including gender and minority representation. Currently, three of our eleven directors are women, representing 27% of our directors and three directors represent visible minorities, representing 27% of our directors. None of our directors identify as a person with a disability or as an Aboriginal person. If all of our director nominees are elected by shareholders at the Meeting, three directors, representing 30% of our directors, will be women, three directors, representing 30% of our directors will be a member of a visible minority, and no directors will be a person with a disability or Aboriginal person. For a discussion of the Company’s policy regarding the level of diversity in executive officer positions, please see “Corporate Governance—Succession Planning; Diversity of Executive Leadership Team” on page 32.
18
Submitting Director Recommendations to the Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee will also consider director recommendations submitted by the Company’s shareholders. Shareholders who wish to have the Nominating and Corporate Governance Committee consider their recommendations should submit their recommendation in writing to the Nominating and Corporate Governance Committee, attention: Chair, Nominating and Corporate Governance Committee, Bausch + Lomb Corporation, 520 Applewood Crescent, Vaughan, Ontario, Canada L4K 4B4.
Director recommendations made by shareholders in such manner will undergo the same evaluation by the Nominating and Corporate Governance Committee and the Board as all other director nominees. For more detailed information on this evaluation process, please refer to the charter of the Nominating and Corporate Governance Committee, which is available on the Company’s website at www.bausch.com (under the tab “Investors” and under the subtab “Corporate Governance—Governance Documents”). For additional information regarding our director standards, please refer to our Corporate Governance Guidelines, which are available on the Company’s website at www.bausch.com (under the tab “Investors” and under the subtab “Corporate Governance—Governance Documents”).
In order for a director candidate nominated by a shareholder to be included as a nominee in the management proxy circular and proxy statement for an Annual Meeting of Shareholders of Bausch + Lomb, such shareholder’s nomination must satisfy the criteria and procedures prescribed under the CBCA and in Bausch + Lomb’s by-laws. For additional information regarding the deadlines and procedures for submitting such nominations to Bausch + Lomb, please see the discussion on page 90 under “Other Shareholder Proposals and Director Nominations for the 2025 Annual Meeting of Shareholders.”
Director Independence
The Board believes that, in order to be effective, our Board must be able to operate independently of management. As described in our Corporate Governance Guidelines, available on our website at www.bausch.com (under the tab “Investors” and under the subtab “Corporate Governance—Governance Documents”), a sufficient number of directors must satisfy the applicable tests of independence, such that the Board complies with all independence requirements under corporate and securities laws and stock exchange requirements applicable to the Company. The Corporate Governance Guidelines further provide that the Nominating and Corporate Governance Committee, as well as the Board, reviews the relationships that each director has with the Company in order to satisfy itself that these independence criteria have been met. On an annual basis, as part of our disclosure procedures, all directors complete a questionnaire pertaining to, among other things, share ownership, family and business relationships, and director independence standards. The Board must then disclose in the Company’s annual management proxy circular and proxy statement the identity of each of the independent directors and the basis for the Board’s determination for each of the directors who are not independent.
The Board is currently comprised of eleven members, but will revert to ten members upon Mr. De Schutter’s retirement. The Board has determined that ten of our eleven current directors (or 91%) are “independent directors” within the meaning of applicable regulatory and stock exchange requirements in Canada and the United States, as none of them have a material relationship with the Company that could be reasonably expected to interfere with their exercise of independent judgment. The ten independent directors currently on the board are:
| Mr. Ross (Lead Independent Director) | Mr. Icahn | Mr. Paulson |
| Ms. Bernier | Ms. Kavanagh | Mr. Robertson |
| Mr. De Schutter | Ms. Ling | Dr. von Eschenbach |
| Mr. Hu |
None of our current directors (all of whom are director nominees, with the exception of Mr. De Schutter) have entered into employment, service or similar contracts with us, with the exception of Mr. Saunders. On February 14, 2023, Mr. Saunders entered into an employment agreement with the Company to serve as the Company’s Chairman of the Board and Chief Executive Officer. Because Mr. Saunders is the Chief Executive Officer of the Company, the Board has determined that Mr. Saunders is not an independent director and will not be eligible to serve on the Audit and Risk Committee, the Talent and Compensation Committee, or the Nominating and Corporate Governance Committee.
2024 PROXY STATEMENT 19
Corporate Governance
Statement of Corporate Governance Practices
The Board is committed to sound and effective corporate governance practices with the goal of ensuring the Company’s financial strength and overall business success. Our governance practices are periodically assessed against those practices suggested by recognized governance authorities and are designed to maintain alignment with shareholder interests and key governance best practices.
Board and Committee Structure
Board Leadership Structure
| Brenton
L. Saunders Chairman of the Board and Chief Executive Officer |
Thomas
W. Ross, Sr. Lead Independent Director | |||||
| Independent Committee Chairs and Directors | ||||||
Our Corporate Governance Guidelines provide that our Board may determine from time to time the most effective leadership structure for the Company, including whether the same individual should serve both as Chairman of the Board and the CEO. Mr. Saunders, our CEO, also serves as Chairman of the Board. Due to his in-depth knowledge of the healthcare industry, Mr. Saunders is well positioned to identify and lead Board deliberations regarding important matters relating to the Company’s operations, strategic priorities, and overall development. The Board believes that serving as both CEO and Chairman of the Board enables Mr. Saunders to facilitate effective communication between Company management and the Board and to help ensure key issues and recommendations are brought to the attention of the Board. The Board believes that this leadership structure, in conjunction with the appointment of a Lead Independent Director, is the most effective for the Company at this time, and that the existing corporate governance practices effectively achieve independent oversight and management accountability.
Our Corporate Governance Guidelines also provide that, if the same individual serves as Chairman of the Board and the CEO, or if the Chairman of the Board is otherwise not independent, our Board shall appoint a Lead Independent Director. Our independent directors annually appoint a Lead Independent Director. Mr. Ross has been appointed to serve as Lead Independent Director. Mr. Ross has served in this role since the Bausch + Lomb Initial Public Offering (the “B+L IPO”) in May 2022, with a short stint as independent chairman, and previously served in such role with our parent, BHC. His extensive experience with our business and his corporate governance background have provided him with unique capabilities and insight which have positioned him well for this role.
The responsibilities of the Chairman of the Board are set forth in the Company’s Position Description for the Chairman of the Board, and the responsibilities of the Lead Independent Director are set forth in the Company’s Position Description for the Lead Independent Director. The Position Description for the Chairman of the Board is Exhibit A and the Position Description for the Lead Independent Director is Exhibit B to the Corporate Governance Guidelines, which are posted on the Company’s website at www.bausch.com (under the tab “Investors” and under the subtab “Corporate Governance—Governance Documents”). Mr. Saunders’ responsibilities as CEO are specified in the CEO Position Description, which was approved by the Board.
The responsibilities of the Lead Independent Director include: (i) fostering processes that allow the Board to function independently of management and encouraging open and effective communication between the Board and management of the Company; (ii) providing input to the Chairman on behalf of the independent directors with respect to Board agendas; (iii) presiding at all meetings of the Board at which the Chairman is not present, as well as regularly scheduled executive sessions of independent directors; (iv) in the case of a conflict of interest involving a director, if appropriate, asking the conflicted director to leave the room during discussion concerning such matter and, if appropriate, asking such director to recuse himself or herself from voting on the relevant matter; (v) communicating with the Chairman and the CEO, as appropriate, regarding meetings of the independent directors and resources and information necessary for the Board to effectively carry out its duties and responsibilities; (vi) serving as liaison between the Chairman and the independent directors; (vii) being available to directors who have concerns that cannot be addressed through the Chairman; (viii) calling meetings of the independent directors, as needed or when appropriate; (ix) being available for consultation and direct communication if requested by major shareholders; and (x) performing other functions as may reasonably be requested by the Board or the Chairman. In the event the Company appoints an independent Chairman of the Board, the responsibilities of the Lead Independent Director will be assumed by the independent Chairman of the Board.
20
Chairman Responsibilities |
||||
The Chairman will provide leadership to the Board in discharging its mandate as set out in the Charter, including by: |
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| + | leading, managing and organizing the Board consistent with the approach to corporate governance adopted by the Board from time to time | |||
| + | guiding the Board’s deliberations so that appropriate strategic and policy decisions are made | |||
| + | promoting cohesiveness among the directors | |||
| + | satisfying himself that the responsibilities of the Board and its committees are well understood by the Board and acting as spokesperson for the Board | |||
Board Committees
During 2023, the Board had four standing committees: the Audit and Risk Committee, the Talent and Compensation Committee, the Nominating and Corporate Governance Committee, and the Science and Technology Committee. During 2022, the Board created an ad hoc CEO Search Committee, which was disbanded in early 2023 following the selection of Mr. Saunders as our Chairman of the Board and Chief Executive Officer. The specific responsibilities of each of the Audit and Risk Committee, the Talent and Compensation Committee, the Nominating and Corporate Governance Committee, and the Science and Technology Committee are identified in the respective committee’s charter. Copies of the charters for each of the foregoing committees are available on our website at www.bausch.com (under the tab “Investors” and under the subtab “Corporate Governance—Governance Documents”) and are also available in print to shareholders upon request submitted to Investor Relations, Bausch + Lomb Corporation, 520 Applewood Crescent, Vaughan, Ontario, Canada L4K 4B4.
The Board has developed written position descriptions for the Chairs of each standing committee. The position description for the Chair of each standing committee is appended to the relevant committee’s charter. No position description was adopted for the Chair of the CEO Search Committee given the relatively short duration of its mandate.
The Chairman of the Board and representatives of the Company are expected to be available to respond to questions from shareholders at the Meeting.
The table below sets forth each current director’s membership on our Board committees:
|
Audit and Risk Committee |
Talent and Compensation Committee |
Nominating and Corporate Governance Committee |
Science and Technology Committee |
||||
| Nathalie Bernier | |||||||
| Richard U. De Schutter(1) | |||||||
| Gary Hu | |||||||
| Brett Icahn | |||||||
| Sarah B. Kavanagh | |||||||
| Karen L. Ling(2) | |||||||
| John A. Paulson | |||||||
| Russel C. Robertson | |||||||
| Thomas W. Ross, Sr. | |||||||
| Brenton L. Saunders(3)(4) | |||||||
| Andrew C. von Eschenbach, M.D. |
| (1) | Mr. De Schutter will not stand for re-election at the Meeting. |
| (2) | Ms. Ling joined the Board on February 27, 2024 and has not yet been appointed to any committee. |
| (3) | Chief Executive Officer |
| (4) | Chairman of the Board |
| Chair | |
| Member |
2024 PROXY STATEMENT 21
| Audit and Risk Committee | |
| Members |
Principal Responsibilities: As described in the Audit and Risk Committee Charter, the key responsibilities of the Audit and Risk Committee include:
+ responsibility for reviewing and recommending to the Board our annual financial statements and management’s discussion and analysis of results of operation and financial condition (“MD&A”) and reviewing and approving our interim financial statements and MD&A; + periodically meeting with our internal auditor and with our external auditor without management being present as contemplated in the Audit and Risk Committee Charter;
+ recommending to the Board the external auditor to be nominated for approval by the Company’s shareholders, as well as the compensation of the external auditor; and
+ establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing practices.
In accordance with the Audit and Risk Committee Charter, the Audit and Risk Committee also provides assistance to the Board in fulfilling its oversight function, including with respect to:
+ the quality and integrity of our financial statements;
+ compliance with the Code of Conduct and legal and regulatory requirements, including with respect to disclosure of financial information;
+ the qualifications, performance and independence of our external auditor;
+ the performance of our senior finance employees and internal audit function;
+ internal controls and certifications;
+ monitoring the appropriateness and effectiveness of the Company’s risk management systems and policies, including evaluating on a regular basis the effectiveness and prudence of senior management in managing the Company’s operations and the risks to which it is exposed; and
+ overseeing the Company’s compliance programs, policies and procedures, and investigating compliance matters. | |||
Sarah B. Kavanagh (Chair) |
||||
Nathalie Bernier |
Gary Hu |
Russel C. Robertson |
||
| Meetings
in 2023: 8 |
||||
The Audit and Risk Committee is comprised of four independent directors: Ms. Kavanagh (Chair), Ms. Bernier, Mr. Hu and Mr. Robertson.
The responsibilities, powers and operation of the Audit and Risk Committee are set out in the written charter of the Audit and Risk Committee. Pursuant to the Audit and Risk Committee Charter, each member of the Audit and Risk Committee is an independent director as defined and required by applicable regulatory and stock exchange rules. The Board has concluded that each member of the Audit and Risk Committee is “financially literate” as defined under National Instrument 52-110 — Audit Committees and as required under NYSE rules, and each of Ms. Bernier, Ms. Kavanagh and Mr. Robertson qualify as an “audit committee financial expert” under the regulations promulgated by the SEC.
The Audit and Risk Committee Charter provides that no member of the Audit and Risk Committee may hold 10% or more of the Company’s outstanding B+L Common Shares or serve simultaneously on the audit committee of more than two other public companies unless the Board determines that such simultaneous service would not impair his or her ability to serve effectively on the Audit and Risk Committee.
22
| Talent and Compensation Committee | |
| Members | Principal Responsibilities: As described in the Talent and Compensation Committee Charter, the key responsibilities of the Talent and Compensation Committee include:
+ reviewing and approving corporate goals and objectives in connection with the compensation of our CEO, evaluating the CEO’s performance in light of those goals and objectives, and (either as a committee or together with the other independent directors who satisfy the independence, “non-employee” and “outside director” requirements under the Talent and Compensation Committee Charter) determining and approving the compensation of the CEO based on such evaluation;
+ reviewing and approving each element of total compensation for all officers (as such term is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”));
+ reviewing and making recommendations to the Board regarding the adoption, amendment or termination of equity-based compensation plans;
+ reviewing and approving arrangements with executive officers relating to their employment relationships with us;
+ reviewing and approving any policies of the Company relating to the clawback, forfeiture, recoupment or recovery of any compensation;
+ administering clawback policies and taking any actions as permitted or required to facilitate the clawback, forfeiture, recoupment or recovery of compensation received by employees of the Company in accordance with such policies;
+ taking any actions as permitted or required by applicable law or the listing rules promulgated by the NYSE, TSX or any other stock exchange under which the common stock of the Company may be listed to facilitate the clawback, forfeiture, recoupment or recovery of compensation received by employees of the Company;
+ reviewing talent management and succession planning materials for key roles;
+ providing strategic supervision of our benefit plans, programs and policies; and
+ reviewing and recommending to the Board for approval the Compensation Discussion and Analysis to be included in the Company’s annual management proxy circular and proxy statement and/or annual report on Form 10-K and preparing the Talent and Compensation Committee Report. | |||
Richard U. De Schutter (Chair) |
||||
Gary Hu |
Russel C. Robertson |
Thomas W. Ross, Sr. |
||
| Meetings
in 2023: 8 |
||||
The Talent and Compensation Committee is comprised of four independent directors: Mr. De Schutter (Chair), Mr. Hu, Mr. Robertson and Mr. Ross. The responsibilities, powers and operation of the Talent and Compensation Committee are set out in the written charter of the Talent and Compensation Committee. In accordance with the Talent and Compensation Committee Charter, each member of the Talent and Compensation Committee is an independent director as defined and required by applicable regulatory and stock exchange rules.
Compensation Committee Interlocks and Insider Participation
Each of Mr. De Schutter, Mr. Hu, Mr. Robertson and Mr. Ross, representing all of the directors who served on the Talent and Compensation Committee during 2023, is (i) a non-employee director for purposes of Rule 16b-3 of the Exchange Act, as amended and (ii) an independent director. None of the members of the Talent and Compensation Committee is a current or former officer of the Company. There were no compensation committee interlocks with other companies in 2023 within the meaning of Item 407(e)(4)(iii) of Regulation S-K. See “Other Matters — Certain Related-Party Transactions” on page 84 for a description of related-party transactions.
2024 PROXY STATEMENT 23
Compensation
For details on the philosophy and approach adopted by the Talent and Compensation Committee with respect to compensation of our officers, please see “Compensation Discussion and Analysis” beginning on page 41.
The Talent and Compensation Committee has the authority to retain and compensate any consultants and advisors it considers necessary to fulfill its mandate. It shall, annually, or on an as-needed basis, specify the work to be performed by, and agree on the associated fees to be paid to, the compensation consultants. It shall also review annually the work performed and fees paid. In addition, the Talent and Compensation Committee Charter provides that the Talent and Compensation Committee shall report to the Board, on an annual basis, the nature of any additional work or non-Board based services conducted by any such compensation consultant and associated fees paid, if approved by the Chair of the Talent and Compensation Committee.
Periodically, and at least annually, the Talent and Compensation Committee selects and retains independent consultants to conduct comprehensive reviews and assessments of our policies, procedures and internal controls for setting compensation of the CEO and other members of senior management. The consultant prepares and submits relevant information and analyses to the Talent and Compensation Committee. As discussed below under “Compensation Discussion and Analysis,” in 2023, the Talent and Compensation Committee retained Pay Governance LLC (“Pay Governance”), as its independent consultant to provide advice on compensation matters. Pay Governance’s services included the following: (i) periodically reviewing our executive compensation programs, including base salary, short-term incentives, equity-based incentives, total cash compensation levels and total direct compensation of certain senior positions, against those of a peer group; (ii) advising the Talent and Compensation Committee with regard to the compensation packages of the CEO and other members of senior management; (iii) reviewing the proxy circular and proxy statement and specifically the Compensation Discussion and Analysis; and (iv) preparing materials for and attending select Talent and Compensation Committee Meetings. Pay Governance did not provide any additional services to the Company during the fiscal year 2023. The Talent and Compensation Committee has assessed, at the relevant times, the independence of Pay Governance and concluded that its engagement of Pay Governance did not raise any conflict of interest with the Company or any of the Company’s directors or executive officers.
The Talent and Compensation Committee considers the advice and analysis of the independent compensation consultants, together with other factors the Talent and Compensation Committee considers appropriate (including feedback from shareholders and corporate governance groups, market data, knowledge of the comparator group and personal knowledge and experience of the Talent and Compensation Committee members), in reaching its decisions and making compensation determinations for the CEO and executive officers.
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| Nominating and Corporate Governance Committee | |
| Members | Principal Responsibilities: As described in the Nominating and Corporate Governance Committee Charter, the key responsibilities of the Nominating and Corporate Governance Committee include:
+ identifying individuals qualified to become directors and recommending to the Board new nominees for election by shareholders or for appointment by the Board, and engaging the services of third party search firms to assist in identifying such individuals;
+ providing recommendations to the Board regarding the competencies and skills the Board should possess, and the qualifications of its directors;
+ making recommendations to the Board with respect to director compensation;
+ recommending for Board approval, if appropriate, revisions to our corporate governance practices and procedures;
+ developing new charters for any new committees established by the Board, if not otherwise mandated by the Board;
+ monitoring relationships and communication between management and the Board and monitoring emerging best practices in corporate governance;
+ assisting the Board in fulfilling its oversight responsibilities with respect to environmental, social and governance (“ESG”) programs and initiatives by overseeing management’s plans with respect to the identification and measurement of short- and long-term sustainability and other ESG-related objectives for the Company;
+ approving any material ESG-related commitments of the Company;
+ assessing compliance with the Company’s equity ownership guidelines for non-management directors;
+ reviewing the composition and mandate of the Board and each committee of the Board annually and, if appropriate, recommending to the Board any changes it considers desirable with respect thereto; and
+ overseeing our orientation process for new directors and our continuing education program for all directors. | |||
Thomas W. Ross, Sr. (Chair) |
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Brett Icahn |
Sarah B. Kavanagh |
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John A. Paulson |
Andrew C. von Eschenbach, M.D. |
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| Meetings
in 2023: 4 |
||||
The Nominating and Corporate Governance Committee is comprised of five independent directors: Mr. Ross (Chair), Mr. Icahn, Ms. Kavanagh, Mr. Paulson and Dr. von Eschenbach. The responsibilities, powers and operation of the Nominating and Corporate Governance Committee are set out in the committee’s written charter. As required by the Nominating and Corporate Governance Committee Charter, each member of the Nominating and Corporate Governance Committee is an independent director as defined and required by applicable regulatory and stock exchange rules.
2024 PROXY STATEMENT 25
| Science and Technology Committee | |
| Members |
Principal Responsibilities: As part of its mandate, the Science and Technology Committee’s key responsibilities include the following:
+ assisting and advising the Board on the Company’s strategic direction of, and investment in, research and development and technology;
+ reviewing, discussing and informing the Board of new and emerging trends in pharmaceutical science and technology;
+ reviewing and advising the Board regarding the quality, direction and competitiveness of the Company’s R&D programs through the evaluation of key metrics, industry updates and scientific breakthroughs, as applicable, provided by the Company and its Chief Medical Officer;
+ reviewing and advising the Board regarding the progress of the Company in achieving its long-term strategic R&D goals and objectives;
+ reviewing the Company’s R&D pipeline, and discussing opportunities for further product development and/or enhancements, including the scientific and technological review of business development and M&A opportunities; and
+ making recommendations as to which selected Company products in market or in development should be presented to the Board. | |||
Andrew C. von Eschenbach, M.D. (Chair) |
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Nathalie Bernier |
Richard U. De Schutter |
Gary Hu |
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| Meetings
in 2023: 4 |
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The Science and Technology Committee is comprised of four independent directors: Dr. von Eschenbach (Chair), Ms. Bernier, Mr. De Schutter and Mr. Hu. The Science and Technology Committee was established to assist and provide advice or recommendations to the Board on the Company’s strategic direction of, and investment in, research and development and technology and generally meets on a quarterly basis where it receives reports from the Company’s EVP of Research & Development and Chief Medical Officer and other stakeholders.
Meetings of the Board
The Board meets regularly, at least once per quarter, including at least once annually to review our strategic plan. Additional meetings can be called when necessary. In 2023, the Board had four regularly scheduled meetings and two ad hoc meetings to review specific matters. All agendas for Board and Board committee meetings are set by the Chairman of the Board in consultation with the Lead Independent Director and Board committee Chairs, as necessary.
During 2023, the Board had four standing committees: the Audit and Risk Committee, the Talent and Compensation Committee, the Nominating and Corporate Governance Committee and the Science and Technology Committee.
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Directors are expected to attend and participate in substantially all meetings of the Board and of all committees on which they serve. The Board and Board committee attendance records for 2023 for all of our directors are set forth below.
| Board Meetings (6) |
Audit and Risk Committee Meetings (8) |
Nominating and Corporate Governance Committee Meetings (4) |
Science and Technology Committee (4) |
Talent and Compensation Committee Meetings (8) |
Overall | |||||||||||||
| Director | # | % | # | % | # | % | # | % | # | % | # | % | ||||||
| Nathalie Bernier | 6 | 100 | 8 | 100 | — | — | 4 | 100 | — | — | 18/18 | 100 | ||||||
| Richard U. De Schutter(1) | 6 | 100 | — | — | — | — | 4 | 100 | 8 | 100 | 18/18 | 100 | ||||||
| Gary Hu | 6 | 100 | 8 | 100 | — | — | 4 | 100 | 8 | 100 | 26/26 | 100 | ||||||
| Brett Icahn | 6 | 100 | — | — | 4 | 100 | — | — | — | — | 10/10 | 100 | ||||||
| Sarah B. Kavanagh | 6 | 100 | 8 | 100 | 4 | 100 | — | — | — | — | 18/18 | 100 | ||||||
| Karen L. Ling(2) | — | — | — | — | — | — | — | — | — | — | — | — | ||||||
| Joseph C. Papa(3) | 1 | 100 | — | — | — | — | — | — | — | — | 1/1 | 100 | ||||||
| John A. Paulson | 6 | 100 | — | — | 3 | 75% | — | — | — | — | 9/10 | 90 | ||||||
| Russel C. Robertson | 6 | 100 | 8 | 100 | — | — | — | — | 8 | 100 | 22/22 | 100 | ||||||
| Thomas W. Ross, Sr. | 6 | 100 | — | — | 4 | 100 | — | — | 8 | 100 | 18/18 | 100 | ||||||
| Brenton L. Saunders(4) | 4 | 100 | — | — | — | — | — | — | — | — | 4/4 | 100 | ||||||
| Andrew C. von Eschenbach, M.D. | 6 | 100 | — | — | 4 | 100 | 4 | 100 | — | — | 14/14 | 100 | ||||||
| (1) | Mr. De Schutter will not stand for re-election at the Meeting. | |
| (2) | Ms. Ling joined the Board on February 27, 2024. | |
| (3) | Mr. Papa resigned from the Board effective March 6, 2023. The Board met once in camera in connection with the CEO transition without Mr. Papa. | |
| (4) | Mr. Saunders joined the Board on March 6, 2023. |
Executive Session
The Corporate Governance Guidelines provide that the independent directors of the Board may meet in executive session at any meeting of the Board, and that an opportunity shall be provided during the meeting for any member of the Board to make such a request. The independent directors generally meet in executive sessions without management present during their regularly scheduled Board and committee meetings, and on an as-needed basis during ad hoc meetings. Mr. Ross, our Lead Independent Director, presides over executive sessions of the Board, and the committee chairs, all of whom are independent, preside over executive sessions of the Committees. During 2023, our independent directors held executive sessions at each of the four regularly scheduled Board meetings.
Annual Meeting of Stockholders
Although we do not have a formal policy requiring our directors to attend our annual meetings of shareholders, we expect all directors to attend our annual meetings absent exceptional circumstances.
Annual Evaluation Process
The Nominating and Corporate Governance Committee annually develops and recommends processes for assessing the performance and effectiveness of the Board and the committees of the Board and reports the results of such assessments to the Board on an annual basis. In 2023, the Nominating and Corporate Governance Committee recommended to the Board that a third-party facilitator with deep experience in corporate governance matters and assessments of board effectiveness be engaged to conduct board and committee evaluations. The Nominating and Corporate Governance Committee and Board discussed the evaluation at their meetings in February 2023.
The Nominating and Corporate Governance Committee also annually reviews director compensation and makes recommendations regarding director compensation. The committee retains Pay Governance to assist with evaluating and making these recommendations. For additional information regarding the compensation of our non-employee directors, and the role of the Nominating and Corporate Governance Committee in reviewing and recommending changes to non-employee director compensation, please see “Non-Employee Director Compensation” on page 35.
2024 PROXY STATEMENT 27
Director Orientation and Continuing Education
The Nominating and Corporate Governance Committee oversees new director orientation and director continuing education. Orientation is tailored to the needs of each new director depending on his or her prior experience and knowledge of the Company or industry acquired before joining the board and committee appointments. New directors meet with existing directors, executive officers, members of management and third-party advisors for informational briefings and are invited to visit our off-site facilities. Director continuing education is provided to assist directors in maintaining or enhancing their skills and abilities as directors and updating their knowledge and understanding of the Company and the vision care industry. Management and outside advisors provide informational and educational sessions to the Board and its committees as necessary to keep the directors up to date with respect to matters relating to the Company, its business and the environment in which it operates as well as with developments relating to the responsibilities of directors. Directors may attend outside industry conferences and educational seminars that are relevant to their roles at the Company’s expense, with the approval of the Chairman of the Board. In addition, the Company sponsors membership by each director to the National Association of Corporate Directors. In 2023, our directors participated in outside seminars and conferences on educational topics that included financial reporting, audits, regulatory developments, tax, privacy and cybersecurity, risk ownership and management and environmental, social and governance, corporate governance and contemporary optometry.
Key Areas of Board Oversight
Board Oversight Overview
The Board is responsible for the overall stewardship of the Company and its business, including supervising the management of the Company’s business and affairs. The Board discharges this responsibility directly and through delegation of specific responsibilities to committees of the Board and to our officers. Under the charter of the Board (the “Board Charter”), the Board has established committees to assist with its responsibilities. Our current standing Board committees are: the Audit and Risk Committee, the Talent and Compensation Committee, the Nominating and Corporate Governance Committee, and the Science and Technology Committee.
Under the Board Charter, the Board is responsible for, among other things, the following corporate governance-related matters:
| (i) | overseeing the Company’s performance and the quality, depth and continuity of management needed to meet the Company’s strategic objectives; |
| (ii) | developing and approving the Company’s approach to and practices regarding corporate governance; |
| (iii) | succession planning; |
| (iv) | overseeing orientation and education programs for new directors and ongoing education opportunities for continuing directors; |
| (v) | reviewing, discussing and approving the Company’s strategic planning and organizational structure and supervising management to oversee that the strategic planning and organizational structure preserve and enhance the business of the Company and the Company’s underlying value; |
| (vi) | approving and assessing compliance with all significant policies and procedures by which the Company is operating, including Bausch + Lomb’s Code of Conduct (see description on page 34); |
| (vii) | reviewing the Company’s principal risks and assessing whether appropriate systems are in place to manage such risks; and |
| (viii) | ensuring the integrity and adequacy of the Company’s internal controls. |
The Board Charter is attached to this Proxy Statement as Appendix A and is available on our website at www.bausch.com (under the tab “Investors” and under the subtab “Corporate Governance – Governance Documents”).
Risk Oversight
The Board participates in risk management oversight, with a view of supporting the achievement of organizational objectives, including strategic objectives, improving long-term organizational performance and enhancing shareholder value. In addition, the Audit and Risk Committee assists the Board in monitoring and overseeing the Company’s Code of Conduct and compliance programs and policies, including with respect to cybersecurity risks, provides oversight for the Company’s global ethics and healthcare compliance program, and oversees the Company’s receipt and handling of business ethics reports received pursuant to the Company’s Business Ethics Reporting Policy. Various other committees of the Board also have responsibility for monitoring risk management in specific areas. For example, the Talent and Compensation Committee annually reviews and discusses with management the relationship between the Company’s compensation policies and practices and its risk management, including the extent to which those policies and practices create risks for the Company. In addition, the Nominating and Corporate Governance Committee periodically provides oversight with respect to risks associated
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with our corporate governance policies and practices, including our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee also oversees and reviews evaluations of the Board and each of our Board committees. Furthermore, the Science and Technology Committee oversees risks relating to (i) the Company’s product pipeline; (ii) R&D initiatives; and (iii) regulatory matters.
Under the supervision of the Board, management is responsible for assessing and managing the exposure to various risks. We have a global Enterprise Risk Management (“ERM”) office. The objectives of the ERM office include, but are not limited to, managing known risks through assessments and action plans, identifying emerging risks and reporting on the ERM process and risk findings to the Audit and Risk Committee on a quarterly basis.
Cybersecurity
Cybersecurity risk management is an integral part of our overall ERM program. In order to assess, identify, manage and address the risk of cybersecurity threats or incidents, we have established a Cybersecurity Risk Management Program, which uses a risk-based approach to implement multi-layered controls designed to enable Bausch + Lomb to maintain agility while protecting critical infrastructure and data. This program implements controls and frameworks designed to align with industry best practices, including those based on the National Institute of Standards and Technology Cybersecurity Framework, the Sarbanes-Oxley Act of 2002 and the Health Insurance Portability and Accountability Act (“HIPAA”). The Cybersecurity Risk Management Program is designed to identify potential vulnerabilities and threats and develop strategies to mitigate and remediate them. To assess, identify, manage, address and minimize the effects of a cybersecurity threat or incident, or a series of related cybersecurity threats or incidents, we undertake a range of activities, including monitoring our systems and networks, incident response planning, and employee training. We also have business continuity and disaster recovery plans in place in the event of a cybersecurity incident, which are regularly reviewed and updated as needed. We also regularly engage third-party assessors, consultants, auditors, and other experts to help identify, assess and address potential threats or incidents.
For further information on the corporate governance structures we employ as part of our Cybersecurity Risk Management Program, please refer to our Annual Report.
Environmental, Social and Governance
As stated in our Sustainable Business Policy, Bausch + Lomb is committed to supporting and enhancing the communities in which we operate and continuously reducing the environmental impacts of our products, supply chain, manufacturing, distribution, sales and administrative support functions. Our sustainability principles are designed to support the achievement of Bausch + Lomb’s business objectives, meet the needs of patients, customers, consumers, regulators, and stakeholders today, while protecting and sustaining the community, the environment, and natural resources so they are available for future generations.
Bausch + Lomb is dedicated to fulfilling our mission of helping people see better to live better, and doing so sustainably. This requires being transparent and accountable regarding our sustainable business practices. To reflect this, we published our inaugural Environmental, Social, and Governance (ESG) Report in April 2023. The report showcases our 2022 progress with implementing a company-wide sustainability strategy and measured performance since our initial public offering on May 6, 2022. To determine which topics to address in the ESG report, we aligned with the Global Reporting Initiative (GRI) standards, the Sustainability Accounting Standards Board (SASB) standards for Biotechnology and Pharmaceuticals and the SASB standards for Medical Equipment and Supplies.
Building on the baseline we established in 2022, and the continual development of our sustainability strategy, we conducted a double materiality assessment in 2023. This double materiality assessment exercise identifies the critical environmental, social and governance issues from an impact and financial perspective. We identified 22 material topics that Bausch + Lomb considers significant and will disclose in our next ESG Report in May 2024. Our sustainability strategy development will focus on developing goals, targets and action plans to control our impacts, risks and opportunities associated with these material topics. We believe these efforts will position us for timely reporting for the European Union’s Corporate Sustainability Reporting Directive (CSRD), the U.S. Securities and Exchange Commission’s climate disclosure regulations, California’s Climate Corporate Data Accountability Act (SB 253) and Climate-Related Financial Risk Report (SB 261) regulations, and other pending requirements, if and when they come into force.
2024 PROXY STATEMENT 29
Board Oversight of ESG Matters
ESG governance and oversight allow us to understand, manage and hold ourselves accountable for the commitment to reduce the impacts we have on people and the planet.
The Board, and in particular the Board committees, are responsible for overseeing the identification of the principal risks of the Company’s business, including risks relating to ESG matters, and the implementation of appropriate systems to effectively monitor and manage such risks with a view to the long-term viability of the Company and achieving a proper balance between the risks incurred and the potential return to the Company’s shareholders.
The Audit and Risk Committee, Nominating and Corporate Governance Committee and Talent and Compensation Committee share responsibility for oversight of our ESG practices and programs.
| + | The Talent and Compensation Committee oversees human capital management programs and the processes, policies and governance related to our executive compensation practices; |
| + | The Audit and Risk Committee oversees our compliance and ethics programs; and |
| + | The Nominating and Corporate Governance Committee oversees Board governance practices, environmental programs and corporate governance policies. |
In its oversight role, the Board receives regular updates from each of these standing committees and from our leadership. The Nominating and Corporate Governance Committee receives a quarterly ESG status update that includes progress on the Company’s sustainability programs.
Our commitment to strong ESG practices and governance is also enshrined in our Sustainable Business Policy and annual ESG Report. Our Sustainable Business Policy is part of our commitment to supporting and enhancing the communities in which we operate and continuously reducing the environmental impact of our products, supply chain, manufacturing, distribution, sales, and administrative support functions.
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Key Areas of Focus and Progress
Below are a few examples of initiatives and highlights from our ESG initiatives in the past year:
| Environment Highlights |
| + | As of November 2023, we have collected more than 76 million units, or 464,100 pounds, of used contact lens, eye care and lens care packaging materials through our ONE by ONE and Biotrue® Eye Care recycling collection sites in the US since 2016. The ONE by ONE and Biotrue® Eye Care recycling programs have won the @The Business Intelligence Group Big Awards 2023 Sustainability Service of the Year award. |
| + | Our Rochester, New York contact lens manufacturing facility is home to one of the largest solar arrays of its kind—with 3,677 solar panels that reduce the Company’s carbon footprint by 800 tons of carbon dioxide per year. The facility is also Zero Waste to Landfill: Silver certified per UL2799 with a 94% waste diversion from landfill and 3% thermal processing (incineration) with energy recovery. |
| + | Our Lancaster, New York contact lens manufacturing facility has established and maintains a butterfly/pollination garden as part of our biodiversity plan. |
| + | Our Berlin, Germany pharmaceutical manufacturing facility has replaced 250 fire extinguishers with fluorine-free, high performance water fire extinguishers. |
| + | Our Aubenas, France pharmaceutical manufacturing facility continues to expand its solar array, adding 195 MWh to the existing 500 MWh system. The facility is also certified landfill free operation with incineration – energy recovery. |
| + | Our Waterford, Ireland facility utilizes an energy-efficient combined heat and power (CHP) plant that recovers thermal energy for heating. In addition, the facility houses a state-of-the-art nitrogen generation plant that eliminates the need for liquid nitrogen deliveries and reduces carbon dioxide emissions by 191 metric tons per year. |
| Social Highlights |
| + | We have five Employee Resource Groups (ERGs) with a combined membership of 500 employees: the Asian Heritage Network, Black and African Heritage Network, LGBTQ+ Network, Military Network and Women’s Inclusive Network (WIN). |
| + | Celebration of Culture: Throughout the year, our Diversity, Equity and Inclusion (“DE&I”) team and ERGs sponsored multiple events to energize and inspire our culture of belonging. Highlights from 2023 include: |
| + | Black History Month – Chef Rita Cooking Demo |
| + | International Women’s Day Keynote Speaker |
| + | Creating an Inclusive and Accessible Organization with RespectAbility |
| + | Mental Health Awareness and Self Compassion Keynote Speaker |
| + | Community Hope Food Truck Event for Memorial Day |
| + | Community Hope 5k for Flag Day |
| + | Fostering LGBTQ Allyship at Work |
| + | Black Music Appreciation with the Ladies of SKYYY |
| + | The Confidence Factor: Seven Key Aspects of Confidence |
| + | Celebrating Hispanic Heritage Month Keynote Speaker |
| + | Breast Cancer Awareness |
| + | Veterans Day Event featuring Kimberly Jung of Thayer Leadership |
| + | In 2023, we launched a Career Development Series focused on increasing internal career development within the Company, featuring a series of events including Writing Development Plans, Exploring Development Resources, Creating Your Personal Brand, and Growing Your Network. This series expands on existing learning and development resources available to all employees. |
| + | We also designed and piloted a six-month global mentorship program to increase mid-career development and to grow diversity, specifically among people of color and women in manager and director roles. Two new cohorts will begin in 2024 so that the program continues to reach global and diverse talent. |
| + | We achieved our corporate Not-to-Exceed Days Away Rate (DAR) goal of 6 with a rate of 6. DAR, a measure of the impact of workplace injuries and illnesses, is a key focus for our Environmental Health, Safety + Sustainability (EHS+S) teams. |
2024 PROXY STATEMENT 31
| Governance Highlights |
| + | We exceeded our Board diversity goal of 30%. |
| + | In 2023, over 99.5% percent of employees completed Code of Conduct and corporate governance training, which covers our anti-bribery and business ethics reporting policies. |
| + | We incorporated the Board’s diversity requirements within the Corporate Governance Guidelines. |
Succession Planning; Diversity of Executive Leadership Team
The Board regularly undertakes a thorough review of succession planning for the members of the Company’s Executive Leadership Team, including our CEO, over the course of the year, led by the efforts of the Talent and Compensation Committee. The Talent and Compensation Committee continuously reviews the Executive Committee and key positions within the Company to help ensure the continuity and comprehensiveness of succession planning company wide. Among other factors, the Talent and Compensation Committee considers the level of representation of women and other diverse groups in executive officer and managerial positions when making appointments and during succession planning by taking into account the overall number of women and members of other diverse groups currently serving in such roles at the Company and by actively considering women and other diverse candidates for such positions when they become available; however, the Company does not have a specific target number or date by which to achieve a specific level of representation of women, Aboriginal peoples, persons with disabilities and members of visible minorities in executive officer and managerial positions, as it considers a multitude of factors in determining the best person for any position. Women currently lead a substantial portion of our businesses and global functions, in the following roles: President, Vision Care; Executive Vice President and Chief Human Resources Officer; SVP and Chief Corporate Development & Digital Officer; SVP & GM Ophthalmic Pharmaceuticals and Market Access; Senior Vice President, R&D; Senior Vice President & Chief Information Officer; and VPs of Marketing, R&D, and Operations/Quality. Currently, although none of the Company’s executive officers are women, two of the Company’s executive leadership team members are women. Two (33.33%) of the Company’s executive officers are members of visible minorities. None of our executive officers identifies as a person with a disability or as an Aboriginal person.
The Board regularly receives exposure to executives, managers and other personnel in the organization by having the executives and managers participate in Board meetings and present on the Company’s business and strategy. The Board’s participation in these events provides significant exposure to the Company’s leadership team and strategic focus, which greatly enhances the Board’s ability to conduct succession planning, as well as to gain insight as it oversees organization risk and strategy.
CEO Search Committee
In 2022, an ad hoc CEO Search Committee, chaired by Mr. Icahn and comprised of five independent directors, Messrs. De Schutter, Icahn, Paulson and Ross and Dr. von Eschenbach, was formed by the Board to lead the search for our new CEO. The CEO Search Committee was disbanded in early 2023 following the appointment of Mr. Saunders as our Chairman of the Board and CEO. Each member attended 100% of the meetings of the committee, and no member of the committee was paid any incremental fees for his work. No position description was adopted for the Chair of the CEO Search Committee given the relatively short duration of its mandate.
Transaction Committee
In 2023, an ad hoc Transaction Committee, comprised of four directors, Ms. Kavanagh and Messrs. Icahn, Paulson and Saunders, was formed by the Board in connection with the Company’s acquisition of XIIDRA® and certain other ophthalmology assets from Novartis. The committee was disbanded following the consummation of the acquisition. The committee took action via written resolutions and no member of the committee was paid any incremental fees for their work. As there was no Chair of the Transaction Committee, no position description was adopted.
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Shareholder Outreach and Engagement
Throughout the year, Bausch + Lomb communicates with shareholders and other stakeholders through a variety of channels, including our annual and quarterly reports, quarterly earning conference calls, proxy statement, news releases and presentations at industry and investor conferences. Some of our shareholder engagement practices are outlined below:
| Event | Who We Engage With | Who Engages | What We Talk About | |||
| Annual Meeting | Shareholders | • The Board • Chairman of the Board • CEO • Senior management |
Business of the meeting (financial statements, director elections, say-on-pay, say-when-pay and other matters that may come before the meeting) | |||
| Quarterly Earnings Conference Calls |
Financial analysts | • CEO • CFO • Senior management |
Latest financial statement and management’s discussion and analysis. Bausch + Lomb’s earnings conference calls include a question-and-answer session | |||
| News Releases | Shareholders, financial analysts and media | • The Board • CEO • CFO |
Quarterly results and various corporate developments that occur throughout the year | |||
| Regular Meetings, Calls and Discussions |
Shareholders, financial analysts and media | • The Board • CEO • CFO • Senior management |
Responding to inquiries received | |||
| Investor and Industry Conferences |
Shareholders, financial analysts, media and other stakeholders | • CEO • CFO • Senior management |
Corporate developments and product updates |
Communication with the Board
Shareholders and other interested parties may contact the Company’s directors, the Chairman of the Board or independent directors in writing, as a group or individually, by directing their correspondence to the attention of Bausch + Lomb Investor Relations, Bausch + Lomb Corporation, 520 Applewood Crescent, Vaughan, Ontario, Canada L4K 4B4. Shareholders may contact the independent directors and/or the Chairman of the Board with the assistance of the Company’s Investor Relations Department. Shareholders or other interested persons can call or send a letter or email to:
Bausch + Lomb Corporation
Investor Relations
520 Applewood Crescent
Vaughan, Ontario, Canada L4K 4B4
Phone: (877) 354-3705
Email: ir@bausch.com
Shareholders and other interested parties may also contact the Company’s directors by calling the Company’s helpline in the United States and Canada at (877) 354-3705. Additional international telephone numbers are included in our Business Ethics Reporting Policy, which is available on our website at www.bausch.com (under the tab “Investors” and under the subtab “Corporate Governance – Governance Documents”). The Company’s Corporate Secretary will log incoming information and forward appropriate messages promptly to the director(s). Communications are distributed to the Board or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication.
Certain items that are unrelated to the duties and responsibilities of the Board will not be distributed to the Board, such as mass mailings, product complaints, product inquiries, new product suggestions, resumes and other forms of job inquiries, surveys and business solicitations or advertisements. In addition, material that is inappropriate or unsuitable will be excluded, with the provision that any communication that is excluded must be made available to any non-employee director upon request.
Communications that include information better addressed by the Audit and Risk Committee will be addressed directly by that Committee.
The Company has specifically consulted with its stakeholders on matters including executive compensation. See “Compensation Discussion and Analysis – Shareholder Engagement” beginning on page 45 for additional information.
2024 PROXY STATEMENT 33
Other Governance Policies and Practices
Ethical Business Conduct
Bausch + Lomb Code of Conduct
We adopted a written code of conduct (the “Code of Conduct”), that applies to all employees (including our officers) and directors of the Company and its worldwide subsidiaries. Among other things, the Code of Conduct is designed to deter wrongdoing and promote honest and ethical conduct, including (i) the ethical handling of actual or apparent conflicts of interest; (ii) full, fair, accurate, timely and understandable public disclosure; (iii) compliance with applicable laws and regulations; (iv) protection of the Company’s assets; and (v) maintaining a harassment-free work environment.
Within our Code of Conduct, we require all employees, including the CEO, senior finance executives and directors, to comply fully with all applicable securities laws, rules and regulations including with respect to press releases, disclosures and trading in the Company’s securities. Our employees and directors are required to maintain an understanding of, and ensure their compliance with, the Code of Conduct and all policies referenced in our Code of Conduct including the Business Ethics Reporting Policy, Corporate Disclosure Policy, Insider Trading and Blackout Policies and our Anti-Bribery Policy. Supervisors are responsible for maintaining awareness of the Code of Conduct, and we require all employees to report violations of the Code of Conduct. The Company conducts regular audits to test compliance with the Code of Conduct. Subject to the Board’s approval, responsibility for the establishment and periodic review and update of the Code of Conduct falls within the mandate of the Audit and Risk Committee.
All individuals subject to the Code of Conduct are obligated to promptly report violations and potential violations of law, the Code of Conduct, or policies of the Company referenced in the Code of Conduct. Such violations or suspected violations may be reported to the appropriate Company representative, or anonymously and confidentially through the Company’s business ethics hotline. All potential violations must in turn be reported to the Company’s Chief Legal Officer or Chief Compliance & Ethics Officer. The Board has established reporting procedures in order to encourage employees and directors to raise concerns regarding matters addressed by the Code of Conduct on a confidential basis free from discrimination, retaliation or harassment. Employees of the Company who violate the Code of Conduct may face disciplinary actions, including dismissal.
The Company has also adopted a Business Ethics Reporting Policy, which outlines how complaints regarding violations or perceived violations of Company policies, including the Code of Conduct and all applicable laws and regulations, are reported and investigated.
The foregoing description of the Code of Conduct is intended as a summary and does not purport to be complete. It is subject to, and qualified in its entirety by, reference to all of the provisions of the Code of Conduct, a copy of which is available on our website at www.bausch. com (under the tab “Investors” and under the subtab “Corporate Governance – Governance Documents”). These documents are also available in print to shareholders upon request. Shareholders may submit their request to Investor Relations, Bausch + Lomb Corporation, 520 Applewood Crescent, Vaughan, Ontario, Canada L4K 4B4.
We intend to satisfy disclosure requirements under the applicable U.S. federal securities laws regarding amendments to, or waivers of, any provision of the Code of Conduct including the Code of Ethics, by posting such information on the Company’s website at www.bausch.com (under the tab “Investors” and under the subtab “Corporate Governance – Governance Documents”).
34
Non-Employee Director Compensation Program
We maintain a non-employee director compensation program pursuant to which our non-employee directors are eligible to receive annual retainers and annual equity grants for their service on the Board and committees thereof, as follows:
| + | Board Member: Each non-employee director will receive an $80,000 annual cash retainer and an annual equity retainer in the form of RSUs with a target grant date fair value of $225,000 granted under our Omnibus Plan. These annual grants of RSUs vest and are deliverable immediately prior to the next annual meeting of shareholders, unless the director elects to defer issuance of the B+L Common Shares underlying the RSUs until the director’s separation from the Company, or “separation from service”. For 2023, our non-employee directors received an annual grant of 12,857 RSUs under the Omnibus Plan. In July 2023, at the recommendation of the Nominating and Corporate Governance Committee, the Board approved an increase of the annual equity retainer target grant date fair value by $15,000 from $225,000 to $240,000. |
| + | Non-Executive Chairman and Lead Independent Director: Non-employee directors will receive an additional $150,000 for their service as the non-executive chairman and $40,000 for their service as Lead Independent Director, as applicable. |
| + | Committee Chairs: Chairs of the Audit Committee, Nominating and Corporate Governance Committee, Science and Technology Committee, and Talent and Compensation Committee will receive an additional $25,000, $15,000, $15,000 and $20,000, respectively, as an annual cash retainer. |
| + | Committee Members: Non-chair members of the Audit Committee, Nominating and Corporate Governance Committee, Science and Technology Committee, and Talent and Compensation Committee will receive an additional $12,500, $7,500, $7,500 and $10,000, respectively, as an annual cash retainer. |
Under the non-employee director compensation program, our non-employee directors may elect to receive their fees in cash, in RSUs, or in a combination of cash and RSUs. RSUs received pursuant to this election are paid in a lump sum of the B+L Common Shares upon separation from service. All fees, whether payable in cash or RSUs, are delivered in quarterly installments. In addition to the above fees, directors are also reimbursed for their out-of-pocket expenses in connection with attending in-person meetings.
Our Nominating and Corporate Governance Committee administers the non-employee director compensation program and is required by its charter to periodically review and make recommendations to the full Board regarding the compensation of our non-employee directors. The Nominating and Corporate Governance Committee has sole authority under its charter to retain and/or terminate compensation consultants or compensation consulting firms as the Nominating and Corporate Governance Committee may deem appropriate in recommending non-employee director compensation.
2024 PROXY STATEMENT 35
2023 B+L Director Compensation Table
The table below shows the total compensation paid to each non-employee director who served on our Board during 2023.
| Name | Fees Earned or Paid in Cash
($)(1) |
Stock Awards ($)(1)(2)(3) |
All Other Compensation | Total ($) | ||||
| Nathalie Bernier(4) | — | 324,945 | — | 324,945 | ||||
| Richard U. De Schutter(4)(5) | — | 332,470 | — | 332,470 | ||||
| Gary Hu | 110,000 | 224,998 | — | 334,998 | ||||
| Brett Icahn | 87,500 | 224,998 | — | 312,498 | ||||
| Sarah B. Kavanagh(5)(6) | 112,500 | 224,998 | — | 337,498 | ||||
| John A. Paulson(4)(5) | — | 312,457 | — | 312,457 | ||||
| Russel C. Robertson(4)(5) | — | 327,453 | — | 327,453 | ||||
| Thomas W. Ross, Sr.(5) | 171,301 | (7) | 224,998 | — | 396,299 | |||
| Andrew C. von Eschenbach, M.D. | 102,500 | 224,998 | — | 327,498 |
| (1) | Numbers rounded to the nearest dollar. | |
| (2) | The amounts in this column reflect the aggregate grant date fair values of the annual equity awards granted in the form of RSUs to each of our non-employee directors in 2023 for their service on our Board under our Omnibus Plan, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Fair value is calculated using the closing price of B+L Common Shares on the date of grant for purposes of determining the individual grant amounts. The actual value, if any, realized by our non-employee directors for these awards is a function of the value of the shares if and when they vest. For additional information on how we account for equity-based compensation, see Note 13 to our consolidated financial statements in our Annual Report. In 2023, we granted each of our non-employee directors serving on our Board an annual equity award of 12,857 RSUs, which will vest on the date immediately preceding the date of the Annual Meeting of Shareholders. Ms. Bernier, Mr. De Schutter, Ms. Kavanagh, Mr. Robertson, Mr. Ross and Dr. von Eschenbach each elected to defer such annual equity award; accordingly, the B+L Common Shares underlying the RSUs awarded to them that vest will not be settled until their “separation from service.” | |
| (3) | As of December 31, 2023, each of our non-employee directors, other than Karen L. Ling (who was appointed in 2024), held 12,857 outstanding and unvested RSUs. In addition, Ms. Bernier, Mr. De Schutter, Mr. Paulson and Mr. Robertson also held 5,619, 6,042, 4,917 and 5,760 outstanding RSUs, respectively, that were granted pursuant to an election to receive the annual cash retainers in the form of vested RSUs, the settlement of which is deferred until the applicable non-employee director’s “separation from service.” | |
| (4) | Ms. Bernier, Mr. De Schutter, Mr. Paulson and Mr. Robertson each elected to receive 100% of their Board and committee retainers for 2023 in the form of RSUs, the settlement of which is deferred until their “separation from service”. The number of RSUs was determined by dividing the aggregate value of the portion of the director’s annual cash retainer covered by such election by the closing price of B+L Common Shares on the date of grant. | |
| (5) | Each of Messrs. De Schutter, Icahn, Paulson, Robertson and Ross and Ms. Kavanagh also served as non-employee directors of BHC during 2023 and received the following compensation from BHC in their capacity as such: |
| Name | Fees Earned or Paid in Cash ($) |
Stock Awards ($)(a) |
All Other Compensation | Total ($) | |||||
| Richard U. De Schutter | — | 42,285 | — | 42,285 | |||||
| Brett Icahn | — | 379,222 | — | 379,222 | |||||
| Sarah B. Kavanagh | 130,778 | 250,000 | — | 380,778 | |||||
| John A. Paulson | — | 500,000 | — | 500,000 | |||||
| Russel C. Robertson | — | 377,049 | — | 377,049 | |||||
| Thomas W. Ross, Sr. | 100,000 | 277,500 | — | 377,500 |
| (a) | The amounts in this column reflect the aggregate grant date fair values of the annual equity awards granted by BHC in the form of BHC RSUs to each of these non-employee directors in 2023 for their service on the BHC Board of Directors, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. As of December 31, 2023, the non-employee directors held the following outstanding BHC RSUs: |
| Name | Outstanding BHC RSUs | |
| Richard U. De Schutter | 52,115 | |
| Brett Icahn | 62,602 | |
| Sarah B. Kavanagh | 146,652 | |
| John A. Paulson | 202,419 | |
| Russel C. Robertson | 222,334 | |
| Thomas W. Ross, Sr. | 150,016 |
| (6) | Ms. Kavanagh’s fees earned were paid, on a quarterly basis, in Canadian Dollars (CAN). For purposes of this table, amounts have been converted from CAN to U.S. Dollars (USD) by using the following exchange rates, which were applicable on the following quarterly payment dates: (i) 1.3763, which was in effect on March 30, 2023; (ii) 1.3151, which was in effect on June 29, 2023; (iii) 1.3471, which was in effect on September 28, 2023; and (iv) 1.3599, which was in effect on December 15, 2023. | |
| (7) | Mr. Ross’ cash compensation includes his retainer for service as Independent Chairman for the period from January 1, 2023 to March 5, 2023 and as Lead Independent Director for the period from March 6, 2023 to December 31, 2023. |
36
Directors’ Share Ownership Guidelines
To support the alignment of directors’ interests with our interests and those of our shareholders, the Board has adopted share ownership guidelines for our non-employee directors. The directors’ share ownership guidelines, which are set forth in our Corporate Governance Guidelines, provide that each non-employee director is expected to hold or control B+L Common Shares, vested restricted or deferred share units, or a combination thereof, valued at five (5) times the annual Board cash retainer not later than the fifth anniversary of their election or appointment to the Board. Based on the current annual cash retainer of the Board of $80,000, the minimum value of equity each of our non-employee directors are required to hold is $400,000. Ms. Ling, who was appointed to the Board on February 27, 2024, will have until February 27, 2029, Messrs. Icahn and Hu, who were appointed to the Board on June 21, 2022, will have until June 21, 2027 and Messrs. Ross, Paulson and Robertson, Dr. von Eschenbach and Mmes. Kavanagh and Bernier, who were appointed to the Board on April 28, 2022, will have until April 28, 2027 to meet the director share ownership requirements described in this paragraph. Mr. De Schutter, who was appointed to the Board on April 28, 2022, is not standing for re-election at the Meeting. All of our non-employee directors are in the process of satisfying the director ownership requirement and have until the above noted dates to comply.
Mr. Saunders is excluded from the share ownership guidelines for non-employee directors. He is subject to share ownership guidelines established by our Talent and Compensation Committee, as further discussed in the section titled “Compensation Discussion and Analysis – Other Compensation Governance Practices – Share Ownership Guidelines” on page 57.
2024 PROXY STATEMENT 37
Executive Officers
The executive officers of the Company are as follows:
| Name | Age | Title |
| Brenton L. Saunders | 54 | Chairman of the Board and Chief Executive Officer(1) |
| Sam A. Eldessouky | 51 | Executive Vice President and Chief Financial Officer |
| A. Robert D. Bailey | 60 | Executive Vice President and Chief Legal Officer |
| Luc Bonnefoy | 57 | President, Surgical |
| Yehia Hashad, M.D. | 57 | Executive Vice President of Research & Development and Chief Medical Officer |
| Andrew J. Stewart | 49 | President, Global Pharmaceuticals and International Consumer |
| (1) | On February 15, 2023, we announced the appointment of Mr. Saunders as CEO of the Company, effective March 6, 2023. He replaced Mr. Papa who stepped down from his role as CEO on March 6, 2023, as previously disclosed in our Current Report on Form 8-K filed with the SEC and on SEDAR+ on February 15, 2023. |
Below is a description of each executive officer who is not also a director nominee of the Company.
Sam A. Eldessouky |
||||
|
Mr. Eldessouky has served as Chief Financial Officer of the Company since January 2022. Prior to that, Mr. Eldessouky was the Executive Vice President and Chief Financial Officer of BHC from 2021 to 2022 and Controller and Chief Accounting Officer from 2016 to 2021. In his role at BHC, he was responsible for overseeing the global controllership functions, including financial reporting, regional finance and global policies. Mr. Eldessouky’s role at BHC ceased in connection with the completion of the B+L IPO. Previously, he served as Senior Vice President, Controller and Chief Accounting Officer for Tyco International plc from 2012 to 2016. During his tenure at Tyco, Mr. Eldessouky led the efforts to redesign the controller’s organization and the implementation of an Enterprise Performance Management framework, and he played a significant role in the wholesale turnaround of Tyco’s business. He also played a key role in executing the spinoffs of Covidien and Tyco Electronics in 2006 and ADT NA and Flow Control in 2012. Prior to that, Mr. Eldessouky spent ten years at PwC, where he held several roles of increasing responsibility and served in PwC’s National Office providing technical accounting guidance on complex accounting matters. Mr. Eldessouky holds a Bachelor of Science in Accountancy from Ain Shams University and a master’s degree in Accounting and Finance from the University of Liverpool. He is a Certified Public Accountant (inactive) and Chartered Global Management Accountant. He served as a member of the Board of Trustees of Financial Executives Research Foundation and Financial Executives International. Additionally, Mr. Eldessouky served as a member of the Global Preparers Forum, an external advisory body to the International Accounting Standards Board, from 2007 to 2013. | ||||
A. Robert D. Bailey |
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|
Mr. Bailey has served as Chief Legal Officer of the Company since April 2023. He has more than 25 years of experience as a senior executive and more than 15 years as a chief legal officer at private and publicly traded companies in the health care industry, including formerly serving as EVP, Law, Policy and Communications at Bausch + Lomb from 2007 to 2013. He rejoined Bausch + Lomb from Datavant, a private health information technology company, where he most recently served as Chief Legal Officer from March 2022 to July 2023. Previously, he served as EVP, Chief Legal Officer and Corporate Secretary of Allergan plc from 2014 to 2020 and its predecessor companies, Forest Laboratories Inc. and Actavis plc. At Allergan, he led a legal team that closed more than 20 public and private M&A transactions, as well as several licensing arrangements. During his career, he also has led teams that defended and resolved a range of complex legal and regulatory matters, including investigations by the U.S. Securities and Exchange Commission and the U.S. Department of Justice; internal investigations; and intellectual property, antitrust, commercial, product liability and tax matters. Mr. Bailey began his legal career as an attorney at Nixon Peabody LLP before moving to Bausch + Lomb in 1994. Mr. Bailey has previously served as a director of TearClear, an innovator in the ophthalmic pharmaceutical field; as a member of the Board of Directors of the U.S. Chamber of Commerce Litigation Center; and as a member of the board of trustees of the Foundation for the Morristown (NJ) Medical Center. He received his bachelor’s degree from St. Olaf College and his J.D. from the University of Minnesota. | ||||
38
Luc Bonnefoy |
||||
|
Mr. Bonnefoy has served as President, Surgical since June 2023, after previously serving as Senior Vice President, Surgical, since November 2021. He has nearly 30 years of leadership experience in ophthalmology and has been with Bausch + Lomb for more than two decades, previously serving as Vice President, Surgical, International, from 2013 to 2021. Mr. Bonnefoy served as Vice President, EMEA, for Technolas Perfect Vision, GmbH, a Bausch + Lomb company, from 2009 to 2013. From 2002 to 2008, he was responsible for surgical marketing and sales development for EMEA, and for the surgical business unit in France. Mr. Bonnefoy holds a DESS degree in Microbiology/Genetic Engineering from Institut Pharmaceutique et Industrielle de Lyon (IPIL). | ||||
Yehia Hashad, M.D. |
||||
|
Dr. Hashad has served as Executive Vice President of Research & Development and Chief Medical officer of the Company since January 31, 2022. Dr. Hashad previously served as Senior Vice President and Head of R&D for Allergan Aesthetics (an Abbvie company) from May 2020 to August 2021. Prior to Allergan’s acquisition of Abbvie, from 2010 until May 2020, Dr. Hashad held a number of executive R&D positions at Allergan plc, including Senior Vice President, Head of Global Clinical Development from April 2019 to May 2020, Vice President and Global Head of Clinical Development, Ophthalmology, Dermatology and Medical Aesthetics from May 2017 to May 2020, and Vice President and Global Head of the Ophthalmology and Retina therapeutic areas from September 2013 to April 2019. From 2005 to 2010, Dr. Hashad held positions at Novartis Pharma AG, where he served as a Global Program Medical Director for age-related macular degeneration-related treatments. Prior to that, from 1996 to 2005, Dr. Hashad held several positions at T3A Pharma Group. Dr. Hashad obtained his medical degree and Master of Science in Medical and Surgical Ophthalmology from Cairo University and a business degree from INSEAD in France. He previously served on the boards of Applied Genetic Technologies Corporation, a publicly traded clinical-stage biotechnology company, the Glaucoma Research Foundation and the National Alliance of Eye and Vision Research and as board adviser for the University of California Irvine Research Center. | ||||
Andrew J. Stewart |
||||
|
Mr. Stewart has served as President, Global Pharmaceuticals and International Consumer since April 2023. He has more than 25 years of experience in the pharmaceutical industry. He joined Bausch + Lomb from AbbVie, where he most recently served as General Manager within the Eye Care franchise. At AbbVie and its predecessor company, Allergan plc, Mr. Stewart also previously had responsibility for the U.S. Retina business; led global marketing for the Eye Care franchise; and oversaw business development initiatives for the Eye Care franchise. Earlier in his career, Mr. Stewart served at Bristol Meyers Squibb for nearly 14 years in Global Clinical Operations and Pharmaceutical Development Operations of the R&D department, and at Merck & Co., Inc. for 7 years in the manufacturing division. Mr. Stewart obtained an MBA from the New York University Stern School of Business, a master’s degree in Environmental Science from Rutgers University and a bachelor’s degree in Chemical Engineering from the New Jersey Institute of Technology. | ||||
None of the executive officers are related by blood, marriage or adoption to one another or to any director or nominee for director of the Company.
2024 PROXY STATEMENT 39
Executive Compensation
PROPOSAL 2 |
||
Advisory Vote on Executive Compensation
Proposal No. 2 provides the Company’s shareholders with an opportunity to provide a nonbinding advisory vote related to compensation of the NEOs.
The Company has a “pay-for-performance” philosophy that forms the foundation of the executive compensation program for our NEOs. This philosophy and the executive compensation program approved by our Talent and Compensation Committee have been central to the Company’s ability to attract, retain and motivate individuals who are committed to achieving our mission of helping people see better to live better. Our compensation program is intended to link executive compensation to long-term business performance, while providing compensation opportunities that are competitive as compared to our peers and align the interests of our executives with those of our shareholders. Our programs also balance appropriate risk taking and incorporate shareholder feedback. Please refer to “Compensation Discussion and Analysis” starting on page 41 for detailed information regarding our executive compensation program for the NEOs.
Pursuant to Schedule 14A of the Exchange Act, we are asking for shareholder approval, in an advisory resolution, of the compensation of our NEOs as disclosed in this Proxy Statement in accordance with SEC rules. This disclosure is provided in the section titled “Compensation Discussion and Analysis,” including the compensation tables and the narrative discussion following the compensation tables. This vote is not intended to address any specific item of compensation, but rather the overall compensation program of our NEOs and the executive compensation policies and practices described in this Proxy Statement. The Board requests that shareholders endorse the compensation of our NEOs through the following resolution:
Resolved, that the shareholders approve, in an advisory resolution, the compensation paid to the NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and other narrative executive compensation disclosures, contained in this Proxy Statement.
This vote is advisory and therefore not binding on the Company, our Talent and Compensation Committee, or the Board. However, while the advisory vote is nonbinding, the Board and our Talent and Compensation Committee value the opinions of our shareholders and will take the outcome of the vote into consideration in the design of our executive compensation program going forward.
| ||
The Board recommends that the shareholders vote FOR Proposal No. 2. | ||
40
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (“CD&A”) section describes our compensation approach and programs for our NEOs for 2023. Our NEOs for 2023 are:
| Brenton L. Saunders, 54 |
Sam A. Eldessouky, 51 |
A. Robert D. Bailey, 60 |
Dr. Yehia Hashad, 57 |
Andrew J. Stewart, 49 |
||||||||||
| Chairman of the Board and Chief Executive Officer | Executive Vice President and Chief Financial Officer | Executive Vice President & Chief Legal Officer | Executive Vice President of Research & Development and Chief Medical Officer | President, Global Pharmaceuticals and International Consumer | ||||||||||
Following the appointment of Mr. Saunders in 2023, we announced a reshaping of our executive leadership team, setting the stage for accelerated growth and to propel the Company toward a highly competitive, efficient and effective future. Accordingly, in addition to our current NEOs, the following executive officers who departed during 2023 are also included as NEOs in this CD&A:
| + | Joseph C. Papa, former Chief Executive Officer – on February 15, 2023, the Company announced the appointment of Brent Saunders as Chairman and Chief Executive Officer of the Company, effective March 6, 2023. Mr. Papa continued serving as Chief Executive Officer of the Company through such date. Effective March 6, 2023, Mr. Papa resigned as Chief Executive Officer and a director. |
| + | Christina M. Ackermann, former Executive Vice President & General Counsel and President, Ophthalmic Pharmaceuticals – on April 12, 2023, the Company announced Ms. Ackermann’s employment would end effective April 28, 2023. |
| + | Joseph F. Gordon, former President, Global Consumer, Surgical and Vision Care – on June 1, 2023, the Company announced Mr. Gordon would transition to the new role of strategic advisor to the Chairman and Chief Executive Officer. On November 7, 2023, the Company announced that Mr. Gordon’s employment would end effective November 30, 2023. |
Executive Summary
2023 Performance Highlights
As a leading global eye health company, our vision is to protect and enhance the gift of sight for millions of people around the world. In 2023, we were focused on executing our Roadmap to Accelerate Growth, taking steps to rewire the Company for optimal performance in support of this vision. During phase one of this roadmap, we made progress against each area of focus:
| + | Grow revenue at or above market growth rates |
| + | Drive selling excellence across all businesses |
| + | Build an industry-leading business development platform |
| + | Cultivate leading digital capabilities in marketing, R&D, and manufacturing |
| + | Enhance agility and innovation |
2024 PROXY STATEMENT 41
We demonstrated strong performance in 2023, delivering revenue growth in all segments and across all key franchises. The following summarizes our financial results for 2023, as disclosed in our Annual Report and our associated earnings materials available on our website (www.bausch.com) and filed on SEDAR+ (www.sedarplus.ca):
| GAAP REVENUES of | GAAP NET INCOME of | ADJUSTED EBITDA (NON-GAAP)(i) of | GAAP CASH GENERATED FROM OPERATIONS of | ||||||
| $4,146M | ($260M) | $738M | ($17M) |
| (i) | This is a non-GAAP measure. Please see Appendix C for additional information and a reconciliation of our GAAP to non-GAAP financial measures and ratios. |
Based on our performance against the pre-established 2023 financial targets and strategic priorities, the total payout under our 2023 Annual Incentive Program was 104%, reflecting above target performance on Revenue and Strategic Priorities, but below target performance on Adjusted EBITDA. For additional details regarding our 2023 Annual Incentive Program, see page 46.
Our Compensation Philosophy and 2023 Compensation Program
Our compensation philosophy is to attract, retain, and motivate talented executives, including our NEOs, who are committed to researching, ideating, and engineering innovative eye health solutions with integrity, persistence, and excellence to achieve our mission of helping people see better to live better. Underpinning this philosophy is our compensation program, which is designed to focus executives on our long-term business performance, while providing compensation opportunities that are competitive as compared to our peers and align the interests of our executives with those of our shareholders.
A significant portion of total compensation is linked to satisfying our financial targets and strategic initiatives. Our strategic initiatives focus on areas that are critical to our success, including:
| + | cultivating a high-performance, results-oriented culture that creates a sense of belonging, drives retention, and inspires our employees; and |
| + | advancing our ESG program to further progress environmental sustainability and the impact of the Company as it relates to corporate social responsibility. |
In determining the appropriate mix of base salary and incentive pay (including annual cash incentives and long-term equity) for our NEOs, our Talent and Compensation Committee seeks to balance:
| Attracting and retaining our executives with a competitive base salary | Emphasizing pay-for-performance, as we believe our compensation program should reward executives for their contributions to our overall performance | Aligning compensation with company performance and shareholder value creation through the use of a portfolio of equity compensation awards |
In allocating between short-term and long-term compensation, our Talent and Compensation Committee has established an annual incentive program that rewards executives for the achievement of pre-determined financial metrics and strategic priorities, and grants equity awards under our long-term incentive program that provides an opportunity for additional compensation based on delivering on our long-term performance and shareholder value creation.
The compensation opportunity provided to our NEOs is primarily performance-based. In 2023, 96% of our current CEO’s and 77%, on average, of our other current NEOs’ compensation opportunity was at-risk variable incentive compensation.
42
Compensation Practices
We maintain the following shareholder-friendly compensation practices, which further align the interests of our executives with those of our shareholders and balance appropriate risk taking.
| WHAT WE DO | ||||
Share ownership guidelines — All NEOs are subject to significant share ownership guidelines. Pursuant to our Share Ownership Guidelines, our CEO is required to hold B+L Common Shares equivalent to 6 times his base salary, and our other NEOs are required to hold the equivalent of 3 times their base salary. Holding requirements — All NEOs are required to hold 50% of the net shares that vest under our long-term incentive plans until they satisfy our Share Ownership Guidelines. Performance-based equity — We grant performance share units with rigorous absolute and relative performance goals, which align the interests of our executives with our shareholders. Capped award payouts — We set maximum award levels under our annual incentive program and performance share units, with a cap on award payouts. Clawback — We maintain two clawback policies: one mandates recoupment of officers’ incentive-based compensation in case of an accounting restatement due to U.S. securities law noncompliance under Rule 10D-1 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), and the other authorizes the Talent & Compensation Committee of the Board to recoup bonus, incentive or equity-based compensation from any employee who received equity-based compensation in case of a material restatement due to their gross negligence, intentional misconduct, or detrimental actions causing significant harm to the Company. A more detailed summary of the Company’s clawback policies can be found under “Clawback Policies,” on page 57. |
Double trigger acceleration following a change in control — No unvested equity awards accelerate on a “single-trigger” basis in connection with a change in control. Instead, unvested equity awards accelerate on a “double-trigger” basis upon a qualifying termination of employment in connection with a change in control. Capped severance — Our severance arrangement for our CEO provides a cash severance payment of two times annual base salary and annual target incentive, and, for our other NEOs, one times annual base salary and annual target incentive (two times in the event of termination following a change in control). From July 2022 through March 6, 2024 (the one-year anniversary of-the appointment of our new CEO), we provided severance protections to Mr. Eldessouky and Dr. Hashad equal to two times annual base salary and annual target incentive bonus for involuntary termination or resignation for good reason. However, as of the date hereof, these enhanced severance provisions have expired. Independent compensation consultant — Our Talent and Compensation Committee has engaged an independent compensation consultant that has no other ties to us or to our management. Shareholder engagement — We are committed to ongoing engagement with our shareholders through structured, engaged investor outreach that enables us to obtain ongoing feedback on our compensation program. | |||
| WHAT WE DON’T DO | ||||
No hedging — Our anti-hedging policy prohibits officers, directors and employees from engaging in hedging, short selling, or monetization transactions with B+L Common Shares. No pledging — Our anti-pledging policy prohibits officers, directors and employees from holding our securities in a margin account where the securities are subject to margin sales or pledging our securities as loan collateral. The anti-pledging policy exempts any margin accounts in existence at the time the policy was adopted by the Company. None of our NEOs or directors hold our securities in margin accounts subject to margin sales or pledging as loan collateral. No repricing of underwater options — Repricing of stock options is expressly prohibited by our Omnibus Plan. |
No excise tax gross-ups — We will not gross-up any excise tax payable by an Executive of the Company that may be triggered as a result of a change in control severance payment under Sections 280G and 4999 of the Code. No single trigger vesting or payments — We do not provide for “single trigger” equity award vesting or other “single trigger” payments or benefits upon a change in control. No dividend or dividend equivalents on unearned incentive awards. No supplemental executive retirement plan — Executives are only eligible to participate in our tax-qualified Retirement Savings Plan that is provided on the same terms to all employees. No automatic or guaranteed annual salary increases. | |||
2024 PROXY STATEMENT 43
Compensation Process
| Role
of the Talent and Compensation Committee |
Role of Management |
Role of the Independent Compensation Consultant |
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Our Board’s Talent and Compensation Committee, which is comprised entirely of independent directors:
+ is responsible for implementing, monitoring, and evaluating our executive compensation philosophy and objectives and oversees the compensation program for our senior executives; + reviews and approves, or recommends to the independent directors of the Board for approval, all components of executive pay, and reports its decisions to the Board; and + reviews or approves matters related to executive compensation on an as-needed basis. The Talent and Compensation Committee’s responsibilities and authority are described fully in the Talent and Compensation Committee’s charter, which is available on our website at www.bausch.com (under the tab “Investors” and under the subtab “Corporate Governance — Corporate Governance Documents”). |
Our CEO
+ makes recommendations to our Talent and Compensation Committee for base salary, annual incentive awards and equity grants for each NEO (other than the CEO, whose compensation is determined solely by our Talent and Compensation Committee or recommended to the Board for approval); and + with the Chief Human Resources Officer, provides recommendations to the Talent and Compensation Committee on other elements of our compensation program for senior executives, including, for example, the design and metrics under our annual and long-term incentive programs.
Our CEO also leads a process each year to establish the collective strategic priorities of the senior executive team, and then, with each executive, agrees on individual performance goals that tie to the achievement of the strategic priorities. The strategic priorities are shared with our Talent and Compensation Committee and their input is considered before they are finalized and approved. |
Our Talent and Compensation Committee engaged the services of Pay Governance as its independent compensation consultant to provide advice on executive compensation matters.
Pay Governance:
+ reported directly to our Talent and Compensation Committee, which instructed the compensation consultants to give it objective advice and without influence by management, and to provide such advice for the benefit of the Board and our shareholders; + did not provide any other services to the Company or its management; and + was evaluated by the Talent and Compensation Committee in terms of its independence by considering the requirements adopted by the NYSE and the SEC.
The Talent and Compensation Committee regularly reviews, no less than annually, the independence of our compensation consultant in light of SEC and NYSE requirements. At this time, the Talent and Compensation Committee has determined that no conflict of interest exists for our compensation consultant.
|
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Peer Group
In connection with the B+L IPO in 2022, our Talent and Compensation Committee established a peer group that reflects relevant business and talent competitors for Bausch + Lomb. Specifically, we focused on identifying companies in the health care equipment and health care supplies sectors, as well as companies in the life sciences, pharmaceutical, and consumer product sectors, with revenues of approximately 0.4 times to 2.5 times our scope.
In 2023, the Talent and Compensation Committee reviewed the peer group that was established at our IPO, as well as the recommendation of Pay Governance, its independent compensation consultant. Following this review, the Talent and Compensation Committee decided to add Organon & Co. in order to ensure the peer companies reflect a robust group across the health care supplies, health care equipment, and pharmaceuticals industries; no other peers were added or removed as a result of this review. Based on these criteria, the following is the list of peers selected for 2023:
| Agilent Technologies, Inc. (A) Alcon Inc. (ALC) Align Technology, Inc. (ALGN) The Cooper Companies, Inc. (COO) Dentsply Sirona Inc. (XRAY) |
DexCom, Inc. (DXCM) Edwards Lifesciences Corporation (EW) Hologic, Inc. (HOLX) Jazz Pharmaceuticals plc (JAZZ) Organon & Co. (OGN) |
Perrigo Company plc (PRGO) ResMed Inc. (RMD) Teleflex Incorporated (TFX) Zimmer Biomet Holdings, Inc. (ZBH) Zoetis Inc. (ZTS) |
We use data from this peer group to benchmark pay levels, as well as pay practices. In addition to proxy data for the above companies, our Talent and Compensation Committee also utilizes Willis Towers Watson’s Pharmaceuticals and Health Sciences Survey to supplement this data both in terms of pay levels and pay practices.
Our Talent and Compensation Committee references the median of the market data as a guide when making decisions. Market data is one element that our Talent and Compensation Committee uses to make pay decisions. Multiple factors are considered in determining total compensation opportunity, including our compensation philosophy, the executive’s role and responsibility, the executive’s past performance, internal equity, and expected contributions and experience in the role.
Shareholder Engagement
At our 2023 Annual Meeting of Shareholders, we held our first “say-on-pay” non-binding advisory vote with respect to the compensation of our NEOs, as well as a “say-on-frequency” vote to determine how often our “say-on-pay” vote should occur. As we are committed to ongoing, timely feedback from our shareholders, we proposed an annual “say-on-pay” vote.
Shareholders voted in favor of an annual “say-on-pay” vote and approximately 98% voted in favor of our executive compensation program. These “say-on-pay” results demonstrate strong support for our current executive compensation program and philosophy.
Our Talent and Compensation Committee is committed to ongoing direct engagement with our shareholders through investor meetings as well as conferences and other forums, in order to solicit feedback on our compensation philosophy and underlying programs, and consider the feedback received from shareholders regarding our executive compensation program.
Components of Executive Compensation
The components of executive compensation for our NEOs, as described in more detail below, include:
| + | base salary; |
| + | annual cash incentives; |
| + | long-term equity incentives; |
| + | retirement and welfare benefits; and |
| + | executive benefits and perquisites. |
2024 PROXY STATEMENT 45
Base Salary
We set our base salaries at competitive levels necessary to attract and retain top performing senior executives, including our NEOs. Base salaries provide an amount of fixed compensation to each senior executive for the performance of their core duties.
Base salaries are periodically reviewed as part of our performance review process, as well as upon a promotion or other change in job responsibilities. To the extent base salaries are adjusted, the amount of any such adjustment would reflect a review of competitive market data, consideration of relative levels of pay internally, individual performance of the executive, and other information that our Talent and Compensation Committee determines are relevant.
For 2023, our Talent and Compensation Committee approved a 2% annual increase to the NEOs’ salaries. The current NEOs’ base salaries are as follows:
| NEO | 2022 Salary | 2023 Salary | % Increase | |||||||||
| Brenton L. Saunders | New Hire | $ | 1,600,000 | N/A | ||||||||
| Sam A. Eldessouky | $ | 700,000 | $ | 714,000 | 2% | |||||||
| A. Robert D. Bailey | New Hire | $ | 750,000 | N/A | ||||||||
| Dr. Yehia Hashad | $ | 650,000 | $ | 663,000 | 2% | |||||||
| Andrew J. Stewart | New Hire | $ | 600,000 | N/A | ||||||||
In addition, Ms. Ackermann and Mr. Gordon, who departed during 2023, received the same 2% annual increase approved by the Talent and Compensation Committee for 2023, as follows: Ms. Ackermann’s salary increased from $750,000 to $765,000; and Mr. Gordon’s salary increased from $600,000 to $612,000. Mr. Papa did not receive a salary increase in 2023.
For 2024, our Talent and Compensation Committee approved annual increases to the NEOs’ salaries, except for Mr. Saunders. These increases were determined based on a review of competitive market data, consideration of relative levels of pay internally, and individual performance of the executive. The following increases have been approved for 2024: Mr. Eldessouky’s salary will be $775,000, Mr. Bailey’s salary will be $765,000, Dr. Hashad’s salary will be $700,000, and Mr. Stewart’s salary will be $615,000.
Annual Incentive Program
Our 2023 annual incentive program (the “2023 AIP”) provided an opportunity for our senior executives, including our NEOs, to earn an annual incentive bonus, paid in cash, based on the achievement of certain financial targets and strategic priorities. Information regarding our 2023 annual incentive program design is detailed below under “2023 AIP Design” on page 47.
2023 AIP Opportunity
The current NEOs’ annual incentive targets, as a percentage of base salary, are set forth in the table below. Mr. Eldessouky and Dr. Hashad’s incentive targets for 2023 remain unchanged; Mr. Saunders, Mr. Bailey, and Mr. Stewart’s incentive targets were established upon hire in 2023. The annual incentive targets set forth in the table below have not been changed for 2024.
| NEO | Annual Incentive Target | ||
| Brenton L. Saunders | 150% | (1),(2) | |
| Sam A. Eldessouky | 80% | ||
| A. Robert D. Bailey | 80% | (1),(3) | |
| Dr. Yehia Hashad | 80% | ||
| Andrew J. Stewart | 80% | (1),(3) |
| (1) | For 2023, Mr. Saunders, Mr. Bailey, and Mr. Stewart’s target bonus opportunity was prorated in light of their hire dates. Therefore, the target bonus opportunity percentages reflected in this table reflect the target bonus opportunity that would have been provided to the applicable NEO had such NEO been employed for the entirety of 2023. |
| (2) | Mr. Saunders’ target bonus opportunity for 2023 based on his hire date of February 16, 2023 (after giving effect to such proration) was approximately 131% of base salary rate. |
| (3) | Mr. Bailey and Mr. Stewart’s target bonus opportunity for 2023 based on their hire date of April 24, 2023 (after giving effect to such proration) was approximately 55% of their base salary rates. |
In addition, for Ms. Ackermann and Mr. Gordon, who departed during 2023, the annual incentive targets, as a percentage of their respective base salaries, remained unchanged at 80%. Mr. Papa was not eligible for a bonus under our 2023 AIP.
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2023 AIP Design
For our senior executives, including our NEOs, the 2023 AIP is based on performance against pre-established financial targets and strategic priorities approved by the Board. Performance against financial targets makes up 80% of the total payout (the “Financial Component”), while performance against strategic priorities makes up 20% of the total payout (the “Strategic Component”).
For purposes of the Financial Component under our annual incentive program for 2023, we utilized Adjusted EBITDA (non-GAAP) and Revenues to determine payouts, which are two of the key financial metrics our shareholders use to assess our performance. We believe these metrics focus our NEOs on delivering organic growth and align the interests of our executives with our shareholders. The Company’s strategic priorities are intended to focus the organization on the key initiatives that will drive shareholder value over time.
For purposes of our 2023 AIP, the performance of our entire senior executive team, including all of our NEOs, was measured against the Company’s overall Adjusted EBITDA (non-GAAP) and Revenues performance for 80% of their total payout. Adjusted EBITDA (non-GAAP) makes up 60% of this financial portion of their payout, and Revenues make up 40% of this financial portion of their payout. Company-wide strategic priorities comprise the remaining 20% of their payout. This approach rewarded our senior executive team for collectively working towards our mission of helping people see better to live better.
For our 2023 AIP, the threshold, target, and stretch performance and corresponding payouts were as follows, with payouts under the 2023 AIP capped at 200% of target.
| (1) | Adjusted EBITDA is a non-GAAP measure. Please see Appendix C for additional information and a reconciliation of non-GAAP financial measures to the most comparable GAAP financial measures. |
Our Talent and Compensation Committee determines whether the financial metrics and strategic priorities have been achieved. In addition, it retains the discretion to reduce or eliminate payouts for individual executives, including the NEOs, even if financial metrics and strategic priorities are met, as well as to increase payouts based on individual performance. In making these decisions, our Talent and Compensation Committee may consider factors such as the performance of the individual executive against his or her individual objectives in support of strategic priorities or additional financial metrics applicable to the business or functional area for which the NEO is responsible.
2023 Financial Objectives
The 2023 Financial Targets are based on attaining budget (to receive a payout at target) or stretch targets (to receive a payout above target) for Adjusted EBITDA (non-GAAP) and Revenues are, as follows:
| Financial Metric | Weighting | Threshold | Target | Stretch | Payout(2) | |||
| Adjusted
EBITDA (non-GAAP)(1) |
88.7% | |||||||
| Revenues | 126.9% | |||||||
| 104% Total Payout | ||||||||
| (1) | Adjusted EBITDA is a non-GAAP measure. Please see Appendix C for additional information and a reconciliation of non-GAAP financial measures to the most comparable GAAP financial measures. |
| (2) | In determining the achievement of the 2023 Financial Targets and final payouts for purposes of the 2023 AIP, our Talent and Compensation Committee reviewed and approved certain modifications to the previously reported results for FY 2023 Adjusted EBITDA (non-GAAP) and FY 2023 Revenues metrics for purposes of the 2023 AIP relating to certain external factors outside of management’s control (e.g., foreign exchange and exclusion of other material non-recurring items). As a result, there was a downward adjustment of $5 million to the Adjusted EBITDA (non-GAAP) metric under the 2023 AIP and a downward adjustment of $90 million to the Revenues metric under the 2023 AIP. Accordingly, the above stated actual results for these metrics utilized under our 2023 AIP are different than the Adjusted EBITDA (non-GAAP) and Revenues measures used by us for other purposes, including as described on page 42 or otherwise used in our Annual Report and our earnings materials, as applicable. For 2023, our Net Income Attributable to Bausch + Lomb was ($260) million, our Adjusted EBITDA (non-GAAP) was $738 million and our Revenues were $4.146 billion, in each case which resulted in a reduction to the total payout to our NEOs under the 2023 AIP. |
2024 PROXY STATEMENT 47
Based on the foregoing results, our Talent and Compensation Committee certified that the total payout under the 2023 AIP, based on the Company’s Adjusted EBITDA (non-GAAP) and Revenues, was 104% for all NEOs.
2023 Strategic Priorities
The strategic priorities for 2023, which make up the remaining 20% of our NEOs’ payout under the 2023 AIP, were established at the beginning of 2023.
The strategic priorities for 2023 were as follows:
| Strategic Priority | Weighting | Payout | ||||
| Cultivate a high-performance, results-oriented culture that creates a sense of belonging, drives retention, and inspires our employees to be their best selves | 20% | 95% | ||||
| Expand breadth and depth of operational/process excellence; attain a culture of continual improvement across the enterprise; deliver quality, reliable, cost-effective product supply for all markets we do business in | 20% | 100% | ||||
| Enhance the product pipeline through continued targeted business development and timely execution of R&D activities | 20% | 125% | ||||
| Advance our ESG program to further progress key areas of focus, including championing environmental sustainability, diversity, equity and inclusion, and corporate social responsibility | 20% | 100% | ||||
| Accomplish our Business Transformation Program, achieving 2023 metrics and accelerating opportunities for future growth | 20% | 105% | ||||
| Total | 105% | |||||
Achievement for each initiative was reviewed by our Talent and Compensation Committee, and credit was determined based on results against each initiative, including the following:
Cultivate a high-performance, results-oriented culture that creates a sense of belonging, drives retention, and inspires our employees to be their best selves:
| + | Voluntary turnover rates improved as compared to 2022; U.S. turnover rate reduced overall, and international turnover rate remained low; and |
| + | Enhanced colleague communications worldwide with quarterly Town Hall meetings, weekly newsletters and targeted communications across all functions and businesses. |
Expand breadth and depth of operational/process excellence; attain a culture of continual improvement across the enterprise; deliver quality, reliable, cost-effective product supply for all markets we do business in:
| + | Refocused quality operating model to product quality while enhancing expediency and responsiveness; and |
| + | Implemented Rapid Response initiatives to immediately simplify processes, gain efficiencies and enhance quality of outcomes. |
Enhance the product pipeline through continued targeted business development and timely execution of R&D activities:
| + | Received approval from the FDA for MIEBO®; successfully completed U.S. launch; |
| + | Completed XIIDRA® acquisition; onboarded and successfully integrated colleagues to B+L; and |
| + | Expanded OTC product line with acquisition of Blink®. |
Advance our ESG program to further progress key areas of focus, including championing environmental sustainability, diversity, equity and inclusion, and corporate social responsibility:
| + | Released annual ESG report highlighting our ongoing commitment to sustainable business practices and initiatives supporting stakeholders’ well-being; built a robust ESG roadmap; and |
| + | ONE by ONE and Biotrue® Eye Care Recycling programs recognized as 2023 Sustainability Award winners by Business Intelligence Group. |
Accomplish our Business Transformation Program, achieving 2023 metrics and accelerating opportunities for future growth:
| + | Solidified Executive Leadership Team; onboarded new leaders in Q2 and Q3; and |
| + | Largely completed rewiring of Company for optimal performance; restructured teams to be more efficient and effective. |
Our achievements for these Company-wide strategic priorities resulted in a payout of 105%.
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2023 AIP Payouts
Based on this performance against the pre-established 2023 Financial Targets (104% for all NEOs, comprising 80% of the total payout) and strategic priorities (105% payout for all NEOs, comprising 20% of the total payout), the following total payouts were approved for our current NEOs:
| NEO | 2023 Incentive Target | 2023 Bonus Payout | Bonus Payout as % of Target(1) | ||||||||
| Brenton L. Saunders | $ | 2,097,534 | (2) | $ | 2,181,436 | 104% | |||||
| Sam A. Eldessouky | $ | 571,200 | $ | 594,048 | 104% | ||||||
| A. Robert D. Bailey | $ | 414,247 | (2) | $ | 430,816 | 104% | |||||
| Dr. Yehia Hashad | $ | 530,400 | $ | 551,616 | 104% | ||||||
| Andrew J. Stewart | $ | 331,397 | (2) | $ | 344,653 | 104% | |||||
| (1) | Bonus Payout as % of Target is shown at the nearest whole percent. |
| (2) | For fiscal year 2023, Mr. Saunders, Mr. Bailey, and Mr. Stewart’s target bonus opportunities were prorated to reflect the portion of the year they were providing services to the Company. |
Under their separation agreements, Ms. Ackermann and Mr. Gordon each received a prorated bonus for 2023 based on the number of days elapsed through the separation date and determined based on actual achievement (104%) of the applicable performance metrics, as follows: Ms. Ackermann’s prorated target was $197,852 and her payout was $205,766; and Mr. Gordon’s prorated target was $448,018 and his payout was $465,938. Mr. Papa did not receive a bonus under our AIP for 2023.
Our Talent and Compensation Committee did not make any further adjustments to the payouts as calculated above based on performance against these pre-established financial targets and strategic priorities approved by the Board. For a description of the payouts for Messrs. Papa and Gordon and Ms. Ackermann, please see “Former NEOs’ Separation Agreements” beginning on page 55.
Long-Term Incentive Program
The Talent and Compensation Committee approved a long-term incentive program for 2023, and awards were granted using a balanced portfolio of PSUs (50% of total grant), RSUs (25% of total grant), and Stock Options (25% of total grant) (the “2023 LTI Program”). For the annual PSUs granted in 2023, the Talent and Compensation Committee utilized a balanced approach, measuring performance using one external metric (Relative Total Shareholder Return (“rTSR”) versus the S&P 500 Health Care Index) and one internal metric (organic revenue growth (non-GAAP)*, as described in more detail below).
2023 Long-Term Incentive Awards
For 2023, Mr. Eldessouky and Dr. Hashad received awards under the 2023 LTI Program, which were granted 50% in PSUs, 25% in RSUs, and 25% in Stock Options, with the following approximate aggregate values.
| NEO | Approved Value | (1) | ||
| Sam A. Eldessouky | $ | 3,000,000 | ||
| Dr. Yehia Hashad | $ | 1,250,000 | ||
| (1) | We note that the amounts included in the table above reflect the aggregate values of the annual RSUs, PSUs and Stock Options approved by the Talent and Compensation Committee for the above listed NEOs for 2023. These approved values reflected above may differ from the grant date fair value of these awards as reflected in the Summary Compensation Table that follows this CD&A, because of the accounting methodology used to report the PSUs in the Summary Compensation Table, as required by SEC rules. |
In addition, Ms. Ackermann and Mr. Gordon, who departed during 2023, received awards under the 2023 LTI Program, with approved values as follows: Ms. Ackermann $2,000,000; and Mr. Gordon $1,500,000. Mr. Papa did not receive an award under the 2023 LTI Program.
Messrs. Saunders, Bailey and Stewart received long-term incentive awards upon hire, as described in more detail under their Employment Agreement descriptions starting on page 52. Mr. Saunders’ award, which was granted using the balanced portfolio approach of PSUs (50% of total grant), RSUs (25% of total grant), and Stock Options (25% of total grant), was necessary to recruit an experienced CEO with detailed knowledge of the Company who is highly regarded in the life sciences industry.
Messrs. Saunders, Bailey, and Stewart will participate in our annual LTI Program starting in 2024. Under this program, they will be granted a balanced portfolio of PSUs (60% of total grant for Mr. Saunders, 50% of total grant for Messrs. Bailey and Stewart), RSUs (20% of total grant for Mr. Saunders, 25% of total grant for Messrs. Bailey and Stewart), and Stock Options (20% of total grant for Mr. Saunders, 25% of total grant for Messrs. Bailey and Stewart). Messrs. Saunders, Bailey, and Stewart are eligible to receive equity grants on an annual basis with an annual target grant date value determined in the sole discretion of the Talent and Compensation Committee, which will be approximately $14,000,000 for Mr. Saunders, $3,000,000 for Mr. Eldessouky, $2,000,000 for Mr. Bailey, $1,250,000 for Dr. Hashad and $1,000,000 for Mr. Stewart for 2024.
| * | Organic revenue growth, a non-GAAP ratio, is defined as a change on a period-over-period basis in revenues on a constant currency basis (if applicable) excluding the impact of acquisitions, divestitures and discontinuations. See Appendix C for further information on non-GAAP measures and ratios. |
2024 PROXY STATEMENT 49
Performance Share Units (“PSUs”)
PSUs provide senior executives with the right to receive B+L Common Shares at a future date, assuming performance against pre-determined metrics is achieved, specifically organic revenue growth (non-GAAP)* and rTSR. The value ultimately received is based on the performance against these metrics as well as the growth of B+L Common Share price over time. The number of PSUs that may be earned is capped at 200%. PSUs will cliff vest on the third anniversary of the grant date, assuming achievement of minimum performance criteria and continued employment through the applicable vesting date.
For 2023, 50% of the PSU award was based on organic revenue growth (non-GAAP)* measured over three years, from January 1, 2023 through December 31, 2025. Revenue growth is measured each year, and the number of PSUs ultimately delivered in 2026 is dependent on performance each year. The PSUs are averaged over the performance periods, reflecting the outcome of each annual assessment. The remaining 50% of the PSU award is based on rTSR measured cumulatively over three years, from 2023 through 2025, as compared to companies in the S&P 500 HealthCare Index. TSR is calculated based on the 20-days preceding the beginning of the performance period as compared to the 20-days preceding the end of the performance period, plus dividends and distributions made or declared (assuming they are reinvested in B+L Common Shares) during the performance period.
The following revenue growth goals applied to 2023; goals are established each year by the Talent and Compensation Committee:
| Performance | 2023 Growth |
Payout | |
| Threshold | 4% | 50% | |
| Target | 5% | 100% | |
| Stretch | 6% | 200% |
The following Total Shareholder Return goals apply to the 2023 grant:
| Performance | Percentile | Payout | ||
| Below Threshold | Below 30th | 0% | ||
| Threshold | 30th | 50% | ||
| Target | 50th | 100% | ||
| Stretch | 80th or Above | 200% |
CEO New Hire Performance Share Units (“PSUs”)
Mr. Saunders’ new hire PSUs vest based on the Company’s achievement of absolute share price hurdles, or upon achievement of absolute and rTSR hurdles in relation to the S&P 500 Index, as follows:
| BLCO Price Equals or Exceeds | Payout | |||
| $23.43 | 50 | % | ||
| $25.63 | 100 | % | ||
| $27.98 | 150 | % | ||
| $33.18 | 250 | % | ||
| $39.06 | 300 | % | ||
BLCO Price will be determined on the measurement date, which is the fourth anniversary of the grant date, based on the average closing price of B+L Common Shares for the 90 trading days preceding and inclusive of the measurement date, plus the aggregate value of any dividends, if any, paid or declared. If the threshold price is not achieved, the PSUs are forfeited, unless the Company’s rTSR is at or above the 67th percentile of the S&P 500 Index and the Company’s TSR is positive, in which case 50% of the shares will vest, assuming continued employment through the applicable vesting date.
| * | Organic revenue growth, a non-GAAP ratio, is defined as a change on a period-over-period basis in revenues on a constant currency basis (if applicable) excluding the impact of acquisitions, divestitures and discontinuations. See Appendix C for further information on non-GAAP measures and ratios. |
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Restricted Stock Units (“RSUs”)
RSUs provide senior executives with the right to receive B+L Common Shares at a future date. The value ultimately received is based on the growth of the B+L Common Share price over time. The RSUs will vest 33% on each of the first, second and third anniversaries of the grant date, assuming continued employment through the applicable vesting date. Mr. Saunders’ new hire RSUs are scheduled to vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date.
Stock Options
Stock Options provide senior executives the opportunity to purchase B+L Common Shares at a price equal to the market price at the time of the grant. The value ultimately received is based on the growth of the B+L Common Share price over time. Stock Options vest ratably on the first three anniversaries of the grant date, and remain exercisable until the ten-year anniversary of the grant date.
Other Compensation Elements
Matching Share Program
Starting on November 1, 2022, NEOs became eligible to participate in the Bausch + Lomb Matching Share Program. Under this program, shares purchased on the open market by recipients are matched with one Matching Restricted Stock Unit (“MRSU”) issued under the Omnibus Plan. Generally, MRSUs granted for a period of three years may not exceed the value of 50% of the sum of the NEO’s annual base salary and target annual cash bonus, less any shares sold within the past six months (excluding any shares sold to cover a tax obligation resulting from a vesting event).
Subject to the provisions of the Omnibus Plan and applicable award agreements, MRSUs vest pro-rata over a three-year period, provided that the recipient is employed through the applicable vesting dates. Vesting ceases upon termination of employment (except in limited circumstances), and any MRSUs that do not become vested prior to the recipient’s termination of employment or that do not become vested according to the provisions of the terms of the award are forfeited.
None of our NEOs purchased shares under this program during 2023.
Bausch + Lomb Separation Bonus Opportunity
In October 2020, BHC’s Talent and Compensation Committee approved eligibility for a performance-based separation bonus, which requires the achievement of pre-determined milestones related to the separation transaction. Payment is made in cash, with 50% conditioned upon meeting internal readiness criteria for the separation of the two companies and the remaining 50% conditioned upon the successful close of the Bausch + Lomb separation transaction. The first 50% was paid in October 2021. Payment is subject to continued employment, except in limited circumstances. The total amount of the remaining unvested separation bonuses is $250,000 for Mr. Eldessouky. Ms. Ackermann and Mr. Gordon received payment of their $250,000 separation bonuses in connection with their separations from B+L.
2024 Compensation Program
For our senior executives, including our NEOs, our Talent and Compensation Committee has determined that the 2024 annual incentive program will continue to be based on performance against pre-established financial targets (Adjusted EBITDA (non-GAAP) and Revenues) approved by the Board. In order to continue to reinforce our performance culture and drive accelerated growth, an individual performance component has been incorporated into the annual incentive program for executive officers starting in 2024. Once Company performance against these pre-established financial targets is determined, each executive officer’s individual performance will be assessed against pre-established strategic priorities in order to determine their final payout, with total payouts capped at 250% of target.
The Talent and Compensation Committee has also approved continuing our current long-term incentive program for 2024, which provides an opportunity for our senior executives to be granted a balanced portfolio of PSUs (60% of total grant for our CEO, 50% for all others), RSUs (20% of total grant for our CEO, 25% for all others), and Stock Options (20% of total grant for our CEO, 25% for all others).
As disclosed in our Annual Report, in early 2024 the Talent and Compensation Committee established an Outperformance Plan Performance Share Unit (PSU) award program for a limited number of key senior leaders, including each of our current NEOs (Mr. Saunders, Mr. Eldessouky, Mr. Bailey, Dr. Hashad, and Mr. Stewart). This PSU award is designed to reward the NEOs for achieving significant outperformance of performance goals that, if achieved, would ultimately deliver substantial value to our shareholders. The target grant date value of the awards for each of the Executives is $1,500,000.
2024 PROXY STATEMENT 51
These PSUs may be earned between 0% and 300% based on the level of achievement of: (i) a revenue metric (measured for fiscal year 2026) and (ii) rTSR metric measured over the three-year period ending December 31, 2026.
| Relative TSR | Modifier | |
| Below the 40th percentile | 50% | |
| At or above the 40th percentile but below the 60th percentile | 70% | |
| At or above the 60th percentile but below the 75th percentile | 100% | |
| At or above the 75th percentile but below the 90th percentile | 130% | |
| At or above the 90th percentile | 150% |
In the event that the Company’s absolute TSR during such period is negative, then the maximum payout of the PSU award will be capped at 50%. Any PSUs that are earned will vest on February 28, 2027, subject generally to the Executive’s continued employment through such date, except in limited circumstances as set forth in the applicable award agreement. These awards will be included in the 2024 Summary Compensation Table and other associated tables in next year’s proxy statement.
Retirement and Welfare Benefits
The retirement and welfare benefit programs are a necessary element of the total compensation package to ensure a competitive position in attracting and maintaining a committed workforce. Participation in these programs is not tied to performance.
Our specific contribution levels to these programs are adjusted annually to maintain a competitive position while considering costs.
| + | Retirement Savings Plan — All employees in the United States, including our NEOs, are eligible to participate in a tax-qualified retirement savings plan (the “Retirement Savings Plan”) under Section 401(k) of the Code. Eligible employees are able to contribute to the Retirement Savings Plan, on a before-tax basis, up to 75% of their eligible compensation, subject to the limit prescribed by the Code. In 2023, we matched 100% of the first 3% of pay and 50% on the next 3% of pay that is contributed to the Retirement Savings Plan. All employee contributions to the Retirement Savings Plan are fully vested upon contribution; matching contributions vest ratably over three years. |
| + | Welfare Plans — Our executives are also eligible to participate in our broad-based welfare benefits plans (including medical, dental, vision, life insurance and disability plans) upon the same terms and conditions as other employees. |
Executive Benefits and Perquisites
We provide our NEOs with limited perquisites and other personal benefits that our Talent and Compensation Committee believes are reasonable and consistent with our overall compensation program to better attract and retain superior employees for key positions. Our Talent and Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to our NEOs. Our Talent and Compensation Committee intends to maintain only those perquisites and other benefits that it determines to be necessary components of total compensation and that are not inconsistent with shareholder interests.
Our Talent and Compensation Committee permits the CEO to use our Company car and driver and Company aircraft for his business travel and, on a limited basis, for personal travel, which is capped at $150,000 per fiscal year. We do not gross up the income tax incurred by Mr. Saunders resulting from his personal use of our car and driver or aircraft. Our Talent and Compensation Committee believes that making our car and driver and aircraft available to our CEO allows him to serve shareholder interests by efficiently and securely conducting business during and when traveling. As reported on page 60 in footnote 5 to the 2023 Summary Compensation Table, Mr. Saunders had limited personal usage of the Company car and driver in 2023.
Attributed costs of the personal benefits described above for our NEOs for the fiscal year ended December 31, 2023 are included in the column entitled “All Other Compensation” of the 2023 Summary Compensation Table on page 59.
Mr. Saunders’ Employment Agreement
On February 14, 2023, Mr. Saunders and the Company entered into an Employment Agreement (the “CEO Employment Agreement”), which provided for an initial four-year term that automatically renews for successive one-year periods, unless either the Company or Mr. Saunders provides earlier timely notice not to renew the employment term. Under the CEO Employment Agreement, Mr. Saunders will receive an annual base salary of $1,600,000 and will be eligible to receive an annual cash bonus with a target value of 150% of his base salary for the 2023 and 2024 fiscal years, and 200% of his base salary for the 2025 fiscal year and each fiscal year thereafter. In consideration for the compensation Mr. Saunders forfeited by no longer providing services to his former employer and other boards of directors, he also received a one-time sign-on cash bonus of $6,500,000. Mr. Saunders’ prior years of service with the Company and its affiliates were recognized for purposes of determining benefits under service-based compensation of benefit programs. Mr. Saunders will be provided with personal use of a Company car and driver and the Company’s aircraft, capped at $150,000 per fiscal year, and use of a corporate apartment in Bridgewater, New Jersey.
52
Pursuant to the CEO Employment Agreement, Mr. Saunders was granted the following initial equity grants: 750,000 PSUs, 1,318,681 Stock Options and 375,000 RSUs (collectively, the “2023 Equity Awards”). The RSUs are scheduled to vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date. The Stock Options are scheduled to vest in equal one-third installments on each of the first three anniversaries of the grant date. The PSUs vest based on the Company’s achievement of absolute share price hurdles, or upon achievement of TSR and rTSR hurdles in relation to the S&P 500 Index. Under each award agreement, vesting will be subject to Mr. Saunders’ continued employment with the Company, except with respect to the termination treatment described below. After 2023, Mr. Saunders will be eligible to receive equity grants on an annual basis with an annual target grant date value determined in the sole discretion of the Talent and Compensation Committee, which will be approximately $14,000,000 for the Company’s 2024 fiscal year.
Under the CEO Employment Agreement, if Mr. Saunders’ employment is terminated by the Company without Cause, due to the Company’s non-renewal of the employment term, or if he resigns for Good Reason (each as defined therein and each, a “Good Leaver Termination”), Mr. Saunders will be entitled to receive (i) his earned but unpaid annual bonus for the year preceding his termination date, (ii) a prorated annual bonus for the year of his termination based on actual performance (or, if the Good Leaver Termination occurs within 30 days prior to or 24 months following a change in control (the “Change in Control Period”), based on the greater of actual performance and target performance), (iii) a lump sum cash payment equal to two times the sum of his base salary and target bonus (or, if the Good Leaver Termination is during the Change in Control Period, two times the sum of his base salary and the greater of his average annual bonus for the two performance years prior to the year of his termination date and his target bonus), (iv) an additional 12 months of vesting credit for any time-vesting equity awards held by Mr. Saunders (other than the 2023 Equity Awards) (or, if the Good Leaver Termination occurs during the Change in Control Period, full vesting of all equity awards, with PSUs vesting at the higher of target and actual performance through the termination date and Stock Options remaining exercisable for the remainder of their applicable term), (v) full vesting of the 2023 Equity Awards (with the PSUs vesting based on actual performance through his termination date, or, if the Good Leaver Termination is during the Change in Control Period, the greater of actual performance through the termination date and target, and the Stock Options remaining exercisable for the remainder of their term), (vi) up to 24 months of COBRA continuation coverage, and (vii) two additional years of age or service credit under Company retirement plans (for purposes of determining eligibility), subject to the terms of such plan or program. The severance benefits are subject to Mr. Saunders’ execution and non-revocation of a release of claims against the Company. If Mr. Saunders experiences a termination of employment due to his death or disability, he will be entitled to receive his earned but unpaid annual bonus for the year prior to his termination date and full vesting of the 2023 Equity Awards (with the PSUs vesting based on actual performance through his termination date and the Stock Options remaining exercisable for the remainder of their term).
The CEO Employment Agreement and the applicable award agreements for the 2023 Equity Awards will also include restrictive covenants regarding confidentiality, non-competition and non-solicitation of customers and employees, and the Company’s ownership of intellectual property, including a 12-month post-employment non-competition covenant and non-solicitation of customers and employees of B+L.
Mr. Eldessouky’s Employment Agreement
On June 1, 2021, BHC entered into an employment agreement with Mr. Eldessouky upon his appointment as CFO, which was assigned to the Company upon the closing of the B+L IPO. The initial three-year term of Mr. Eldessouky’s agreement commenced on June 1, 2021. The term will automatically renew for successive one-year periods unless either party provides notice of non-renewal.
Pursuant to his agreement, Mr. Eldessouky receives a base salary and a target annual incentive opportunity equal to 80% of his base salary, with a maximum annual incentive opportunity equal to 200% of his annual target incentive. Ongoing equity grants are at the sole discretion of our Talent and Compensation Committee.
The consequences of Mr. Eldessouky’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments upon Termination or Change in Control,” beginning on page 65.
Mr. Eldessouky is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for one year following termination of employment for any reason.
2024 PROXY STATEMENT 53
Mr. Bailey’s Employment Agreement
On April 11, 2023, Bausch + Lomb entered into an employment agreement with Mr. Bailey. The initial three-year term of Mr. Bailey’s agreement commenced on April 24, 2023. The term will automatically renew for successive one-year periods unless either party gives notice of non-renewal.
Pursuant to his agreement, Mr. Bailey receives a base salary and a target annual incentive opportunity equal to 80% of his base salary, with a maximum annual incentive opportunity equal to 200% of his annual target incentive.
Upon hire, Mr. Bailey received a $200,000 cash sign-on award, 120,500 RSUs, and a Stock Option grant with a grant date fair value of $2,000,000. These awards are described in more detail in the “Grants of Plan-Based Awards” table and footnotes beginning on page 60.
Mr. Bailey is entitled to receive an annual equity grant for 2024 with a grant date fair value of $2,000,000; following 2024, ongoing equity grants are at the sole discretion of our Talent and Compensation Committee.
The consequences of Mr. Bailey’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments Upon Termination or Change in Control,” beginning on page 65.
Mr. Bailey is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for one year following termination of employment for any reason.
Dr. Hashad’s Employment Agreement
In August 2022, Bausch + Lomb entered into an employment agreement with Dr. Hashad. The initial three-year term of Dr. Hashad’s agreement commenced on August 1, 2022. The term will automatically renew for successive one-year periods unless either party gives notice of non-renewal.
Pursuant to his agreement, Dr. Hashad receives a base salary and a target annual incentive opportunity equal to 80% of his base salary, with a maximum annual incentive opportunity equal to 200% of his annual target incentive. Ongoing equity grants are at the sole discretion of our Talent and Compensation Committee.
The consequences of Dr. Hashad’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments Upon Termination or Change in Control,” beginning on page 65.
Dr. Hashad is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for one year following termination of employment for any reason.
Mr. Stewart’s Employment Agreement
On April 11, 2023, Bausch + Lomb entered into an employment agreement with Mr. Stewart. The initial three-year term of Mr. Stewart’s agreement commenced on April 24, 2023. The term will automatically renew for successive one-year periods unless either party gives notice of non-renewal.
Pursuant to his agreement, Mr. Stewart receives a base salary and a target annual incentive opportunity equal to 80% of his base salary, with a maximum annual incentive opportunity equal to 200% of his annual target incentive.
Upon hire, Mr. Stewart received a $600,000 cash sign-on award and 33,150 RSUs. This award is described in more detail in the “Grants of Plan-Based Awards” table and footnotes beginning on page 60.
Mr. Stewart is entitled to receive an annual equity grant for 2024 with a grant date fair value of $1,000,000; following 2024, ongoing equity grants are at the sole discretion of our Talent and Compensation Committee.
The consequences of Mr. Stewart’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments Upon Termination or Change in Control,” beginning on page 65.
Mr. Stewart is subject to customary restrictive covenants, including non-solicitation covenants during his employment and for one year following termination of employment for any reason.
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2022 Retention Program
As disclosed in last year’s Proxy Statement, in light of the announced departure of our CEO, Mr. Papa, on July 25, 2022, our Talent and Compensation Committee of the Board approved a retention program that includes Mr. Eldessouky and Dr. Hashad, and included Ms. Ackermann and Mr. Gordon (the “Retention Program”).
Under the Retention Program, the severance benefits payable to Mr. Eldessouky and Dr. Hashad were updated to provide that, in the event of an involuntary termination of employment by the Company without “cause” or resignation for “good reason” (as described below), in each case within one year (March 6, 2024) following the Company’s appointment of Mr. Papa’s successor (a “qualifying termination”), then (i) Mr. Eldessouky and Dr. Hashad were eligible to receive a cash severance payment equal to two times the sum of annual base salary and annual target incentive award, plus payment of annual cash bonus award for the year of termination (based on actual achievement of applicable performance goals and prorated based on the number of days employed during the year prior to termination) and (ii) with respect to the equity awards granted to our NEOs in 2022 in connection with the B+L IPO (the “Founder Awards”), (a) 50% were granted in the form of RSUs (“Founder RSUs”), which will vest and settle on a pro-rata basis (based on period of service prior to the termination date relative to the original three year vesting period associated with such awards), but the shares received upon settlement will be nontransferable until the earliest to occur of (A) the date BHC completes the spin-off distribution of the Company, (B) a “change in control” of the Company, (C) the date the board of directors of BHC determines that BHC will no longer pursue the spin-off distribution of the Company (a “Strategy Change”) and (D) the two-year anniversary of termination of employment (such applicable date, the “Unrestricted Date”) and (b) 50% were granted in the form of Stock Options (“Founder Stock Options”), which will vest and become exercisable on the Unrestricted Date on a pro-rata basis (based on period of service prior to the date of his termination of employment relative to the original three year vesting period associated with such awards), and the Founder Stock Options will be exercisable for two years. Solely for purposes of the above-described severance benefits, “good reason” is defined pursuant to the terms of the executive’s existing employment agreement with the Company, except that a Strategy Change was added as an additional event giving rise to “good reason”. All other terms and conditions under Mr. Eldessouky and Dr. Hashad’s employment agreements with the Company remained unchanged. As of the date hereof, this enhanced severance provision has expired, and Mr. Eldessouky and Dr. Hashad will not be eligible for the severance set forth above.
Former NEOs’ Separation Agreements
Mr. Papa’s Separation Arrangements
On July 20, 2022, we announced that the Board had begun a search for a new Chief Executive Officer. On February 15, 2023, we announced the appointment of Mr. Saunders as CEO of the Company, effective March 6, 2023. He replaced Mr. Papa, who stepped down from his role as CEO on March 6, 2023, as previously disclosed in our Current Report on Form 8-K filed with the SEC and on SEDAR+ on February 15, 2023. Mr. Papa continued to serve as Chief Executive Officer until such date (March 6, 2023) (such period, the “Interim Period”). During the Interim Period, Mr. Papa continued to receive the same compensation and benefits and remain eligible to continue to vest in his equity awards. In connection with the foregoing, the Company and Mr. Papa entered into a separation agreement effective as of July 19, 2022 (the “Separation Agreement”), which provided for the terms of Mr. Papa’s separation from the Company following the Interim Period. Consistent with Mr. Papa’s employment agreement, the Separation Agreement provides for a lump sum cash payment equal to two times the sum of Mr. Papa’s current base salary and target annual bonus, earned but unpaid annual bonus for the year prior to his termination date, a pro-rata annual bonus based on actual performance, and continued health benefits for two years at active employee rates. The treatment of Mr. Papa’s equity awards would be consistent with their terms for a termination due to retirement (Mr. Papa met this criteria) and, for Mr. Papa’s Bausch + Lomb program separation PSUs, by the Company without cause, except that Mr. Papa’s Founder RSUs would vest upon his termination of service date (pro-rated based on his period of service relative to the original three-year vesting period associated with such grants) but the shares received upon settlement would remain fully restricted and nontransferable until the Unrestricted Date, and the Founder Stock Options would remain eligible to vest (pro-rated based on his period of service relative to the original three-year vesting period associated with such grants) upon the Unrestricted Date and exercisable for two years following the Unrestricted Date. The Company would reimburse Mr. Papa for an amount up to twenty thousand dollars in legal fees incurred by Mr. Papa in connection with the negotiation of the Separation Agreement.
On December 22, 2022, we announced that the Company and Mr. Papa entered into the Amended and Restated Separation Agreement (the “A&R Separation Agreement”), pursuant to which Mr. Papa agreed to continue serving as Chief Executive Officer until at least March 4, 2023, and lasting until such date as the Board determines in its discretion or his successor is appointed, but no later than June 30, 2023. In addition, pursuant to the A&R Separation Agreement: (i) Mr. Papa’s severance benefits in respect of his 2023 prorated annual bonus would be, in lieu of an annual bonus based on actual performance that is prorated based on the date of his termination, an amount equal to $1,200,000, representing his target annual bonus that is prorated by fifty percent, and payable upon his termination date; and (ii) on Mr. Papa’s termination date, in lieu of prorated vesting, partial vesting of a set number of his Founder Awards, in the amount of (a) 315,592 of his Founder RSUs that would accelerate and vest, but the shares received upon settlement would still remain fully restricted and nontransferable until the Unrestricted Date, and (b) 1,248,496 of his Founder Stock Options that would remain eligible to vest upon the Unrestricted Date and remain exercisable for two years following the Unrestricted Date.
2024 PROXY STATEMENT 55
All of the foregoing was conditioned on Mr. Papa’s execution and non-revocation of a release of claims upon his termination of employment and continued compliance with his restrictive covenants, which include non-competition, non-solicitation, confidentiality and non-disparagement covenants.
The consequences of Mr. Papa’s actual termination of employment are included in “Potential Payments Upon Termination or Change in Control,” beginning on page 66.
Ms. Ackermann’s Separation Agreement
On August 25, 2023, the Company entered into a separation agreement with Ms. Ackermann, pursuant to which Ms. Ackermann was entitled to receive the following payments and benefits in accordance with the existing terms of her previously disclosed arrangements with the Company: (i) a cash severance payment equal to $2,754,000, which reflects an amount equal to two times the sum of Ms. Ackermann’s annual base salary and target bonus opportunity, (ii) payment of her annual cash bonus for fiscal year 2023, prorated based on the number of days elapsed through the separation date and determined based on the actual achievement of the applicable performance metrics, payable in a lump sum no later than March 15, 2024; (iii) continued coverage under the Company’s health plans through the second anniversary of the separation date, to the extent permitted under applicable law and the terms of such plans; (iv) payment of the unpaid portion of her spin-off bonus award equal to $250,000; and (v) a cash payment of $20,000 to be used for outplacement services. Ms. Ackermann’s outstanding equity incentive awards were treated in accordance with the existing terms of her compensation arrangements, as previously disclosed by the Company. Ms. Ackermann’s separation agreement includes a lump sum cash severance payment of $280,000. Additionally, any proration of her founder equity awards, granted in May 2022 in connection with the Company’s IPO, will be determined based on an assumed notice period ending on July 14, 2023.
All of the foregoing was conditioned on Ms. Ackermann’s execution and non-revocation of a release of claims upon her termination of employment and continued compliance with her restrictive covenants, which include non-competition, non-solicitation, confidentiality and non-disparagement covenants, and her agreement to extend the duration of her non-solicit restrictions from 12 to 24 months.
The consequences of Ms. Ackermann’s actual termination of employment are included in “Potential Payments Upon Termination or Change in Control,” beginning on page 66.
Mr. Gordon’s Transition and Separation Agreement
On November 6, 2023, the Company entered into a transition and separation agreement with Mr. Gordon, pursuant to which (a) Mr. Gordon would serve as a consultant through March 1, 2024 (the “Consulting End Date”), and (b) following his separation on November 30, 2023, Mr. Gordon was entitled to receive the following payments and benefits in accordance with the existing terms of his previously disclosed arrangements with the Company: (i) a cash severance payment equal to $2,203,200, which reflects an amount equal to two times the sum of Mr. Gordon’s annual base salary and target bonus opportunity; (ii) payment of his annual cash bonus for fiscal year 2023, prorated based on the number of days elapsed through the separation date and determined based on the actual achievement of the applicable performance metrics, payable in a lump sum no later than March 15, 2024; (iii) continued coverage under the Company’s health plans through the second anniversary of the separation date, to the extent permitted under applicable law and the terms of such plans; (iv) payment of the unpaid portion of his spin-off bonus award equal to $250,000; and (v) a payment of reasonable legal fees of up to $5,000 incurred in the negotiation and preparation of his separation agreement. Mr. Gordon’s outstanding equity incentive awards were treated in accordance with the existing terms of his compensation arrangements, as previously disclosed by the Company, including that, in consideration for the transition and advisory services Mr. Gordon will provide to the Company, the time-based RSUs and Stock Options granted to Mr. Gordon on March 1, 2023 will continue to vest through the Consulting End Date.
All of the foregoing was conditioned on Mr. Gordon’s execution and non-revocation of a release of claims upon his termination of employment and continued compliance with his restrictive covenants, which include non-competition, non-solicitation, confidentiality and non-disparagement covenants, and his agreement to extend the duration of his non-solicit restrictions from 12 to 24 months.
The consequences of Mr. Gordon’s actual termination of employment are included in “Potential Payments Upon Termination or Change in Control,” beginning on page 66.
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Other Compensation Governance Practices
Share Ownership Guidelines
Our Talent and Compensation Committee believes that purchasing and holding B+L Common Shares with one’s own money should create an incentive to manage the Company prudently.
Our Talent and Compensation Committee has established minimum share ownership requirements for our NEOs. Our CEO is required to hold 6 times base salary, and our other NEOs are required to hold 3 times base salary. B+L Common Shares and unvested RSUs are included in the calculation of share ownership. NEOs have five years to achieve these guidelines from when they were established, which was upon our IPO in May 2022, and must retain 50% of their net shares vesting until this requirement is met. Mr. Saunders will have until March 2028 (being five years from the effective date of his commencement of employment) to satisfy this requirement. Mr. Eldessouky and Dr. Hashad have until May 2027 to satisfy this requirement (being five years from the B+L IPO), and Mr. Bailey and Mr. Stewart have until April 2028 to satisfy this requirement (being five years from the effective date of the commencement of employment).
Clawback Policies
We seek to recover, to the extent practicable, performance-based compensation from our executive officers. In 2023, the Board adopted the Company’s Financial Restatement Compensation Recoupment Policy (the “Recoupment Clawback Policy”) in accordance with Rule 10D-1. Under the Company’s Recoupment Clawback Policy, our Talent and Compensation Committee will, to the extent permitted by law, recoup any incentive compensation (cash and equity) received by the Company’s executive officers, in the event of a restatement of financial-based measures (regardless of whether detrimental conduct has occurred). In the case of a restatement of financial-based measures, the Board will reasonably promptly recover the amount by which the incentive compensation received exceeds the amount that would have been received if the error had not been made within three years preceding the date on which the Board determines that the financial measure contains a material error.
In addition, we maintain a Misconduct and Detrimental Conduct Clawback Policy (the “Misconduct Clawback Policy”), which provides that the Board may exercise its discretion to require any employee who receives equity-based compensation to reimburse bonus, incentive or equity-based compensation awarded to such employees in the event of:
| + | A material restatement or adjustment to our financial statements as a result of such employee’s gross negligence, knowing or intentional fraudulent or illegal misconduct; or |
| + | Such employee’s detrimental conduct that has caused material financial, operational or reputational harm to us, including (i) acts of fraud or dishonesty during the course of employment; (ii) improper conduct that causes material financial, operational or reputational harm to us or our affiliates; (iii) improper disclosure of confidential material that causes material financial, operational or reputational harm to us or our affiliates; (iv) the commission of a felony or crime of comparable magnitude that subjects us to material reputational harm; (v) commission of an act or omission that causes a violation of federal or other applicable securities law; or (vi) gross negligence in exercising supervisory authority. |
Following a material restatement or adjustment of our financial statements, the compensation subject to clawback is the amount in excess of what would have been awarded based on the corrected performance measures, calculated on a pre-tax basis. If the financial reporting measure applicable to the incentive or equity-based compensation is a stock price or TSR measure, the Board has broad authority to estimate the effect of the financial restatement on our share price in calculating recoverable compensation. In the case of detrimental conduct, the Board has the ability to recover all incentive compensation.
We may not indemnify any covered employee, directly or indirectly, for any losses incurred in connection with the recovery of any compensation under either the Recoupment Clawback Policy or the Misconduct Policy, including through the payment of insurance premiums, gross-up payments or supplemental payments. The Recoupment Clawback Policy and the Misconduct Policy will continue to apply to covered employees even after they cease to be employed by us.
Anti-Pledging and Anti-Hedging Policies
We also maintain the Anti-Hedging and Anti-Pledging Policies. The Anti-Hedging Policy generally prohibits officers, directors and employees from engaging in new hedging or monetization transactions with B+L Common Shares. This prohibition prevents officers, directors and employees from owning securities without the full risks and rewards of ownership and preserves the common interests and objectives of the Company and its officers, directors and employees. The Anti-Pledging Policy generally prohibits officers, directors and employees from holding our securities in a margin account where the securities are subject to margin sales or pledging our securities as loan collateral.
2024 PROXY STATEMENT 57
Compensation Risk Determination
Our Talent and Compensation Committee assesses the potential risks relating to our compensation policies and practices for our employees, including those related to our executive compensation programs. Periodically, our Talent and Compensation Committee reviews and discusses with management the relationship between the Company’s compensation policies and practices and its risk management, including the extent to which those policies and practices create risks for the Company, to ensure that such policies and practices support not only economic performance, but also compliance with our risk management objectives, and to ensure that they do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on the Company. For our 2023 compensation programs, our Talent and Compensation Committee determined that its compensation policies and practices appropriately comply with the Company’s risk management objectives and do not encourage excessive or unnecessary risk-taking.
Tax and Accounting Implications
Tax Considerations of Our Executive Compensation
Section 162(m) of the Code generally limits the tax deductibility of annual compensation paid by public companies for certain executive officers to $1 million.
Our Talent and Compensation Committee may continue to approve compensation that will not be fully-deductible in order to ensure competitive levels of total compensation for its executive officers.
Accounting for Our Stock-Based Compensation
We account for stock-based payments, including grants under each of our equity compensation plans in accordance with the requirements of FASB ASC Topic 718.
Compensation Committee Report
The Report of the Talent and Compensation Committee of the Board shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.
The Talent and Compensation Committee of our Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Talent and Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Talent and Compensation Committee
Richard U. De Schutter (Chair) |
Gary Hu | Russel C. Robertson | Thomas W. Ross, Sr. |
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2023 Summary Compensation Table
The following table sets forth the annual and long-term compensation awarded to or paid to the NEOs for services rendered to the Company in all capacities during the years ended December 31, 2023, 2022 and 2021.
| Name | Year | Salary ($) |
Bonus ($)(1) |
Stock Awards ($)(2) |
Option Awards ($)(3) |
Non-Equity Incentive Plan Compensation ($)(4) |
All Other Compensation ($)(5) |
Total ($) | ||||||||
| Brenton L. Saunders(6) Chairman of the Board and Chief Executive Officer |
2023 | 1,396,923 | 6,500,000 | 27,870,000 | 7,305,493 | 2,181,436 | 55,199 | 45,309,051 | ||||||||
| Sam A. Eldessouky Executive Vice President & Chief Financial Officer |
2023 | 710,769 | — | 2,687,500 | 749,999 | 594,048 | 14,850 | 4,757,166 | ||||||||
| 2022 | 700,000 | — | 2,813,150 | 2,249,998 | 375,200 | 13,725 | 6,152,073 | |||||||||
| 2021 | 620,385 | — | 1,778,793 | 1,187,756 | 731,950 | 13,340 | 4,332,224 | |||||||||
| A. Robert D. Bailey Executive Vice President & Chief Legal Officer |
2023 | 519,231 | 200,000 | 2,049,705 | 1,999,997 | 430,816 | 14,850 | 5,214,599 | ||||||||
| Dr. Yehia Hashad Executive Vice President of Research & Development and Chief Medical Officer |
2023 | 660,000 | — | 1,119,765 | 312,500 | 551,616 | 13,613 | 2,657,494 | ||||||||
| 2022 | 602,500 | — | 1,188,146 | 624,997 | 319,764 | 117,386 | 2,852,793 | |||||||||
| Andrew J. Stewart President, Global Pharmaceuticals and International Consumer |
2023 | 415,385 | 600,000 | 563,882 | — | 344,653 | 9,346 | 1,933,266 | ||||||||
| Joseph C. Papa Former Chief Executive Officer |
2023 | 283,077 | — | — | — | — | 9,245,009 | 9,528,086 | ||||||||
| 2022 | 1,600,000 | — | 8,499,996 | 8,499,996 | 1,128,000 | 53,769 | 19,781,761 | |||||||||
| 2021 | 1,600,000 | — | 16,561,105 | 2,250,054 | 2,448,000 | 29,978 | 22,889,137 | |||||||||
| Christina M. Ackermann Former Executive Vice President & General Counsel and President, Ophthalmic Pharmaceuticals |
2023 | 246,635 | 250,000 | 1,791,652 | 499,999 | 205,766 | 3,096,961 | 6,091,013 | ||||||||
| 2022 | 750,000 | — | 2,063,144 | 1,499,999 | 402,000 | 20,383 | 4,735,526 | |||||||||
| 2021 | 750,000 | — | 2,348,225 | 600,033 | 862,000 | 14,330 | 4,574,588 | |||||||||
| Joseph F. Gordon Former President, Global Consumer, Surgical and Vision Care |
2023 | 559,800 | 250,000 | 1,343,745 | 375,000 | 465,938 | 2,265,647 | 5,260,130 | ||||||||
| 2022 | 600,000 | — | 1,813,142 | 1,249,999 | 321,600 | 13,882 | 3,998,623 | |||||||||
| 2021 | 600,000 | — | 1,507,810 | 375,066 | 739,600 | 18,050 | 3,240,526 |
| (1) | The amounts included in this column for 2023 for each of Messrs. Saunders, Bailey and Stewart reflect the sign-on bonuses paid to such executive in 2023 in connection with the commencement of their employment with the Company. The amounts included in this column for 2023 for each of Ms. Ackermann and Mr. Gordon reflect payment of the unpaid portion of such NEOs’ spin-off bonus award of $250,000 in connection with the termination of their employment in 2023 pursuant to the terms of their existing agreement with the Company. |
| (2) | The amounts reflected in this column for 2023 represent the aggregate grant date fair value of the Bausch + Lomb RSUs and PSUs granted to the NEOs in 2023, computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). The grant date fair values reflected in this column may differ from the approved values reflected in the CD&A because of the accounting methodology used to report the PSUs in this column, as required by SEC rules. The grant date fair value of the PSUs granted to the NEOs (other than Mr. Papa) during 2023 was calculated based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Subtopic 718-10, excluding the effect of estimated forfeitures. The grant date value of the PSUs granted to these NEOs in 2023 and reported in the table above, assuming the highest level of performance conditions will be achieved (300% of target levels for Mr. Saunders, 200% of target levels for all other NEOs), is $62,685,000 for Mr. Saunders, $3,847,791 for Mr. Eldessouky, $1,603,210 for Dr. Hashad, $2,565,189 for Ms. Ackermann, and $1,923,902 for Mr. Gordon. The amount reflected in this column and in this footnote do not represent the actual amounts that will be paid to or realized by our NEOs for awards made during the respective fiscal year. Information regarding the assumptions used to value these awards is set forth in “Note 2-Significant Accounting Policies” and “Note 13-Share Based Compensation” to the audited consolidated financial statements included in the Company’s Annual Report. |
| (3) | The amounts reflected in this column for 2023 represent the aggregate grant date fair value of the Bausch + Lomb Stock Options granted to the NEOs in 2023, computed in accordance with FASB ASC Topic 718, and using Black-Scholes, (excluding the effect of estimated forfeitures). Information regarding the assumptions used to value these awards is set forth in “Note 2—Significant Accounting Policies” and “Note 13—Share-Based Compensation” to the audited consolidated financial statements included in the Company’s Annual Report. |
| (4) | The amounts reflected in this column for 2023 represent the cash payout amounts under the 2023 AIP for each of the NEOs. For additional details regarding the 2023 AIP, see page 46 under “Components of Executive Compensation – Annual Incentive Program”. Pursuant to the terms of their separation agreements with the Company, the 2023 AIP bonuses for each of Ms. Ackermann and Mr. Gordon were prorated based on the number of days elapsed prior to their termination date in 2023 and determined based on actual achievement of the applicable performance metrics. For additional details regarding the separation agreements with Ms. Ackermann and Mr. Gordon, see the discussion starting on page 56. |
2024 PROXY STATEMENT 59
| (5) | For 2023, amounts in this column for each NEO consist of the following: |
| Saunders | Eldessouky | Bailey | Hashad | Stewart | Papa | Ackermann | Gordon | ||||||||||
| 401(k) Match | 14,850 | 14,850 | 14,850 | 13,613 | 9,346 | 14,726 | 14,850 | 14,850 | |||||||||
| Use of Company Car/Aircraft(A) | 349 | — | — | — | — | — | — | — | |||||||||
| Legal Fees(B) | 40,000 | — | — | — | — | — | — | 4,822 | |||||||||
| Severance(C) | — | — | — | — | — | 9,230,283 | 3,082,111 | 2,245,975 |
| (A) | This amount represents the value of Mr. Saunders’ personal use of a Company vehicle. There was no incremental cost to the Company in 2023 for Mr. Saunders’ use of the Company’s aircraft. | |
| (B) | This amount represents the reimbursement of legal fees for Mr. Saunders in the preparation of his employment agreement, as described under “Mr. Saunders’ Employment Agreement” beginning on page 52 and for Mr. Gordon in the preparation of his separation agreement, as described under “Mr. Gordon’s Transition and Separation Agreement” on page 56. | |
| (C) | This amount represents the severance payments made to Mr. Papa, Ms. Ackermann, and Mr. Gordon, pursuant to their agreements with the Company, and as described under “Former NEOs’ Separation Agreements” beginning on page 55. These amounts include: |
| a. | For Mr. Papa, (i) a pro-rated payment to Mr. Papa in the amount of $1,200,000 in lieu of an annual bonus for 2023; (ii) a cash severance payment in the amount of $8 million; and (iii) $30,283 for continued health benefits for two years at active employee rates, as described under “Mr. Papa’s Separation Arrangements” on page 55, in accordance with his severance agreement. | |
| b. | For Ms. Ackermann, (i) a cash severance payment equal to $2,754,000, which reflects an amount equal to two times the sum of Ms. Ackermann’s annual base salary and target bonus opportunity; (ii) a cash payment of $20,000 to be used for outplacement services; (iii) an additional lump sum cash severance payment of $280,000; and (iv) $28,111 for continued health benefits for two years at active employee rates, as described under “Ms. Ackermann’s Separation Agreement” on page 56, in accordance with her separation agreement. | |
| c. | For Mr. Gordon, a cash severance payment equal to $2,203,200, which reflects an amount equal to two times the sum of Mr. Gordon’s annual base salary and target bonus opportunity, and (ii) $42,775 for continued health benefits for two years at active employee rates, as described under “Mr. Gordon’s Transition and Separation Agreement” on page 56, in accordance with his separation agreement. |
| (6) | Mr. Saunders was Chairman of the Board during 2023. He did not receive any additional compensation of any kind for his services as Chairman of the Board. |
Grants of Plan-Based Awards
The following table provides information on the grants of plan-based awards to the NEOs during the year ended December 31, 2023.
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of | All Other Option Awards: Number of Securities | Exercise or Base Price of Underlying | Grant | |||||||||||||||||||||||||||||||||||||||
| Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | Shares of Units(3) (#) | Stock or Options(4) (#) | Option Awards(4) ($/Sh) | Date Fair Value(5) ($) | ||||||||||||||||||||||||||||||||
| Brenton L. Saunders | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 AIP | 2/16/2023 | 2/14/2023 | 0 | 2,097,534 | 4,195,068 | |||||||||||||||||||||||||||||||||||||||
| 2023 New Hire RSUs | 2/23/2023 | 2/14/2023 | 375,000 | 6,975,000 | ||||||||||||||||||||||||||||||||||||||||
| 2023 New Hire Stock Options | 2/23/2023 | 2/14/2023 | 1,318,681 | 18.60 | 7,305,493 | |||||||||||||||||||||||||||||||||||||||
| 2023 New Hire PSUs | 2/23/2023 | 2/14/2023 | 375,000 | 750,000 | 2,250,000 | 20,895,000 | ||||||||||||||||||||||||||||||||||||||
| Sam A. Eldessouky | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 AIP | 2/10/2023 | 2/10/2023 | 0 | 571,200 | 1,142,400 | |||||||||||||||||||||||||||||||||||||||
| 2023 RSUs | 3/1/2023 | 2/10/2023 | 42,517 | 763,605 | ||||||||||||||||||||||||||||||||||||||||
| 2023 Stock Options | 3/1/2023 | 2/10/2023 | 136,116 | 17.96 | 749,999 | |||||||||||||||||||||||||||||||||||||||
| 2023 TSR PSUs | 3/1/2023 | 2/10/2023 | 21,259 | 42,517 | 85,034 | 1,160,290 | ||||||||||||||||||||||||||||||||||||||
| 2023 Revenue Growth PSUs | 3/1/2023 | 2/10/2023 | 21,259 | 42,517 | 85,034 | 763,605 | ||||||||||||||||||||||||||||||||||||||
| A. Robert D. Bailey | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 AIP | 4/24/2023 | 4/10/2023 | 0 | 414,247 | 828,494 | |||||||||||||||||||||||||||||||||||||||
| 2023 New Hire RSUs | 4/24/2023 | 4/10/2023 | 120,500 | 2,049,705 | ||||||||||||||||||||||||||||||||||||||||
| 2023 New Hire Stock Options | 5/4/2023 | 4/10/2023 | 429,184 | 17.50 | 1,999,997 | |||||||||||||||||||||||||||||||||||||||
| Yehia Hashad, M.D. | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 AIP | 2/10/2023 | 2/10/2023 | 0 | 530,400 | 1,060,800 | |||||||||||||||||||||||||||||||||||||||
| 2023 RSUs | 3/1/2023 | 2/10/2023 | 17,715 | 318,161 | ||||||||||||||||||||||||||||||||||||||||
| 2023 Stock Options | 3/1/2023 | 2/10/2023 | 56,715 | 17.96 | 312,500 | |||||||||||||||||||||||||||||||||||||||
| 2023 TSR PSUs | 3/1/2023 | 2/10/2023 | 8,858 | 17,715 | 35,430 | 483,443 | ||||||||||||||||||||||||||||||||||||||
| 2023 Revenue Growth PSUs | 3/1/2023 | 2/10/2023 | 8,858 | 17,715 | 35,430 | 318,161 | ||||||||||||||||||||||||||||||||||||||
60
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of | All Other Option Awards: Number of Securities | Exercise or Base Price of Underlying | Grant | |||||||||||||||||||||||||||||||||||||||
| Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | Shares of Units(3) (#) | Stock or Options(4) (#) | Option Awards(4) ($/Sh) | Date Fair Value(5) ($) | ||||||||||||||||||||||||||||||||
| Andrew J. Stewart | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 AIP | 4/24/2023 | 4/10/2023 | 0 | 331,397 | 662,794 | |||||||||||||||||||||||||||||||||||||||
| 2023 New Hire RSUs | 4/24/2023 | 4/10/2023 | 33,150 | 563,882 | ||||||||||||||||||||||||||||||||||||||||
| Christina M. Ackermann | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 AIP | 2/10/2023 | 2/10/2023 | 0 | 612,000 | 1,224,000 | |||||||||||||||||||||||||||||||||||||||
| 2023 RSUs | 3/1/2023 | 2/10/2023 | 28,344 | 509,058 | ||||||||||||||||||||||||||||||||||||||||
| 2023 Stock Options | 3/1/2023 | 2/10/2023 | 90,744 | 17.96 | 499,999 | |||||||||||||||||||||||||||||||||||||||
| 2023 TSR PSUs | 3/1/2023 | 2/10/2023 | 14,173 | 28,345 | 56,690 | 773,536 | ||||||||||||||||||||||||||||||||||||||
| 2023 Revenue Growth PSUs | 3/1/2023 | 2/10/2023 | 14,172 | 28,344 | 56,688 | 509,058 | ||||||||||||||||||||||||||||||||||||||
| Joseph F. Gordon | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 AIP | 2/10/2023 | 2/10/2023 | 0 | 489,600 | 979,200 | |||||||||||||||||||||||||||||||||||||||
| 2023 RSUs | 3/1/2023 | 2/10/2023 | 21,258 | 381,794 | ||||||||||||||||||||||||||||||||||||||||
| 2023 Stock Options | 3/1/2023 | 2/10/2023 | 68,058 | 17.96 | 375,000 | |||||||||||||||||||||||||||||||||||||||
| 2023 TSR PSUs | 3/1/2023 | 2/10/2023 | 10,630 | 21,259 | 42,518 | 580,157 | ||||||||||||||||||||||||||||||||||||||
| 2023 Revenue Growth PSUs | 3/1/2023 | 2/10/2023 | 10,629 | 21,258 | 42,516 | 381,794 | ||||||||||||||||||||||||||||||||||||||
| (1) | 2023 AIP represents the threshold, target, and maximum awards set under the 2023 AIP. For fiscal year 2023, Mr. Saunders, Mr. Bailey, and Mr. Stewart’s target bonus opportunity was prorated to reflect their hire dates. The values set forth in this row reflect their prorated threshold, target and maximum bonus opportunities for fiscal year 2023. For Ms. Ackermann and Mr. Gordon, the actual amount paid for 2023 is included in the 2023 Summary Compensation Table on page 59 under the column titled “Non-Equity Incentive Plan Compensation.” |
| (2) | This column shows the number of PSUs granted in 2023. PSUs cliff vest on (i) the fourth anniversary of the grant date for Mr. Saunders and (ii) the third anniversary of the grant date for the other NEOs, in each case assuming achievement of minimum performance criteria and continued employment through the applicable vesting date. |
| (3) | This column shows the number of RSUs granted in 2023. These RSUs will vest ratably on (i) the second and third anniversaries of the grant for Mr. Saunders and (ii) the first three anniversaries of the grant for all other NEOs, in each case subject to continued employment through the applicable vesting dates. |
| (4) | This column shows the number of non-qualified Stock Options granted in 2023. These Stock Options vest ratably on the first three anniversaries of the grant date, subject to continued employment through the applicable vesting dates, and remain exercisable until the ten-year anniversary of the grant date. The exercise price is the closing price on the date of grant of the B+L Common Shares. The aggregate number of Stock Options granted in 2023 expressed as a percentage of the total issued and outstanding B+L Common Shares as of December 31, 2023 (otherwise known as the “burn rate”) was 1.0%. |
| (5) | The amounts reflected in this column represent the aggregate grant date fair value of the Bausch + Lomb equity awards granted to the NEOs in 2023, computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures) and, for Stock Options, was determined using Black-Scholes. For PSUs, the grant date fair value is based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Subtopic 718-10. The grant date fair values reflected in this column may differ from the approved values reflected in the CD&A because of the accounting methodology used to report the PSUs in this column, as required by SEC rules |
2024 PROXY STATEMENT 61
Outstanding Equity Awards at Fiscal Year-End
The following table provides information on the outstanding Bausch + Lomb and BHC equity awards held by the NEOs as of December 31, 2023. The market value of the stock awards is based on the closing market prices on December 29, 2023, which was $17.06 for B+L Common Shares and $8.02 for BHC Common Shares.
| Name | Security | Date of Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||
| Brenton L. Saunders | BLCO | 2/23/2023 | — | 1,318,681 | (1) | 18.6 | 2/23/2033 | |||||||||||||||||||||||||||||
| BLCO | 2/23/2023 | 375,000 | (2) | 6,397,500 | ||||||||||||||||||||||||||||||||
| BLCO | 2/23/2023 | 375,000 | (3) | 6,397,500 | ||||||||||||||||||||||||||||||||
| Sam A. Eldessouky | BHC | 3/1/2017 | 31,430 | (4) | — | 14.38 | 3/1/2027 | |||||||||||||||||||||||||||||
| BHC | 3/7/2018 | 31,697 | (4) | — | 15.32 | 3/7/2028 | ||||||||||||||||||||||||||||||
| BHC | 2/27/2019 | 22,149 | (4) | — | 23.16 | 2/27/2029 | ||||||||||||||||||||||||||||||
| BHC | 2/26/2020 | 28,429 | (4) | — | 24.77 | 2/26/2030 | ||||||||||||||||||||||||||||||
| BHC | 3/3/2021 | 10,916 | (4) | 5,458 | (4) | 32.56 | 3/3/2031 | |||||||||||||||||||||||||||||
| BHC | 3/3/2021 | 2,060 | (5) | 16,521 | ||||||||||||||||||||||||||||||||
| BHC | 3/3/2021 | 1,373 | (5) | 11,011 | ||||||||||||||||||||||||||||||||
| BHC | 6/1/2021 | 81,618 | (4) | 40,809 | (4) | 32.03 | 6/1/2031 | |||||||||||||||||||||||||||||
| BHC | 6/1/2021 | 11,225 | (5) | 90,025 | ||||||||||||||||||||||||||||||||
| BLCO | 5/5/2022 | — | 494,505 | (6) | 18.00 | 5/5/2032 | ||||||||||||||||||||||||||||||
| BLCO | 5/5/2022 | 125,000 | (7) | 2,132,500 | ||||||||||||||||||||||||||||||||
| BLCO | 7/25/2022 | 23,334 | (8) | 398,078 | ||||||||||||||||||||||||||||||||
| BLCO | 3/1/2023 | — | 136,116 | (1) | 17.96 | 3/1/2033 | ||||||||||||||||||||||||||||||
| BLCO | 3/1/2023 | 42,517 | (8) | 725,340 | ||||||||||||||||||||||||||||||||
| BLCO | 3/1/2023 | 56,689 | (9) | 967,114 | ||||||||||||||||||||||||||||||||
| BLCO | 3/1/2023 | 85,034 | (10) | 1,450,680 | ||||||||||||||||||||||||||||||||
| A. Robert D. Bailey | BLCO | 5/4/2023 | — | 429,184 | (1) | 17.50 | 5/4/2033 | |||||||||||||||||||||||||||||
| BLCO | 4/24/2023 | 120,500 | (8) | 2,055,730 | ||||||||||||||||||||||||||||||||
| Dr. Yehia Hashad | BLCO | 5/5/2022 | — | 137,362 | (6) | 18.00 | 5/5/2032 | |||||||||||||||||||||||||||||
| BLCO | 5/5/2022 | 34,722 | (7) | 592,357 | ||||||||||||||||||||||||||||||||
| BLCO | 7/25/2022 | 23,334 | (8) | 398,078 | ||||||||||||||||||||||||||||||||
| BLCO | 3/1/2023 | — | 56,715 | (1) | 17.96 | 3/1/2033 | ||||||||||||||||||||||||||||||
| BLCO | 3/1/2023 | 17,715 | (8) | 302,218 | ||||||||||||||||||||||||||||||||
| BLCO | 3/1/2023 | 23,620 | (9) | 402,957 | ||||||||||||||||||||||||||||||||
| BLCO | 3/1/2023 | 35,430 | (10) | 604,436 | ||||||||||||||||||||||||||||||||
| Andrew J. Stewart | BLCO | 4/24/2023 | 33,150 | (8) | 565,539 | |||||||||||||||||||||||||||||||
| Joseph C. Papa | BHC | 6/9/2016 | 682,652 | (11) | — | 23.92 | 3/6/2025 | |||||||||||||||||||||||||||||
| BHC | 3/7/2018 | 338,058 | (11) | — | 15.32 | 3/6/2025 | ||||||||||||||||||||||||||||||
| BHC | 2/27/2019 | 236,183 | (11) | — | 23.16 | 3/6/2025 | ||||||||||||||||||||||||||||||
| BHC | 2/26/2020 | 341,114 | (11) | — | 24.77 | 3/6/2025 | ||||||||||||||||||||||||||||||
| BHC | 3/3/2021 | 196,464 | (11) | — | 32.56 | 3/6/2025 | ||||||||||||||||||||||||||||||
| BLCO | 5/5/2022 | — | 1,248,496 | (12) | 18.00 | 5/5/2032 | ||||||||||||||||||||||||||||||
62
| Name | Security | Date of Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||
| Christina M. Ackermann | BHC | 8/10/2016 | 39,469 | (13) | — | 27.32 | 4/28/2024 | |||||||||||||||||||||||||||||
| BHC | 2/27/2019 | 62,004 | (11) | — | 23.16 | 4/28/2025 | ||||||||||||||||||||||||||||||
| BHC | 2/26/2020 | 81,873 | (11) | — | 24.77 | 4/28/2025 | ||||||||||||||||||||||||||||||
| BHC | 3/3/2021 | 52,392 | (11) | — | 32.56 | 4/28/2025 | ||||||||||||||||||||||||||||||
| BLCO | 5/5/2022 | — | 130,845 | (12) | 18.00 | 5/5/2032 | ||||||||||||||||||||||||||||||
| Joseph F. Gordon | BHC | 6/9/2016 | 15,582 | (13) | — | 23.92 | 2/29/2024 | |||||||||||||||||||||||||||||
| BHC | 3/7/2018 | 40,568 | (11) | — | 15.32 | 11/30/2025 | ||||||||||||||||||||||||||||||
| BHC | 2/27/2019 | 44,290 | (11) | — | 23.16 | 11/30/2025 | ||||||||||||||||||||||||||||||
| BHC | 2/26/2020 | 56,858 | (11) | — | 24.77 | 11/30/2025 | ||||||||||||||||||||||||||||||
| BHC | 3/3/2021 | 32,749 | (11) | — | 32.56 | 11/30/2025 | ||||||||||||||||||||||||||||||
| BHC | 3/3/2021 | 4,120 | (14) | 33,042 | ||||||||||||||||||||||||||||||||
| BHC | 3/3/2021 | 3,845 | (14) | 30,837 | ||||||||||||||||||||||||||||||||
| BLCO | 5/5/2022 | — | 143,880 | (12) | 18.00 | 5/5/2032 | ||||||||||||||||||||||||||||||
| BLCO | 3/1/2023 | — | 68,058 | (15) | 17.96 | 3/1/2025 | ||||||||||||||||||||||||||||||
| BLCO | 3/1/2023 | 21,258 | (15) | 362,661 | ||||||||||||||||||||||||||||||||
| (1) | Non-qualified Stock Options will vest ratably on the first three anniversaries of the grant date, subject to continued employment through the grant date. Stock Options will remain exercisable until the ten-year anniversary of the grant date. |
| (2) | Mr. Saunders’ RSUs granted upon hire will vest ratably on the second and third anniversaries of the grant date, assuming continued employment with Bausch + Lomb through each applicable date. |
| (3) | Mr. Saunders’ PSUs granted upon hire will cliff vest on the fourth anniversary of the grant date, assuming achievement of minimum performance criteria and continued employment through the applicable vesting date. Based on the estimated payout at fiscal year-end, the threshold number of shares (50%) reported as outstanding. |
| (4) | BHC non-qualified Stock Options vest ratably on each of the first three anniversaries of the grant date and remain exercisable until the ten-year anniversary of the grant date. |
| (5) | BHC RSUs vest in three equal installments on the first, second, and third anniversaries of the grant date. |
| (6) | The Founder Stock Options will vest ratably on the first three anniversaries of the grant date, or, if later, upon the full separation from BHC or a change in control of the Company, subject to continued employment as of the vesting date. The Founder Stock Options will remain exercisable until the ten-year anniversary of the grant date. |
| (7) | The Founder RSUs for the NEOs, except Dr. Hashad, will vest 50% on each of the second and third anniversaries of the grant date or, if later, the earlier of the full separation from BHC or a change in control of the Company assuming continued employment through the applicable vesting date. The Founder RSUs for Dr. Hashad will vest 100% on the second anniversary from the grant date, or, if later, the earlier of the full separation from BHC or a change in control of the Company assuming continued employment through the applicable vesting date. |
| (8) | RSUs vest ratably on the first three anniversaries of the grant date, assuming continued employment with Bausch + Lomb through each applicable vesting date. |
| (9) | PSUs will cliff vest on the third anniversary of the grant date, assuming achievement of minimum revenue growth performance criteria and continued employment through the applicable vesting date. The average of performance in 2023, plus target performance for 2024 and 2025, are reported as outstanding (133%). Revenue growth is measured each year, and the number of PSUs that are ultimately achieved will be determined following the end of the performance period on December 31, 2025 based on performance in each of 2023, 2024, and 2025. |
| (10) | PSUs will cliff vest on the third anniversary of the grant date, assuming achievement of minimum relative TSR performance criteria and continued employment through the applicable vesting date. Based on performance as of December 31, 2023, the maximum number of shares (200%) are reported as outstanding. Relative TSR will be measured at the end of the performance period, and the number of PSUs that are ultimately achieved will be determined following the end of the performance period on December 31, 2025. |
| (11) | Under the retirement provisions of these BHC non-qualified Stock Option awards, Mr. Papa, Ms. Ackermann, and Mr. Gordon have two years from the date the applicable NEO’s employment ended to exercise these Stock Options. |
| (12) | The Founder Stock Options will vest and become exercisable on the Unrestricted Date (the earliest to occur of (i) the date BHC completes the spin-off distribution of the Company, (ii) a change in control of the Company, (iii) the date the board of directors of BHC determines that BHC will no longer pursue the spin-off distribution of the Company, and (iv) the two-year anniversary of the NEO’s termination of employment) and will be exercisable for two years. Since the Unrestricted Date is unknown at this time, the Option Expiration Date is displayed as the original ten-year term. |
| (13) | Under the termination provisions of these BHC non-qualified Stock Option awards, Ms. Ackermann has twelve months post-termination to exercise these Stock Options and Mr. Gordon has three months post-termination to exercise these Stock Options. |
| (14) | The delivery of the shares underlying the BHC RSUs to Mr. Gordon were delayed in accordance with the requirements of Section 409A of the Code. As of the date hereof, these RSUs have been distributed. |
| (15) | In consideration for the transition and advisory services Mr. Gordon provided to the Company, the RSUs and Stock Options granted to Mr. Gordon on March 1, 2023 continued to vest through the end of the consulting period on March 1, 2024, in accordance with the original terms of these grants. As of the date hereof, these RSUs have been distributed and Mr. Gordon has two years to exercise these Stock Options |
2024 PROXY STATEMENT 63
Option Exercises and Stock Vested
The following table provides information regarding option exercises by the NEOs during 2023 and B+L and BHC Common Shares acquired on the vesting of RSUs held by the NEOs during 2023.
| Option Awards | Stock Awards | |||||||||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Net Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||||||||
| Brenton L. Saunders | ||||||||||||||||
| BLCO | — | — | — | — | ||||||||||||
| Sam A. Eldessouky | ||||||||||||||||
| BLCO | — | — | 11,666 | 231,220 | ||||||||||||
| BHC | — | — | 28,025 | 248,628 | ||||||||||||
| A. Robert D. Bailey | ||||||||||||||||
| BLCO | — | — | — | — | ||||||||||||
| Yehia Hashad, M.D. | ||||||||||||||||
| BLCO | — | — | 11,666 | 231,220 | ||||||||||||
| Andrew J. Stewart | ||||||||||||||||
| BLCO | — | — | — | — | ||||||||||||
| Joseph C. Papa | ||||||||||||||||
| BLCO | — | — | 315,592 | 5,450,274 | ||||||||||||
| BHC | — | — | 442,579 | 4,070,761 | ||||||||||||
| Christina M. Ackermann | ||||||||||||||||
| BLCO | — | — | 68,075 | 1,230,115 | ||||||||||||
| BHC | — | — | 75,701 | 662,731 | ||||||||||||
| Joseph F. Gordon | ||||||||||||||||
| BLCO | — | — | 71,369 | 1,151,243 | ||||||||||||
| BHC | — | — | 34,701 | 323,251 | ||||||||||||
| (1) | The amounts reflected in this column represent the market value of the underlying B+L and BHC Common Shares as of the vesting date. |
64
Potential Payments upon Termination or Change in Control
The following table sets forth the expected benefits to be received by each current NEO in each of the following termination scenarios, and the actual benefits received by our former NEOs. This table assumes a termination date of December 31, 2023 and a stock price of $17.06 for B+L Common Shares and $8.02 for BHC Common Shares, which were the closing prices on December 29, 2023, the last business day of the year. The receipt of benefits is generally subject to the execution and non-revocation of a release of claims. Other relevant assumptions and explanations are set forth in the footnotes following the table.
| Termination without Cause or for Good Reason |
Termination within 12 months of a Change in Control |
Termination due to Death or Disability |
Termination due to Retirement |
Actual Received Upon Termination | ||||||
| Brenton L. Saunders | ||||||||||
| Cash(1) (2) | 10,181,436 | 10,181,436 | — | — | — | |||||
| BLCO RSUs and PSUs(3) (4) | 6,397,500 | 19,192,500 | 6,397,500 | — | — | |||||
| BLCO Stock Options(3) (4) | — | — | — | — | — | |||||
| Other Benefits(5) | 42,775 | 42,775 | — | — | — | |||||
| Total Estimated Incremental Value | 16,621,711 | 29,416,711 | 6,397,500 | — | — | |||||
| Sam A. Eldessouky | ||||||||||
| Cash(6) | 3,414,448 | 3,391,600 | — | — | — | |||||
| BLCO RSUs(7) (8) | 1,575,234 | 3,659,620 | 3,659,620 | — | — | |||||
| BLCO Stock Options(7) (8) | — | — | — | — | — | |||||
| BHC RSUs(9) | 75,391 | 117,557 | 117,557 | — | — | |||||
| BHC Stock Options(9) | — | — | — | — | — | |||||
| Other Benefits(10) | 42,775 | 42,775 | — | — | — | |||||
| Total Estimated Incremental Value | 5,107,847 | 7,211,552 | 3,777,177 | — | — | |||||
| A. Robert D. Bailey | ||||||||||
| Cash(11) | 1,764,247 | 3,114,247 | — | — | — | |||||
| BLCO RSUs(12) | 2,055,730 | 2,055,730 | 2,055,730 | — | — | |||||
| BLCO Stock Options(12) | — | — | — | — | — | |||||
| Other Benefits(13) | 16,494 | 32,987 | — | — | ||||||
| Total Estimated Incremental Value | 3,836,471 | 5,202,964 | 2,055,730 | — | — | |||||
| Dr. Yehia Hashad | ||||||||||
| Cash(6) | 2,938,416 | 2,917,200 | — | — | — | |||||
| BLCO RSUs(7) (8) | 807,623 | 1,370,872 | 1,370,872 | — | — | |||||
| BLCO Stock Options(7) (8) | — | — | — | — | — | |||||
| Other Benefits(10) | 47,141 | 47,141 | — | — | — | |||||
| Total Estimated Incremental Value | 3,793,180 | 4,335,213 | 1,370,872 | — | — | |||||
| Andrew J. Stewart | ||||||||||
| Cash(11) | 1,411,397 | 2,491,397 | — | — | — | |||||
| BLCO RSUs(12) | 565,539 | 565,539 | 565,539 | — | — | |||||
| BLCO Stock Options(12) | — | — | — | — | — | |||||
| Other Benefits(13) | 23,570 | 47,141 | — | — | ||||||
| Total Estimated Incremental Value | 2,000,506 | 3,104,077 | 565,539 | — | — |
2024 PROXY STATEMENT 65
| Termination without Cause or for Good Reason |
Termination within 12 months of a Change in Control |
Termination due to Death or Disability |
Termination due to Retirement |
Actual Received Upon Termination | ||||||
| Joseph C. Papa(14) | ||||||||||
| Cash | — | — | — | — | 9,200,000 | |||||
| BLCO RSUs | — | — | — | — | 5,450,274 | |||||
| BLCO Stock Options | — | — | — | — | — | |||||
| BHC RSUs | — | — | — | — | 787,978 | |||||
| BHC Stock Options | — | — | — | — | — | |||||
| Other Benefits | — | — | — | — | 30,283 | |||||
| Total Estimated Incremental Value | — | — | — | — | 15,468,535 | |||||
| Christina M. Ackermann(15) | ||||||||||
| Cash | — | — | — | — | 3,489,766 | |||||
| BLCO RSUs | — | — | — | — | 1,230,115 | |||||
| BLCO Stock Options | — | — | — | — | — | |||||
| BHC RSUs | — | — | — | — | 159,914 | |||||
| BHC Stock Options | — | — | — | — | — | |||||
| Other Benefits | — | — | — | — | 48,111 | |||||
| Total Estimated Incremental Value | — | — | — | — | 4,927,906 | |||||
| Joseph F. Gordon(16) | ||||||||||
| Cash | — | — | — | — | 2,919,138 | |||||
| BLCO RSUs | — | — | — | — | 920,023 | |||||
| BLCO Stock Options | — | — | — | — | — | |||||
| BHC RSUs | — | — | — | — | 78,774 | |||||
| BHC Stock Options | — | — | — | — | — | |||||
| Other Benefits | — | — | — | — | 42,775 | |||||
| Total Estimated Incremental Value | — | — | — | — | 3,960,710 |
| (1) | As shown above under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control,” if Mr. Saunders’ employment is terminated by the Company without Cause, due to the Company’s non-renewal of the employment term, or if he resigns for Good Reason (in each case as defined in the CEO Employment Agreement), Mr. Saunders will be entitled to receive his earned but unpaid annual bonus for the year preceding his termination date, a prorated annual bonus for the year of his termination based on actual performance (or, if the Good Leaver Termination occurs within 30 days prior to or 24 months following a change in control, based on the greater of actual performance and target performance), a lump sum cash payment equal to two times the sum of his base salary and target bonus (or, if the Good Leaver Termination is during the change in control period, and two times the sum of his base salary and the greater of his average annual bonus for the two performance years prior to the year of his termination date and his target bonus). These severance benefits are subject to his execution and non-revocation of a release of claims against the Company. | |
| (2) | As shown above under “Termination due to Death or Disability,” if Mr. Saunders experiences a termination of employment due to his death or disability, he will be entitled to receive his earned but unpaid annual bonus for the year prior to his termination date. | |
| (3) | As shown above under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control,” if Mr. Saunders’ employment is terminated by the Company without Cause, due to the Company’s non-renewal of the employment term, or if he resigns for Good Reason, Mr. Saunders will be entitled to receive an additional 12 months of vesting credit for any time-vesting equity awards held by Mr. Saunders (other than the 2023 Equity Awards) (or, if the Good Leaver Termination occurs during the Change in Control Period, full vesting of all equity awards, with PSUs vesting at the higher of target and actual performance through the termination date and Stock Options remaining exercisable for the remainder of their applicable term), full vesting of the 2023 Equity Awards (with the PSUs vesting based on actual performance through his termination date, or, if the Good Leaver Termination is during the Change in Control Period, the greater of actual performance through the termination date and target, and the Stock Options remaining exercisable for the remainder of their term). | |
| (4) | As shown above under “Termination due to Death or Disability,” if Mr. Saunders experiences a termination of employment due to his death or disability, he will be entitled to full vesting of the 2023 Equity Awards (with the PSUs vesting based on actual performance through his termination date and the Stock Options remaining exercisable for the remainder of their term). | |
| (5) | As shown above under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control,” if Mr. Saunders’ employment is terminated by the Company without Cause, due to the Company’s non-renewal of the employment term, or if he resigns for Good Reason, Mr. Saunders will be entitled to receive up to 24 months of COBRA continuation coverage and two additional years of age or service credit under Company retirement plans, subject to the terms of such plan or program. | |
| (6) | As shown above under “Termination without Cause or for Good Reason,” under the 2022 Retention Program described on page 55, the severance benefits payable to Mr. Eldessouky and Dr. Hashad provide that, in the event of an involuntary termination of employment by the Company without “cause” or resignation for “good reason” (as defined in their respective employment agreements), in each case within one year following the Company’s appointment of Mr. Papa’s successor, then they will be eligible to receive a cash severance payment equal to two times the sum of their annual base salary and annual target incentive award, plus payment of an annual cash bonus award for the year of termination (based on actual achievement of applicable performance goals and prorated based on the number of days employed during the year). As shown above under “Termination within 12 months of a Change in Control,” if Mr. Eldessouky and Dr. Hashad are terminated without cause, or for good reason, in contemplation of a change in control or within 12 months following a change in control, they will receive a cash severance payment equal to two times the sum of annual base salary and annual target incentive award, plus payment of an annual cash bonus award for the year of termination (based on target achievement and prorated based on the number of days employed during the year). As of the date hereof, this provision has expired. As shown above under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control,” for Mr. Eldessouky, he would also receive a cash payment equal to the remaining 50% of the Company’s separation bonus upon a “qualifying termination.” |
66
| (7) | As shown above under “Termination without Cause or for Good Reason,” under the 2022 Retention Program described on page 55, the Founder RSUs issued to Mr. Eldessouky and Dr. Hashad in May 2022 will partially vest upon their termination of service on a pro-rata basis, but the shares received upon settlement will remain fully restricted and nontransferable until the Unrestricted Date, and the Stock Options issued will vest and become exercisable on the Unrestricted Date on a pro-rata basis and will be exercisable for two years following the Unrestricted Date. As shown above under “Termination within 12 months of a Change in Control” and “Termination due to Death or Disability,” Founder RSUs and Founder Stock Options fully vest. In addition, Mr. Eldessouky and Dr. Hashad were granted a one-time award of RSUs under the Retention Program, which will fully vest as shown above under “Termination without Cause or for Good Reason,” “Termination within 12 months of a Change in Control” and “Termination due to Death or Disability.” Outstanding Stock Options are not currently in-the-money, so no value is shown above. | |
| (8) | As shown above under “Termination without Cause or for Good Reason,” the RSUs issued to Mr. Eldessouky and Dr. Hashad in March 2023 will partially vest upon their termination of service on a pro-rata basis (after minimum requirement to be employed one year from grant is met), the Stock Options will be forfeited, and the PSUs will vest on a pro-rata basis based on actual performance (after a minimum requirement to be employed one year from grant). As shown above under “Termination within 12 months of a Change in Control” and “Termination due to Death or Disability,” RSUs and Stock Options fully vest, and PSUs pro-rata vest based on target performance in the case of a change in control and actual performance in the case of death or disability. Outstanding Stock Options are not currently in-the-money, so no value is shown above. | |
| (9) | As shown above under “Termination without Cause or for Good Reason,” the treatment of Mr. Eldessouky’s BHC equity awards will be treated in accordance with the terms of their governing grant agreements; his outstanding BHC RSUs will pro-rata vest and his Stock Options will be forfeited. As shown above under “Termination within 12 months of a Change in Control” and “Termination due to Death or Disability,” his outstanding BHC RSUs and Stock Options will fully vest. Outstanding Stock Options are not currently in-the-money, so no value is shown above. | |
| (10) | As shown above under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control,” Mr. Eldessouky and Dr. Hashad are entitled to receive up to 24 months of COBRA continuation coverage. As of the date hereof, this provision has expired. | |
| (11) | As shown above under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control,” if Mr. Bailey or Mr. Stewart’s employment is terminated by the Company without Cause, due to the Company’s non-renewal of the employment term, or if resigning for Good Reason, Mr. Bailey and Mr. Stewart will be entitled to receive their earned but unpaid annual bonus for the year preceding their termination date, a prorated annual bonus for the year of termination, and a lump sum cash payment equal to one times the sum of base salary and target bonus (or two times if in contemplation of a change in control, or within twelve months following a change in control). These severance benefits are subject to Mr. Bailey and Mr. Stewart’s execution and non-revocation of a release of claims against the Company. As shown above under “Termination due to Death or Disability,” if Mr. Bailey or Mr. Stewart experiences a termination of employment due to death or disability, Mr. Bailey and Mr. Stewart will be entitled to receive any earned but unpaid annual bonus for the year prior to termination date. | |
| (12) | As shown above under “Termination without Cause or for Good Reason,” “Termination within 12 months of a Change in Control” and “Termination due to Death or Disability,” the RSUs issued to Mr. Bailey and Mr. Stewart upon hire will vest upon their termination of service, and the Stock Options granted to Mr. Bailey will vest upon his termination of service. Outstanding Stock Options are not currently in-the-money, so no value is shown above. | |
| (13) | As shown above under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control,” Mr. Bailey and Mr. Stewart are entitled to receive 12 months of COBRA continuation coverage (or 24 months if in contemplation of a change in control, or within twelve months following a change in control). | |
| (14) | Mr. Papa’s Separation Agreement (as Amended and Restated), as described above under “Former NEOs’ Separation Agreements” on page 55, provided for a lump sum cash payment equal to two times the sum of his base salary (consistent with his employment agreement), a prorated annual bonus of $1,200,000, and continued health benefits for two years at active employee rates. The treatment of Mr. Papa’s equity awards was consistent with their terms for a termination due to retirement and, for Mr. Papa’s Bausch + Lomb program separation PSUs, by the Company without cause, except that Mr. Papa’s Founder RSUs would vest upon his termination of service. On Mr. Papa’s termination date, he received partial vesting of a set number of his Founder Awards, in the amount of (a) 315,592 of his Founder RSUs that accelerated and vested, but the shares received upon settlement remain fully restricted and nontransferable until the Unrestricted Date, and (b) 1,248,496 of his Founder Stock Options that would remain eligible to vest upon the Unrestricted Date and remain exercisable for two years following the Unrestricted Date. The Company reimbursed Mr. Papa $7,480 incurred in connection with the negotiation of the separation agreement, as previously disclosed in the 2023 Proxy Statement. | |
| (15) | Ms. Ackermann’s separation agreement, as described above under “Former NEOs’ Separation Agreements” on page 56, provided for the following payments and benefits in accordance with the existing terms of her previously disclosed arrangements with the Company following her separation date: (i) a cash severance payment equal to $2,754,000, which reflects an amount equal to two times the sum of Ms. Ackermann’s annual base salary and target bonus opportunity, (ii) payment of her annual cash bonus for fiscal year 2023, prorated based on the number of days elapsed through the separation date and determined based on the actual achievement of the applicable performance metrics, payable in a lump sum no later than March 15, 2024; (iii) continued coverage under the Company’s health plans through the second anniversary of the separation date, to the extent permitted under applicable law and the terms of such plans; (iv) payment of the unpaid portion of her spin-off bonus award equal to $250,000; and (v) a cash payment of $20,000 to be used for outplacement services. Ms. Ackermann’s outstanding equity incentive awards were treated in accordance with the existing terms of her compensation arrangements, as previously disclosed by the Company. Ms. Ackermann’s separation agreement also provided for Ms. Ackermann to receive a lump sum cash severance payment of $280,000, and to have any proration of her founder equity awards granted in May 2022 in connection with the Company’s IPO determined by reference to an assumed notice period ending on July 14, 2023. | |
| (16) | Mr. Gordon’s separation agreement, as described above under “Former NEOs’ Separation Agreements” on page 56, provided for the following payments and benefits in accordance with the existing terms of his previously disclosed arrangements with the Company following his separation date: (i) a cash severance payment equal to $2,203,200, which reflects an amount equal to two times the sum of Mr. Gordon’s annual base salary and target bonus opportunity; (ii) payment of his annual cash bonus for fiscal year 2023, prorated based on the number of days elapsed through the separation date and determined based on the actual achievement of the applicable performance metrics, payable in a lump sum no later than March 15, 2024; (iii) continued coverage under the Company’s health plans through the second anniversary of the separation date, to the extent permitted under applicable law and the terms of such plans; (iv) payment of the unpaid portion of his spin-off bonus award equal to $250,000; and (v) a payment of reasonable legal fees incurred in the negotiation and preparation of the separation agreement, up to $5,000. Mr. Gordon’s outstanding equity incentive awards were treated in accordance with the existing terms of his compensation arrangements, as previously disclosed by the Company, including that, in consideration for the transition and advisory services Mr. Gordon will provide to the Company, RSUs and Stock Options granted to Mr. Gordon on March 1, 2023 will continue to vest through the end of the consulting period. |
2024 PROXY STATEMENT 67
2023 Pay Ratio Disclosure
Pay Ratio
In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2023:
| + | the median of the annual total compensation of all our employees (excluding our CEO) was $50,441; |
| + | the annual total compensation of our CEO was $45,309,051; and |
| + | the ratio of these two amounts was 898 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. |
Methodology for Identifying Our Median Employee
Employee Population
To identify the median of the annual total compensation of all of our employees (other than our CEO), we first identified our total employee population from which we determined our median employee. We determined that, as of December 31, 2023, our employee population consisted of approximately 13,400 individuals (of which approximately 38% were located in the United States and 62% were located in jurisdictions outside the United States).
As permitted by the Pay Ratio Rule, we adjusted our total employee population (as described above) for purposes of identifying our median employee by excluding approximately 300 of our employees located in certain jurisdictions outside of the United States given the relatively small number of employees in those jurisdictions (40 or less), as follows: Austria, Belgium, Bulgaria, Croatia, Hungary, Indonesia, Kazakhstan, Peru, Philippines, Portugal, Romania, Serbia, Singapore, Slovakia, Slovenia, South Africa, Switzerland, Ukraine, and United Arab Emirates.
After taking into account the above-described adjustments to our employee population as permitted by the Pay Ratio Rule, our total adjusted employee population for purposes of determining our median employee consisted of approximately 13,100 individuals.
Determining our Median Employee
To identify our median employee from our adjusted employee population, we compared the amount of base salary of our employees as reflected in our employee records and converted to U.S. Dollars. In making this determination, we utilized the annualized compensation of our full-time employees, including those who were hired in 2023 (but did not work for us for the entire fiscal year) and permanent part-time employees (reflecting what they would have earned if they had worked the entire year at their part-time schedule). We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation.
Determination of Annual Total Compensation of our Median Employee and our CEO
Once we identified our median employee, we then calculated such employee’s annual total compensation for 2023 by using the same methodology we used for purposes of determining the annual total compensation of our NEOs for 2023 as set forth in the 2023 Summary Compensation Table on page 59.
Our CEO’s annual total compensation for 2023 for purposes of the Pay Ratio Rule is equal to the amount reported in the “Total” column in the 2023 Summary Compensation Table.
Please note that SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.
68
Pay Versus Performance
The following table sets forth the compensation for our Principal Executive Officer (the “PEO”) and the average compensation for our other NEOs, both as reported in the 2023 Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our Peer Group, Net Income and Adjusted EBITDA (non-GAAP).
| Summary | Compensation | Summary | Compensation | Average Summary | Average | Value of Initial Fixed $100 Investment Based On: | ||||||||||||||||||||||||||||||||||
| Year (a) | Compensation Table Total for PEO (Brenton L. Saunders)(1) (b) | Actually Paid to PEO (Brenton L. Saunders)(2) (c) | Compensation Table Total for PEO (Joseph C. Papa)(1) (b) | Actually Paid to PEO (Joseph C. Papa)(2) (c) | Compensation Table Total for Non-PEO NEOs(1) (d) | Compensation Actually Paid to Non-PEO NEOs(2) (e) | Total Shareholder Return(3) (f) | Peer Group Total Shareholder Return(3) (g) | Net Income(4) (h) | Adjusted EBITDA (non- GAAP)(5) ($) (i) | ||||||||||||||||||||||||||||||
| 2023 | ( | ) | ||||||||||||||||||||||||||||||||||||||
| 2022 | ( | ) | ||||||||||||||||||||||||||||||||||||||
| (2) |
|
(1) | Compensation for our PEOs reflects the amounts reported in the 2023 Summary Compensation Table for the respective years. Our PEO in
2022 was |
| (2) | Compensation actually paid for the PEO and average compensation actually paid for our non-PEO NEOs in 2023 reflect the respective amounts set forth in columns (b) and (d), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year. The amounts in the table below reflect the year-over-year change in fair value of equity awards to equity award granted to our NEOs in 2023 and BHC equity awards granted to our NEOs in years prior to our IPO in 2022. For information regarding the decisions made by our Talent and Compensation Committee in regards to the PEO’s and our other NEOs’ compensation for fiscal year 2023, see the “Compensation Discussion and Analysis” beginning on page 41. |
| PEO 2023 (Brenton L. Saunders) |
PEO 2023 (Joseph C. Papa) |
Non-PEOs 2023 | ||||
| Summary Compensation Table Total | ||||||
| Less Stock Award Value Reported in Summary Compensation Table for the Covered Year (b) | ||||||
| Plus Fair Value for Awards Granted in the Covered Year | ||||||
| Change in Fair Value of BLCO Outstanding Unvested Awards from Prior Years | ( |
( | ||||
| Change in Fair Value of BHC Outstanding Unvested Awards from Prior Years | ||||||
| Change in Fair Value of BLCO Awards from Prior Years that Vested in the Covered Year | ||||||
| Change in Fair Value of BHC Awards from Prior Years that Vested in the Covered Year | ||||||
| Less Fair Value of BLCO Awards Forfeited during the Covered Year | ||||||
| Less Fair Value of BHC Awards Forfeited during the Covered Year | ||||||
| Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | ||||||
| Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | ||||||
| Plus Aggregate Service Cost and Prior Service Cost for Pension Plans | ||||||
| Compensation Actually Paid |
Fair values set forth in the table above are computed in accordance with FASB ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date or fair values of awards that were forfeited in the covered year, which are valued as of the last day of the year immediately preceding the covered year.
| (3) | TSR is cumulative for the measurement periods beginning on the B+L IPO date and ending on each of December 31, 2023 and December 31, 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The Peer Group for purposes of this table is the same as our Peer Group as determined under Item 201(e) of Regulation S-K and described in Item 5 of the Company’s Annual Report. | |
| (4) | Presented in millions. Reflects “Net Income” as required to be disclosed in the Company’s Consolidated Statements of Income included in the Company’s Annual Report on Form 10-K for the years ended December 31, 2023 and December 31, 2022. | |
| (5) | Presented in millions. This is a non-GAAP measure. Please see Appendix C for additional information and a reconciliation of non-GAAP financial measures to the most comparable GAAP financial measures and ratios. |
2024 PROXY STATEMENT 69
The following table sets forth an unranked list of the financial performance measures that we view as the “most important” measures for linking our NEOs’ compensation to performance, as specifically listed below, which are metrics utilized under our annual cash and long-term incentive programs for 2023.
For more information on the financial performance metrics that are listed below and how they are utilized in our compensation program, please see “Compensation Discussion and Analysis”.
| Performance Measures |
| * | |
| ** |
See Appendix C for additional information on non-GAAP financial measures and ratios.
Relationship Between Financial Measures and Compensation Actually Paid
The SEC’s rules require that the pay versus performance disclosure include an unranked list of three to seven performance measures that the Company considers to be its most important measures used to align compensation actually paid to the NEOs to a company’s performance. The table above represents the unranked list of the “most important” financial measures the Company used to align compensation actually paid to our NEOs for fiscal year 2023 to the Company’s performance.
From the above list of performance measures, we view Adjusted EBITDA (non-GAAP) as our most important financial performance measure used to link compensation actually paid to our PEOs and other NEOs to Company performance for fiscal 2023. Adjusted EBITDA (non-GAAP) is a key component of the Company’s performance-based incentive compensation program and is utilized under our AIP given it is a performance measure over which our NEOs can have significant impact. In addition, Adjusted EBITDA (non-GAAP) is directly linked to the Company’s long-term strategic growth plan and performance that drive stockholder value and is highly correlated with fluctuations in our stock price.
As for the other performance measures listed in the table above, Organic Revenue Growth (non-GAAP)**, relative Total Shareholder Return and absolute Shareholder Return, are equally weighted metrics in our long-term performance-based incentive compensation program for fiscal 2023, which was a key component of our NEOs’ pay in 2023.
For additional information regarding how the above listed performance measures were utilized as part of our executive compensation program in fiscal 2023, see “Compensation Discussion and Analysis.”
Compensation Actually Paid versus TSR and versus Peer Group TSR
The following graph shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with our cumulative TSR and the cumulative TSR of our Peer Group over the covered fiscal years.
For additional details regarding how TSR was utilized under our 2023 compensation program to link pay with performance, please refer to the Long-Term Incentive Program description starting on page 49.
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Compensation Actually Paid versus Net Income
The following graph shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with our Net Income over the covered fiscal years.
Compensation Actually Paid versus Adjusted EBITDA (Non-GAAP)*
The following graph shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with our Adjusted EBITDA (Non-GAAP)* over the covered fiscal years.
For additional details regarding how Adjusted EBITDA (non-GAAP)* was utilized under our 2023 compensation program to link pay with performance, please refer to the Annual Incentive Program description starting on page 46.
| * | This is a non-GAAP measure. See Appendix C for more information on non-GAAP measures and ratios. |
2024 PROXY STATEMENT 71
PROPOSAL 3
Approval of an Amendment and Restatement of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan to Increase the Number of Common Shares Authorized for Issuance Thereunder
We are asking that our shareholders vote in favor of approving an amendment and restatement (the “amendment”) of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan (as amended and restated from time to time) (the “Omnibus Plan”) to increase the number of B+L Common Shares of the Company authorized for issuance under the Omnibus Plan by an additional 14,000,000 B+L Common Shares. This amendment to the Omnibus Plan was approved by the Board on April 16, 2024, subject to shareholder approval.
Background
The Omnibus Plan, which was originally established by the Company effective as of May 5, 2022, and was subsequently amended and restated effective as of April 24, 2023, authorizes a total of 38,000,000 B+L Common Shares for issuance pursuant to awards under the plan (the “Existing Share Pool”), plus shares underlying Converted Awards (as defined below) granted in connection with the Existing Share Pool under the Omnibus Plan.
If the proposed amendment to increase the number of B+L Common Shares authorized for issuance under the Omnibus Plan is approved by our shareholders, then, effective as of May 29, 2024, the number of B+L Common Shares authorized for issuance under the Omnibus Plan will increase by an additional 14,000,000 B+L Common Shares (subject to adjustment in accordance with the plan). The additional 14,000,000 B+L Common Shares that will be authorized for issuance under the Omnibus Plan, if this proposed amendment is approved, represent approximately 4% of the common shares outstanding on a fully-diluted basis as of December 31, 2023 and 4% of the common shares of outstanding on a fully-diluted basis as of March 31, 2024.
In connection with the approval of the amendment to the Omnibus Plan, our Board and Talent and Compensation Committee carefully considered our anticipated future equity needs, our historical equity incentive compensation practices and the advice of our Talent and Compensation Committee’s independent compensation consultant. Our Board believes that the increased number of B+L Common Shares available for issuance under the Omnibus Plan represents a reasonable amount of potential additional equity dilution and allows us to continue awarding equity incentives, which are an important component of our compensation program as discussed in “Compensation Discussion and Analysis” beginning on page 41.
If the proposed amendment to increase the share reserve under the Omnibus Plan is not approved by our shareholders, then the Omnibus Plan will remain in effect in accordance with its existing terms, and we will continue to grant equity incentive awards under the Omnibus Plan until the earlier of its expiration on May 29, 2034 or the date on which there cease to be any shares remaining available for issuance under the Omnibus Plan. Following the expiration of the Omnibus Plan or the exhaustion of the existing share reserve, we will be unable to maintain our current equity grant practices, and therefore we will be at a significant competitive disadvantage in attracting and retaining talent. We may also be compelled to replace equity incentive awards with cash awards, which may not align the interests of our executives and employees with those of our shareholders as effectively as equity incentive awards.
Summary of the Omnibus Plan
The following is a summary of the material terms of the Omnibus Plan, as amended. This summary does not purport to be complete and is qualified in its entirety by the full text of the Omnibus Plan, as amended, a copy of which is included as Appendix B to this Proxy Statement. The capitalized terms not otherwise defined in this summary have the meanings assigned to them in the Omnibus Plan.
Purpose
The purpose of the Omnibus Plan is to align the long-term financial interests of our employees, directors, consultants and other service providers with the interests of our shareholders, attract and retain such service providers and provide incentives to those individuals who are expected to contribute significantly to our long-term performance and growth.
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Shares Available Under the Omnibus Plan
Subject to adjustment made in connection with a recapitalization and certain other events set forth in the Omnibus Plan, the aggregate maximum number of B+L Common Shares authorized for issuance pursuant to Awards (as defined below) under the Omnibus Plan, as amended, is equal to (i) 52,000,000 shares (the “Amended Share Pool”) (which reflects the sum of (A) the 38,000,000 shares currently authorized for issuance pursuant to the Existing Share Pool under the Omnibus Plan and (B) the additional 14,000,000 shares proposed for approval under this Proposal 3), plus (ii) the number of B+L Common Shares underlying awards originally granted under the Bausch Health Companies Inc. 2014 Omnibus Incentive Plan (as amended and restated effective as of June 21, 2022) that are converted into Awards with respect to B+L Common Shares at the Distribution (as such term is defined in the employee matters agreement by and between Bausch + Lomb and BHC, dated as of March 30, 2022 (the “Employee Matters Agreement”)) (the “Converted Awards”) pursuant to the Employee Matters Agreement. Shares underlying “substitute awards” (i.e., awards granted as replacements for awards granted by a company that we or one of our subsidiaries acquires or with which we or one of our subsidiaries combines) (“Substitute Awards”) will not reduce the number of B+L Common Shares available for issuance under the Omnibus Plan.
Subject to adjustment made in connection with a recapitalization and certain other events set forth in the Omnibus Plan, (i) in any calendar year, no participant who is a non-employee director of Bausch + Lomb shall be granted Awards, in either equity, cash or other compensation, with an aggregate fair market value as of the grant date or payment date, as applicable, in excess of $750,000; (ii) the number of B+L Common Shares issuable to certain reporting insiders (“Insiders”), at any time, under all security-based compensation arrangements of Bausch + Lomb, cannot exceed 10% of our issued and outstanding B+L Common Shares; (iii) the number of B+L Common Shares issued to Insiders, within any one-year period, under all security-based compensation arrangements of Bausch + Lomb, cannot exceed 10% of issued and outstanding securities; and (iv) the number of B+L Common Shares issuable to non-employee members of the Board, at any time, under all security-based compensation arrangements of Bausch + Lomb, cannot exceed 1% of our issued and outstanding B+L Common Shares. The Omnibus Plan does not otherwise provide for a maximum number of B+L Common Shares which may be issued to an individual pursuant to the Omnibus Plan and any other security-based compensation arrangements of Bausch + Lomb (expressed as a percentage or otherwise). In addition, subject to adjustment made in connection with a recapitalization and certain other events set forth in the Omnibus Plan, the maximum number of B+L Common Shares available for issuance with respect to incentive stock options will be equal to the Amended Share Pool.
If any B+L Common Shares subject to an Award are forfeited, canceled, exchanged or surrendered, or if an Award terminates or expires without a distribution of B+L Common Shares to the participant, B+L Common Shares with respect to the Award (other than a Converted Award or Substitute Award) shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Omnibus Plan; however, B+L Common Shares surrendered or withheld as payment of either the exercise price of an option (including B+L Common Shares otherwise underlying an award of a share appreciation right (“SAR”) that are retained by Bausch + Lomb to account for the exercise price of the SAR) and/or withholding taxes in respect of an Award will no longer be available for Awards under the Omnibus Plan.
Administration of the Omnibus Plan
Except as otherwise required by law or as designated otherwise by the Board, the Omnibus Plan will be administered by our Talent and Compensation Committee. Our Talent and Compensation Committee will have full power and authority to administer the Omnibus Plan, including, among other things, to interpret the Omnibus Plan and adopt any administrative rules, regulations, procedures and guidelines governing the Omnibus Plan or any Awards granted under the Omnibus Plan as it deems to be appropriate.
Eligibility
Generally, employees, directors and consultants of Bausch + Lomb, its subsidiaries and its affiliates will be eligible to receive Awards under the Omnibus Plan, as selected by our Talent and Compensation Committee in its discretion. Our Talent and Compensation Committee currently expects that approximately 2,500 employees and all non-employee directors (of whom there will be 10 if all such nominees are elected pursuant to Proposal 1) will initially be eligible to participate in the Omnibus Plan. The basis for participation in the Omnibus Plan is our Talent and Compensation Committee’s (or its authorized delegate’s) decision, in its sole discretion, that an award to an eligible participant will further the Omnibus Plan’s purposes as described above. In exercising its discretion, the Administrator (or its delegate) will consider the recommendations of management and the purposes of the Omnibus Plan.
In addition, current BHC employees and other service providers are eligible to participate in the Omnibus Plan solely with respect to any Converted Awards received by such individuals in connection with the Distribution pursuant to the terms of the Employee Matters Agreement.
2024 PROXY STATEMENT 73
Types of Awards
Awards under the Omnibus Plan (the “Awards”) may include one or more of the following: (i) stock options (both non-qualified and incentive stock options), (ii) SARs, (iii) share units, (iv) restricted shares, (v) deferred shares, (vi) share payment, (vii) cash-based awards and (viii) Converted Awards. All of the Awards will be subject to the conditions, limitations, restrictions, exercise price (as applicable), vesting and forfeiture provisions (including service-and performance-based vesting conditions) determined by our Talent and Compensation Committee, in its sole discretion, subject to such limitations as are provided in the Omnibus Plan as described below; provided that, the terms and conditions of the Omnibus Plan apply to Converted Awards only to the extent that such terms and conditions are not inconsistent with the terms of the Employee Matters Agreement and the terms of the applicable Converted Awards assumed by Bausch + Lomb in accordance with the Employee Matters Agreement. In addition, subject to the limitations provided in the Omnibus Plan and in accordance with applicable law, our Talent and Compensation Committee may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards, and waive any conditions or restrictions imposed with respect to Awards or B+L Common Shares issued pursuant to Awards, including in connection with a “change of control” or a qualifying termination of employment during a specified period following a change of control, as set forth in the Omnibus Plan and described below under “Change of Control.”
Non-qualified Stock Options
An Award of a non-qualified stock option will grant a participant the right to purchase a certain number of B+L Common Shares during a specified term in the future, after a vesting period, at an exercise price equal to at least 100% of the Market Price (as defined below) of B+L Common Shares on the grant date (except in the case of Converted Awards and Substitute Awards). The “Market Price” of B+L Common Shares as of a particular date generally means the closing price per B+L Common Share on the national securities exchange on which B+L Common Shares are principally traded (subject to certain exceptions set forth in the Omnibus Plan in the event that B+L Common Shares are no longer traded on a national securities exchange). The term of a non-qualified stock option will not exceed ten years from the date of grant. The exercise price may be paid with cash, B+L Common Shares already owned by the participant (subject to applicable corporate and securities laws), or with the proceeds from a sale of B+L Common Shares subject to the option. Our Talent and Compensation Committee may also provide that an option may be “net exercised”, meaning that the participant would receive the number of whole B+L Common Shares equal to (A) the difference between (x) the aggregate Market Price of B+L Common Shares subject to the portion of such option then being exercised and (y) the aggregate exercise price for all such B+L Common Shares under the portion thereof then being exercised plus (to the extent it would not give rise to adverse accounting consequences pursuant to applicable accounting principles or to adverse tax consequences to participants under Canadian federal, provincial or territorial tax laws) the amount of withholding tax due upon exercise divided by (B) the Market Price of a B+L Common Share on the date of exercise. Any fractional share that would result from such equation will be canceled. A non-qualified stock option is an option that does not meet the qualifications of an incentive stock option as described below.
Incentive Stock Options
An incentive stock option is a stock option that meets the requirements of Section 422 of the Code, which include an exercise price of no less than 100% of Market Price on the grant date, a term of no more than ten years, and that the option be granted from a plan that has been approved by shareholders. Notwithstanding the foregoing, if granted to a participant who owns shares representing more than 10% of the voting power of all classes of shares of Bausch + Lomb, its parent or one of its subsidiaries, an incentive stock option will have a term of not more than five years and have an exercise price which is at least 110% of the Market Price. In addition, if the aggregate Market Price of B+L Common Shares (as of the grant date) for which incentive stock options are exercisable for the first time by a participant during any calendar year exceeds $100,000, such excess will be treated as non-qualified stock options.
Share Appreciation Rights
A SAR entitles the participant to receive an amount equal to the difference between the Market Price of the B+L Common Shares on the exercise date and the exercise price of the SAR (which may not be less than 100% of the Market Price of a B+L Common Share on the grant date (except in the case of Converted Awards and Substitute Awards)), multiplied by the number of B+L Common Shares subject to the SAR. A SAR may be granted in substitution for a previously granted option, and, if so, the exercise price of any such SAR may not be less than 100% of the Market Price of B+L Common Shares as determined at the time the option for which it is being substituted was granted. Payment to a participant upon the exercise of a SAR may be in cash or B+L Common Shares (in which case, the number of B+L Common Shares to be paid will be determined by dividing the amount calculated above by the Market Price of a B+L Common Share at the time of payment).
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Share Units
A share unit is an Award that represents the right to receive B+L Common Shares or cash equal to the Market Price of B+L Common Shares, subject to terms and conditions determined by our Talent and Compensation Committee. The vesting of share units may be subject to the achievement of specified performance criteria to be achieved in any performance period, with a performance multiplier ranging from 0% to such applicable percentage as determined by our Talent and Compensation Committee in its discretion. Share units may be settled in cash, B+L Common Shares or a combination of both.
Restricted Shares
A restricted share award is an Award of B+L Common Shares that does not vest until after a specified period of time, or satisfaction of other vesting conditions as determined by our Talent and Compensation Committee, and which may be forfeited if conditions to vesting are not met. Subject to any required Toronto Stock Exchange approval at the relevant time, participants will generally be entitled to provide voting instructions with respect to B+L Common Shares underlying their restricted share awards.
Deferred Shares
A deferred share award is an unfunded, unsecured promise to deliver B+L Common Shares to the participant in the future, if the participant satisfies the conditions to vesting, as determined by our Talent and Compensation Committee. Participants who hold deferred share awards do not have voting rights.
Share Payment
Subject to limits in the Omnibus Plan, our Talent and Compensation Committee may issue unrestricted B+L Common Shares, alone or in tandem with other Awards, in such amounts and subject to such terms and conditions as our Talent and Compensation Committee determines. A share payment may be granted as, or in payment of, a bonus, or to provide incentives or recognize special achievements or contributions.
Cash Awards
Our Talent and Compensation Committee may issue Awards that are payable in cash, as deemed by our Talent and Compensation Committee to be consistent with the purposes of the Omnibus Plan. These cash awards will be subject to the terms, conditions, restrictions and limitations determined by our Talent and Compensation Committee from time to time. The payment of cash awards may be subject to the achievement of specified performance criteria.
Converted Awards
Awards that were granted with respect to BHC Common Shares, no par value, that are converted into Awards pursuant to the Employee Matters Agreement will be governed by the Omnibus Plan.
Deferrals
Our Talent and Compensation Committee may postpone the exercise of Awards, or the issuance or delivery of B+L Common Shares or cash pursuant to any Award for such periods and upon such terms and conditions as our Talent and Compensation Committee determines. In addition, our Talent and Compensation Committee may determine that all or a portion of a payment to a participant, whether in cash and/or B+L Common Shares, will be deferred in order to prevent Bausch + Lomb or any subsidiary from being denied a U.S. federal income tax deduction with respect to an Award granted under the Omnibus Plan. Notwithstanding this authority, our Talent and Compensation Committee will not postpone the exercise or delivery of shares or cash payable in respect of Awards constituting deferred compensation under Section 409A of the Code, where such postponement will cause the imposition of additional taxes under Section 409A of the Code. Section 409A of the Code provides rules that govern the manner in which compensation of various types may be deferred and imposes taxes upon compensation that is improperly deferred or accelerated.
Blackout Periods
The Omnibus Plan provides that (i) if the expiration of the term of options or SARs awarded under the Omnibus Plan occurs during a period self-imposed by Bausch + Lomb during which a participant is prohibited from trading in Bausch + Lomb’s securities (a “Blackout Period”) such term will be extended until the tenth business day after the end of such Blackout Period (subject to any limitations set forth under Section 409A of the Code) and (ii) if share units are to be delivered during a Blackout Period, B+L Common Shares subject to such share units will be delivered as soon as practicable after the end of such Blackout Period (subject to any limitations set forth under Section 409A of the Code).
2024 PROXY STATEMENT 75
Dividends and Dividend Equivalents
No stock options or SARs will be eligible for the payment of dividends or dividend equivalents. For Awards other than stock options and SARs (restricted share awards, deferred share awards and share units), our Talent and Compensation Committee may provide that Participants may earn dividends or dividend equivalents, as applicable, subject to such terms, conditions, restrictions and limitations as our Talent and Compensation Committee may establish and subject to the applicable regulations of the Toronto Stock Exchange. However, dividends or dividend equivalents (i) shall have the same vesting dates and shall be paid in accordance with the same terms as the Awards to which they relate and (ii) with respect to any Award subject to the achievement of performance criteria, shall not be paid unless and until the relevant performance criteria have been satisfied. Such dividends or dividend equivalents shall be in the same amount as the dividend the participant would have received had B+L Common Shares underlying the Award been distributed to the participant as of immediately prior to the record date of such dividend.
Adjustments
In the event of any changes in our capital structure (including a change in the number of B+L Common Shares outstanding) on account of any share dividend, share split, reverse share split or any similar equity restructuring, or any combination or exchange of equity securities, merger, consolidation, recapitalization, reorganization or similar event, or in the event of changes in applicable laws, regulations or accounting principles or to the extent necessary to prevent the enlargement or diminution of participants’ rights by reason of any such transaction or event or any extraordinary dividend, divestiture or other distribution (other than ordinary cash dividends) of assets to shareholders, our Talent and Compensation Committee shall make appropriate equitable adjustments to the maximum number and type of B+L Common Shares (or other securities) available for issuance under the Omnibus Plan and other limits stated in the Omnibus Plan, the number of B+L Common Shares covered by outstanding Awards, and the exercise prices and performance measures applicable to outstanding Awards. These adjustments will be made only to the extent they conform to the requirements of applicable provisions of the Code and other applicable laws and regulations. Our Talent and Compensation Committee, in its discretion, may decline to adjust an Award if it determines that the adjustment would violate applicable law or result in adverse tax consequences to the participant or to Bausch + Lomb. Adjustments described in this paragraph are subject to any applicable regulatory approvals.
Terminations
Unless the applicable award agreement provides otherwise, or our Talent and Compensation Committee determines otherwise, (i) vesting with respect to an Award will cease upon termination of a participant’s employment or service with Bausch + Lomb, and unvested Awards shall be forfeited upon such termination and (ii) in the case of termination for cause, vested Awards shall also be forfeited.
Clawback
Our Talent and Compensation Committee may provide that a participant’s rights, payments and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include termination of employment or service, violation of material policies, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants, or requirements to comply with minimum share ownership requirements, or other conduct by a participant that is detrimental to the business or reputation of Bausch + Lomb and/or its affiliates. Our Talent and Compensation Committee also has authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes. Our awards are subject to the Company’s clawback policies as described above in “Clawback Policies” on page 57.
Change of Control
The Omnibus Plan provides that, unless otherwise set forth in a participant’s award agreement, our Talent and Compensation Committee may take such action as it determines is appropriate with respect to any outstanding Awards in the event of a “change of control” (as defined in the Omnibus Plan), including (i) the continuation or assumption of Awards by Bausch + Lomb (if it is the surviving corporation) or by the successor or surviving entity or its parent, (ii) substitution or replacement of Awards by the successor or surviving entity or its parent with cash, securities, rights and/or other property to be paid or issued, as the case may be, by the successor or surviving entity (or a parent or subsidiary thereof), with substantially the same terms and value as Awards (including any applicable performance targets and criteria), (iii) the acceleration of the vesting and the lapse of any restrictions, and in the case of any Option or SAR, acceleration of the right to exercise such Award during a specified period, (iv) the cancellation of any Award in consideration of a payment in cash or, subject to any required Toronto Stock Exchange approval, securities, rights and/or other property equal to the value of such Award, (v) with respect to Awards that are assumed or substituted in connection with a change of control transaction, in the event the participant’s employment or service is terminated by Bausch + Lomb without “cause” or the participant resigns for “good reason” (each as defined in the Omnibus Plan) within 12 months following the change of control, such Awards will become fully vested and exercisable and any performance conditions on those Awards will be deemed to be achieved at target performance levels (or at other such other
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level as determined by our Talent and Compensation Committee or specified in the definitive transaction documentation in connection with such change of control) and (vi) immediately upon the occurrence of the change of control transaction, all Awards that are not assumed or substituted in connection with the change of control transaction will become fully vested (on a pro rata basis, if applicable), exercisable and free of restrictions and any performance conditions on those Awards will be deemed to be achieved at target performance levels (or at such other level as determined by our Talent and Compensation Committee or specified in the definitive transaction documentation in connection with such change of control).
Assignability
Except as permitted by our Talent and Compensation Committee, provided in an award agreement, or in specific circumstances described in the Omnibus Plan, Awards granted under the Omnibus Plan may not be sold, pledged, hypothecated, assigned, margined or otherwise transferred in any manner other than by will or the laws of descent and distribution, unless and until B+L Common Shares underlying such Award have been issued, and all restrictions applicable to such B+L Common Shares have lapsed or have been waived by our Talent and Compensation Committee.
No Repricing
Subject to adjustment made in connection with a recapitalization and certain other events set forth in the Omnibus Plan, no action will directly or indirectly, through cancellation and regrant or any other method, reduce, or have the effect of reducing, the exercise price of any “underwater” stock option or SAR without approval of Bausch + Lomb’s shareholders. A stock option or SAR will be deemed to be “underwater” at any time when the market value of B+L Common Shares covered by such Award is less than the exercise price of the Award.
Amendment and Plan Termination
Subject to certain restrictions, the Omnibus Plan and any Award may be amended, suspended or terminated at any time by the Board; provided that no amendment will be made without shareholder approval if such shareholder approval is required in order to comply with applicable law or the rules of the New York Stock Exchange, the Toronto Stock Exchange or any other securities exchange on which B+L Common Shares are traded or quoted. For instance, the Board may, without shareholder approval but subject to applicable law and the provisions of the Omnibus Plan, take actions including, but not limited to: (i) amending the vesting provisions of an Award or of the Omnibus Plan; (ii) amending the payment provisions of an Award; (iii) cancelling or modifying outstanding Awards; (iv) waiving any restrictions imposed with respect to Awards or B+L Common Shares issued pursuant to Awards or the Omnibus Plan; (v) amending the provisions of the Omnibus Plan in order to ensure its compliance with applicable securities and tax law as well as the rules of the New York Stock Exchange or Toronto Stock Exchange; (vi) making any amendment of a clerical nature as well as any amendment clarifying any provision of the Omnibus Plan; (vii) making any adjustment as described above under the heading “Adjustments”; and (viii) suspending or terminating the Omnibus Plan. Subject to the change of control provisions of the Omnibus Plan and except as may be required to comply with applicable tax law, no termination, suspension or amendment of the Omnibus Plan may adversely affect the right of any participant with respect to a previously granted Award without the participant’s written consent.
Bausch + Lomb will obtain shareholder approval for: (i) subject to our Talent and Compensation Committee’s obligation to make equitable adjustments as mentioned above, a reduction in the exercise price or purchase price of an Award (or the cancellation and re-grant of an Award resulting in a lower exercise price or purchase price); (ii) the extension of the original term of an option over the maximum period of 10 years described above, except if such term occurs during a Blackout Period as described above; (iii) any amendment to the maximum number of B+L Common Shares available for issuance with respect to incentive stock options; (iv) any amendment to remove or to exceed the participation limits described in the Omnibus Plan; (v) an increase to the maximum number of Common Shares issuable under the Omnibus Plan (other than adjustments described above under the heading “Adjustments”); (vi) amendments to the amendment and termination section of the Omnibus Plan other than amendments of a clerical nature; (vii) any amendment that permits Awards to be transferable or assignable other than for normal estate settlement purposes or for other purposes not involving the receipt of monetary consideration; and (viii) any amendments where shareholder approval is required to comply with applicable law or the rules of the New York Stock Exchange, the Toronto Stock Exchange or any other securities exchange on which B+L Common Shares are traded or quoted.
Effective Date; Plan Term
The Omnibus Plan will become effective as of May 29, 2024 subject to approval of the Company’s shareholders. The Omnibus Plan will remain in effect until the earlier of (i) the date all B+L Common Shares subject to the Omnibus Plan have been purchased or acquired according to the Omnibus Plan’s provisions or (ii) the tenth anniversary of the effective date of the Omnibus Plan. No Awards will be granted under the Omnibus Plan after such termination date, but Awards granted prior to such termination date shall remain outstanding in accordance with their terms (including the administration, adjustment, and amendment provisions).
2024 PROXY STATEMENT 77
Registration with the Securities and Exchange Commission
If our shareholders approve the amendment to the Omnibus Plan, we plan to file with the U.S. Securities and Exchange Commission, as soon as reasonably practicable after such approval, the Registration Statement on Form S-8 relating to the additional shares available for issuance under the Omnibus Plan.
New Plan Benefits
Awards under the Omnibus Plan are made at the discretion of our Talent and Compensation Committee and are not determinable at this time. Moreover, the ultimate value of any grants that are made will depend on the value of the underlying B+L Common Shares at the time of settlement, which likewise is not determinable at this time. Please refer to the “Grants of Plan-Based Awards Table” on page 60 to review equity and equity-based awards made to our NEOs in 2023.
Historical Annual Common Share Usage
As of December 31, 2023, there were 8,169,446 B+L Common Shares subject to outstanding options (2.3% of B+L Common Shares outstanding on a fully diluted basis) and 9,067,578 B+L Common Shares subject to outstanding unit awards (2.6% of B+L Common Shares outstanding on a fully diluted basis, assuming performance unit awards payout at maximum) as well as 19,291,813 B+L Common Shares remaining for future grant (5.5% of B+L Common Shares outstanding on a fully diluted basis). In total, the Company had 36,528,837 B+L Common Shares subject to outstanding equity awards or available for future equity awards under the Omnibus Plan (excluding Converted Awards), which represented approximately 10.4% of fully diluted B+L Common Shares outstanding (or “Overhang Percentage”). The 14,000,000 new B+L Common Shares proposed to be included in the amended Omnibus Plan share reserve would increase the overhang percentage by an additional 4.0% to approximately 14.4% as of December 31, 2023. The options outstanding as of December 31, 2023 have a weighted average exercise price of $18.07 and a weighted average remaining life of 7.7 years.
The Company’s gross burn rate for the period from January 1, 2023 to December 31, 2023 was 3.1% and for the period from May 5, 2022 (the original effective date of the Omnibus Plan) to December 31, 2023 was 6.1%. Burn rate does not take into account equity awards that have been cancelled or forfeited. Burn rate is calculated by dividing the total number of common shares subject to stock options and full value awards (such as restricted stock units) granted during the period (assuming achievement of the maximum performance levels for outstanding performance awards) by the total weighted-average number of common shares outstanding during the period. The Company’s burn rate calculation using the standard TSX methodology for the year ended 2023 was 2.4%. This burn rate calculation assumes performance-based share units vest at target.
U.S. Federal Income Tax Consequences of Omnibus Plan Awards
The following is a brief summary of the principal United States federal income tax consequences of transactions under the Omnibus Plan, based on current United States federal income tax laws. This summary is not intended to be exhaustive, does not constitute tax advice and, among other things, does not describe state, local or foreign tax consequences, which may be substantially different. In particular, this summary does not address Canadian federal, provincial or territorial income tax consequences, including those applicable to employees resident in or whose employment is exercised in Canada.
Non-Qualified Stock Options
Generally, a participant will not recognize taxable income on the grant or vesting of a non-qualified stock option. Upon the exercise of a non-qualified stock option, a participant will recognize ordinary income in an amount equal to the difference between the market value of B+L Common Shares received on the date of exercise and the option cost (number of B+L Common Shares purchased multiplied by the exercise price per Common Share). The Company will ordinarily be entitled to a deduction on the exercise date equal to the ordinary income recognized by the participant upon exercise.
Incentive Stock Options
No taxable income is recognized by a participant on the grant or vesting of an incentive stock option. If a participant exercises an incentive stock option in accordance with its terms and does not dispose of B+L Common Shares acquired within two years after the date of the grant of the incentive stock option or within one year after the date of exercise, the participant will be entitled to treat any gain related to the exercise of the incentive stock option as capital gain (instead of ordinary income). In this case, the Company will not be entitled to a deduction by reason of the grant or exercise of the incentive stock option, however the excess of the market value over the exercise price of B+L Common Shares acquired is an item of adjustment in computing alternative minimum tax of the participant. If a participant holds B+L Common Shares acquired for at least one year from the exercise date and does not sell or otherwise dispose of B+L Common Shares for at least two years from the grant date, the participant’s
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gain or loss upon a subsequent sale will be long-term capital gain or loss equal to the difference between the amount realized on the sale and the participant’s basis in B+L Common Shares acquired. If a participant sells or otherwise disposes of B+L Common Shares acquired without satisfying the required minimum holding period, such “disqualifying disposition” will give rise to ordinary income equal to the excess of the market value of B+L Common Shares acquired on the exercise date (or, if less, the amount realized upon disqualifying disposition) over the participant’s tax basis in B+L Common Shares acquired. The Company will ordinarily be entitled to a deduction equal to the amount of the ordinary income resulting from a disqualifying disposition.
Share Appreciation Rights
Generally, a participant will not recognize taxable income upon the grant or vesting of a SAR, but will recognize ordinary income upon the exercise of a SAR in an amount equal to the cash amount received upon exercise (if the SAR is cash-settled) or the difference between the market value of B+L Common Shares received from the exercise of the SAR and the amount, if any, paid by the participant in connection with the exercise of the SAR. The participant will recognize ordinary income upon the exercise of a SAR regardless of whether B+L Common Shares acquired upon the exercise of the SAR are subject to further restrictions on sale or transferability. The participant’s basis in B+L Common Shares will be equal to the ordinary income attributable to the exercise and the amount, if any, paid in connection with the exercise of the SAR. The participant’s holding period for B+L Common Shares acquired pursuant to the exercise of a SAR begins on the exercise date. Upon the exercise of a SAR, the Company will ordinarily be entitled to a deduction in the amount of the ordinary income recognized by the participant.
Restricted Shares
A participant generally will not be taxed at the time of a restricted share award but will recognize taxable income when the award vests or otherwise is no longer subject to a substantial risk of forfeiture. The amount of taxable income will be the market value of B+L Common Shares at that time.
Participants may elect to be taxed at the time of grant by making an election under Section 83(b) of the Code within 30 days of the award date. If a restricted share award subject to the Section 83(b) election is subsequently canceled, no deduction will be allowed for the amount previously recognized as income, and no tax previously paid will be refunded. Unless a participant makes a Section 83(b) election, dividends paid to a participant on B+L Common Shares of an unvested restricted share award will be taxable to the participant as ordinary income. If the participant made a Section 83(b) election, the dividends will be taxable to the participant as dividend income.
The Company will ordinarily be entitled to a deduction at the same time and in the same amounts as the ordinary income recognized by the participant. Unless a participant has made a Section 83(b) election, the Company will also be entitled to a deduction, for federal income tax purposes, for dividends paid on restricted share awards.
Deferred Shares
A participant will generally not recognize taxable income on a deferred share award until B+L Common Shares subject to the award are distributed. The amount of this ordinary income will be the market value of B+L Common Shares at the time of distribution. Any dividend equivalents paid on deferred share awards are taxable as ordinary income when paid to the participant.
The Company will ordinarily be entitled to a deduction at the same time and in the same amounts as the ordinary income recognized by the participant. The Company will also be entitled to a deduction, for federal income tax purposes, on any dividend equivalent payments made to the participant.
Share Units
Awards of share units are treated, for federal income tax purposes, in substantially the same manner as deferred share awards.
Share Awards
A participant will generally recognize taxable income on the grant of unrestricted B+L Common Shares, in an amount equal to the market value of B+L Common Shares on the grant date. The Company will ordinarily be entitled to a deduction at the same time and in the same amounts as the ordinary income recognized by the participant.
Withholding
To the extent required by law, the Company will withhold from any amount paid in settlement of an Award amounts of withholding and other taxes due or take other action as the Company deems advisable to enable the Company and the participant to satisfy withholding and tax obligations related to any Awards (including by providing for tax withholding obligations due in respect of an Award to be satisfied by “net settlement” or by “sell-to-cover”).
2024 PROXY STATEMENT 79
Cash Awards
A participant will generally recognize taxable income upon the payment of a cash award, in an amount equal to the amount of the cash received. The Company will ordinarily be entitled to a deduction at the same time and in the same amounts as the ordinary income recognized by the participant.
Equity Compensation Plan Information
The following table presents certain information with respect to our equity compensation plans as of December 31, 2023, as required by Item 201(d) of Regulation S-K under the Exchange Act and Item 9 of the National Instrument 51-102F5.
| Plan Category | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights(a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column)(a)(c) | |||||||||
| Equity Compensation Plans Approved By Shareholders | 17,237,024 | (1) | $ 18.07 | 19,291,813 | ||||||||
| Equity Compensation Plans Not Approved By Shareholders | — | — | — | |||||||||
| Total | 17,237,024 | $ 18.07 | 19,291,813 | |||||||||
| (1) | Included in this amount is the maximum number of B+L Common Shares that may be issued under awards under the Omnibus Plan outstanding as of December 31, 2023, assuming the maximum level of attainment of any applicable performance goals. As of December 31, 2023, the weighted average remaining contractual term of outstanding options was 7.7 years. |
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL OF THE FOLLOWING RESOLUTION TO APPROVE THE INCREASE IN THE SHARES AUTHORIZED FOR ISSUANCE UNDER THE BAUSCH + LOMB CORPORATION 2022 OMNIBUS INCENTIVE PLAN.
Resolved, that the shareholders approve the amendment and restatement of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan to increase the maximum number of B+L Common Shares subject to awards which may be issued pursuant to such plan by 14,000,000 B+L Common Shares.
| The Board recommends a vote FOR Proposal No. 3. |
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PROPOSAL 4
|
Appointment of Auditor
The Audit and Risk Committee recommended to the Board that PricewaterhouseCoopers LLP (“PwC”) be put before the shareholders at the Meeting for appointment as our auditor to serve until the close of the 2025 Annual Meeting of Shareholders. The Board has accepted and endorsed this recommendation.
Under the CBCA, at each annual meeting of shareholders, shareholders of a corporation appoint, by ordinary resolution, an auditor to hold office until the close of the next annual meeting of shareholders. Notwithstanding the foregoing, if an auditor is not appointed at a meeting of shareholders, the incumbent auditor continues in office until a successor is appointed. PwC currently serves as auditor of the Company and, therefore, shall continue to serve as the Company’s auditor in the event that this proposal is not adopted by the shareholders.
Representatives of PwC will be present at the Meeting and will have an opportunity to make a statement if desired. Further, the representatives will be available to respond to appropriate shareholder questions submitted in the manner described under “Attending the Meeting — How do I ask a question at the Meeting?” on page 91.
A simple majority of votes cast at the Meeting, whether virtually, or by proxy or otherwise, will be required to appoint PwC. You may either vote “For” the appointment of PwC or “Withhold” your vote with respect to such appointment. If you vote “For” the appointment of PwC, your B+L Common Shares will be voted accordingly. If you select “Withhold” with respect to the appointment of PwC, your vote will not be counted as a vote cast for the purposes of appointing PwC.
As a shareholder of the Company, you are invited to vote with respect to the appointment of PwC as the auditor for the Company to hold office until the close of the 2025 Annual Meeting of Shareholders and to authorize the Board to fix the auditor’s remuneration through the following resolution:
Resolved, that the shareholders hereby appoint PwC as auditor for the Company to hold office until the close of the 2025 Annual Meeting of Shareholders and the Board of the Company is hereby authorized to fix the auditor’s remuneration.
| ||
| The Board recommends that the shareholders vote FOR Proposal No. 4. | ||
2024 PROXY STATEMENT 81
Auditor Fees
The following table presents fees for professional audit and other services rendered by PwC, our independent auditors, for 2023 and 2022. Prior to the B+L IPO, BHC paid any audit, audit-related, tax, or other fees related to the Bausch + Lomb business. The table below summarizes the fees (expressed in thousands of U.S. Dollars) paid by the Company and its consolidated subsidiaries to PwC during 2023 and 2022.
| 2023 | 2022 | |||||||
| ($) | (%) | ($) | (%) | |||||
| Audit Fees(1) | 12,500 | 94 | 9,637 | 99 | ||||
| Audit-Related Fees(2) | 35 | * | 7 | * | ||||
| Tax Fees(3) | 777 | 6 | 46 | * | ||||
| All Other Fees(4) | 0 | * | 0 | * | ||||
| Total | 13,312 | 100 | 9,690 | 100 | ||||
Notes:
| * | Less than 1% |
| (1) | Audit services consist of professional services rendered for the audit of our consolidated financial statements, quarterly reviews, statutory audits, issuance of comfort letters and consents, and assistance with, and review of, documents filed with the SEC. |
| (2) | Audit-related services are generally related to audits of financial statements prepared for special purposes, assignments relating to due diligence investigations, pre-implementation review procedures and employee benefit plan audits. |
| (3) | Tax services are professional services rendered by our auditor for tax compliance and tax consulting primarily related to international transfer pricing. |
| (4) | All other fees are amounts paid for miscellaneous permissible products and services. |
Audit and Risk Committee’s Pre-Approval of Non-Audit Services
The Audit and Risk Committee pre-approves non-audit services that may be provided to the Company and its subsidiaries by its auditor. The Audit and Risk Committee is not permitted to approve any engagement of the Company’s auditor if the services to be performed either fall into a category of services that are not permitted by applicable law or the services would be inconsistent with maintaining the auditor’s independence.
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Audit and Risk Committee Report
The Report of the Audit and Risk Committee of the Board shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference and shall not otherwise be deemed filed under such Acts.
The Audit and Risk Committee, comprised of independent directors, is delegated by the Board to monitor the integrity of our financial statements, the auditor’s qualifications and independence, the performance of the auditor and our internal auditor, and the Company’s compliance with legal and regulatory requirements.
Management has primary responsibility for our financial statements and the overall reporting process as well as establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). PricewaterhouseCoopers LLP, our auditor for fiscal year ended December 31, 2023, had the responsibility for expressing an opinion as to whether the audited financial statements have been prepared in accordance with generally accepted accounting principles in the United States in all material respects and on the effectiveness of our internal controls over financial reporting.
The Audit and Risk Committee met with management and the auditor to review and discuss the audited financial statements for the year ended December 31, 2023. The auditor, as well as the internal auditor, had full access to the Audit and Risk Committee, including regular meetings without management present.
The Audit and Risk Committee received from and discussed with the auditor the written report and the letter from the auditor required by applicable requirements of the Public Company Accounting Oversight Board regarding the auditor’s communications with the Audit and Risk Committee concerning independence and has discussed with the auditor the auditor’s independence. Additionally, the committee discussed with the auditor the matters required by the Public Company Accounting Oversight Board and the SEC.
The Audit and Risk Committee acts only in an oversight capacity and must rely on the information provided to it and on the representations made by management and the auditor. Based on the aforementioned reviews and discussions, and the report of the auditor, the Audit and Risk Committee recommended to the Board that the audited financial statements for the year ended December 31, 2023, be included in the Company’s Annual Report filed with the SEC.
Audit and Risk Committee
| Sarah B. Kavanagh (Chair) |
Nathalie Bernier | Gary Hu | Russel C. Robertson |
2024 PROXY STATEMENT 83
Other Matters
Certain Related-Party Transactions
As described in the section titled “Corporate Governance — Other Governance Policies and Practices — Ethical Business Conduct — Bausch + Lomb Code of Conduct” beginning on page 34, the Board has adopted the Bausch + Lomb Code of Conduct, which sets out the Company’s expectations for the conduct of our employees in their dealings on behalf of the Company. The Conflict-of-Interest Policy set forth in our Code of Conduct requires that our employees avoid situations in which they have a potential or actual conflict of interest with the Company. In accordance with our Conflict of Interest Policy, any employee, including our officers, involved in any type of relationship described in the Conflict of Interest Policy is required to immediately and fully disclose the relevant circumstances to his or her immediate supervisor, the Chief Legal Officer or the Chief Compliance & Ethics Officer, and in accordance with the process set out in the Company’s Conflicts of Interest Standard Operating Procedures. Where a director has an interest in a material contract or material transaction, the director is prohibited from voting on such contract or transaction. The Audit and Risk Committee reviews and makes recommendations to the Board on all matters involving a director’s potential or actual conflict of interest as may be referred to the Audit and Risk Committee by the Board. Directors may not use the Company assets, labor or information for personal use unless approved by the Chair of the Audit and Risk Committee or as a part of a compensation or expense reimbursement program available to all directors. In addition to reviewing cases where the conflict, or potential conflict, involves a member of the Board, the Audit and Risk Committee reviews transactions or proposed transactions in which an executive officer of the Company or a senior financial officer of the Company has an interest that conflicts with the transaction Company’s interest (including all transactions required to be disclosed by Item 404(a) of Regulation S-K or otherwise required by law or applicable stock exchange requirements). In reviewing any transaction, directors must act with a view to the best interests of Bausch + Lomb. Our Conflict-of-Interest Policy states that the following are types of outside activities that can create conflicts:
| + | Ownership by an employee or any member of the employee’s family of a substantial interest in any concern that does business with the Company. |
| + | Serving as a director, officer, employee, consultant, advisor, or in any other capacity for any business or other organization with which Bausch + Lomb currently (or potentially) has a business relationship. |
| + | Employees may serve on profit and non-profit boards of directors, but this must be disclosed and authorized by the Conflict-of-Interest Committee. |
| + | Engaging in an outside activity with an individual, business or organization which currently (or potentially) has a competitive or business relationship with the Company. |
| + | Taking opportunities that are discovered through the use of corporate property, information or position for personal gain. |
| + | Employment or service with any government entity that regulates or oversees the Company’s activities. |
| + | Outside employment which conflicts or might be reasonably expected to conflict with the normal duties of the director or employee. |
We define related-party transactions as transactions and series of similar transactions to which we were a party or will be a party, in which the amounts involved exceeded or will exceed $120,000 and any of our directors, executive officers or beneficial holders of more than 5% of any class of our capital stock (each, a “related-party”) had or will have a direct or indirect material interest.
Since January 1, 2023, the Company has not entered into any related party transactions.
Agreements between BHC and the Company
In connection with our IPO, the Company and BHC entered into certain agreements that provide a framework for the Company’s ongoing relationship with BHC. Of the agreements summarized below, the material agreements are filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC and on SEDAR+ on February 21, 2024. These summaries are qualified in their entirety by reference to the full text of such agreements.
Master Separation Agreement
We entered into a master separation agreement (the “Master Separation Agreement”) with BHC that, together with the other agreements summarized below, governs the relationship between BHC and the Company following the B+L IPO. In particular, the master separation agreement provides, among other things, that, subject to the terms and conditions contained therein: (1) allocation of assets and liabilities to us and BHC according to the business to which such assets or liabilities relate and (2) assumption by us of liability for all pending, threatened and unasserted legal matters exclusively related to our business or our assumed or retained liabilities.
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Arrangement Agreement
We entered into an arrangement agreement (the “Arrangement Agreement”) with, among others, BHC that provides for, among other things, the terms of the Plan of Arrangement (as defined therein), the conditions to the completion of the Arrangement (as defined therein), the rights of the parties to amend the Plan of Arrangement, actions to be taken prior to and after the effective date of the Arrangement, certain indemnities and the rights of the parties to terminate the Arrangement Agreement in certain circumstances.
Transition Services Agreement
We entered into a transition services agreement with BHC to provide each other, on a transitional basis, certain administrative, human resources, treasury and support services and other assistance, for a limited time to help ensure an orderly transition following our IPO. The transition services agreement specifies the calculation of our costs for these services.
Tax Matters Agreement
We entered into a tax matter agreement with BHC that governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.
Employee Matters Agreement
We entered into an employee matter agreement with BHC, which governs our relationship with BHC with respect to employment, compensation and benefits matters. The employee matter agreement governs, among other things, the allocation of employee-related liabilities, the mechanics for the transfer of Bausch + Lomb employees, the treatment of outstanding equity awards and the treatment of Bausch + Lomb employees’ participation in BHC’s retirement and health and welfare plans.
Registration Rights Agreement
We entered into a registration rights agreement with BHC pursuant to which we agree that, upon the request of BHC, we will use our commercially reasonable efforts to effect the registration under applicable U.S. federal and state securities laws of any of the B+L Common Shares retained by BHC and certain of its subsidiaries, and to file any required Canadian prospectuses relating to such registration.
Intellectual Property Matters Agreement
We entered into an intellectual property matters agreement pursuant to which we granted to BHC a non-exclusive, worldwide, royalty-free license to use the “BAUSCH” name and marks, and certain other marks (which we refer to as the “Licensed Trademarks”) for a transitional period beginning on the Separation Date (as defined therein) and extending for a transitional period after the Distribution Date (as defined therein) to allow for the renaming and rebranding of BHC. The intellectual property matters agreement includes certain customary quality control provisions which impose obligations and restrictions on BHC’s use of the Licensed Trademarks.
Real Estate Matters Agreement
We entered into a real estate matters agreement, pursuant to which certain leased and owned property are shared between us and BHC.
Director Appointment and Nomination Agreement
In connection with the B+L IPO, we entered into a Director Appointment and Nomination Agreement, as amended and restated on June 21, 2022 (the “A&R Icahn Agreement”) with Carl C. Icahn and the persons and entities listed therein (collectively, the “Icahn Group”), pursuant to which the Company agreed to, as soon as practicable following June 21, 2022, to: (i) increase the size of the Board by two members and (ii) appoint two individuals identified by the Icahn Group and reasonably acceptable to the Company (collectively, the “Icahn Designees”) to the Board to fill the resulting vacancies, with a term expiring at the first annual general meeting of shareholders of the Company following such written election (such date, the “First Post-Designation Annual Meeting”). In addition, the Icahn Group will be entitled, in the event any Icahn Designee resigns or for any reason fails to serve or is not serving as a director (subject to certain limited exceptions set forth in the A&R Icahn Agreement), to designate a replacement for appointment to the Board on the terms set forth in the A&R Icahn Agreement.
2024 PROXY STATEMENT 85
So long as an Icahn Designee is a member of the Board, the Icahn Group will also have certain rights with respect to newly created committees as set forth in the A&R Icahn Agreement. In addition, any consideration by the Board of appointment and employment of named executive officers, certain significant transactions, and voting with respect thereto, will take place only at the level of the full Board or in committees of which one of the Icahn Designees is a member.
If at any time the Icahn Group ceases to hold an aggregate “net long position”, as defined in the A&R Icahn Agreement, in at least (x) six percent (6%) of the total outstanding (A) common shares of Bausch Health Companies Inc. (“BHC” and such common shares, “BHC Common Shares”), for so long as BHC owns at least 80% of the common shares of the Company (“B+L Common Shares”), or (B) B+L Common Shares, at any other time, in each case as of the date hereof (as adjusted for any stock dividends, combinations, splits, recapitalizations and similar type events), (1) one of the Icahn Designees shall promptly resign from the Board and any committee of the Board on which he or she then sits and (2) the Icahn Group shall not have the right to replace such Icahn Designee; or (y) in at least three percent (3%) of the total outstanding (A) BHC Common Shares, for so long as BHC owns at least 80% of the B+L Common Shares, or (B) B+L Common Shares, at any other time, in each case as of the date hereof, (1) each of the Icahn Designees shall, and the Icahn Group shall cause such Icahn Designee to, promptly tender his or her resignation from the Board and any committee of the Board on which he or she then sits and (2) the Icahn Group shall not have the right to replace such Icahn Designee(s). So long as the Icahn Group holds “an aggregate net long position”, as defined in the A&R Icahn Agreement, in at least six (6%) percent of the total outstanding (A) BHC Common Shares, for so long as BHC owns at least 80% of the B+L Common Shares, or (B) B+L Common Shares, at any other time, in each case as of the date hereof, the Company shall not adopt a Rights Plan with an “Acquiring Person” beneficial ownership threshold below 20.0% of the then-outstanding B+L Common Shares, unless (x) such Rights Plan provides that, if such Rights Plan is not ratified by the Company’s stockholders within 105 days of such Rights Plan being adopted, such Rights Plan shall automatically expire and (y) the “Acquiring Person” definition of such Rights Plan exempts the Icahn Group up to a beneficial ownership of 19.95% of the then outstanding B+L Common Shares. The term “Rights Plan” shall mean any plan or arrangement of the sort commonly referred to as a “rights plan” or “stockholder rights plan” or “shareholder rights plan” or “poison pill” that is designed to increase the cost to a potential acquirer of exceeding the applicable ownership thresholds through the issuance of new rights, common stock or preferred shares (or any other security or device that may be issued to stockholders of the Company, other than ratably to all stockholders of the Company) that carry severe redemption provisions, favorable purchase provisions or otherwise, and any related rights agreement.
The A&R Icahn Agreement includes certain customary voting, standstill and non-disparagement provisions. The A&R Icahn Agreement also includes restrictions on the ability of the Icahn Group and its affiliates from disposing of common shares in certain circumstances in order to preserve the tax-free treatment of the Distribution (as defined therein).
In connection with the entry into the A&R Icahn Agreement, the Company and the Icahn Group have agreed to enter into a confidentiality agreement following the appointment of the Icahn Designees to the Board.
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Ownership of the Company’s Securities
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information regarding the beneficial ownership of B+L Common Shares and the percentage of B+L Common Shares owned beneficially by holders of more than 5% of outstanding B+L Common Shares as of April 2, 2024 (unless otherwise noted).
| Identity of Owner or Group | Number of Shares | Percentage of Class(1) | ||
| Bausch Health Companies Inc. | ||||
| 2150 St. Elzéar Blvd. West Laval, Québec, Canada H7L 4A8 | 310,449,643(2) | 88.3% |
| (1) | Based on 351,465,514 B+L Common Shares outstanding as of April 2, 2024. |
| (2) | Represents shares owned by Bausch Health Companies Inc. (“BHC”) directly and indirectly through 1261229 B.C. Ltd., which is a wholly-owned subsidiary of BHC, as to which BHC has ultimate beneficial ownership. The address of BHC is Bausch Health Companies Inc., 2150 St. Elzéar Blvd. West Laval, Québec, Canada H7L 4A8. |
This table is based upon information supplied by the principal shareholders, Schedules 13D and 13G filed with the SEC and “early warning reports” and similar regulatory filings filed on SEDAR+ and on the Canadian System for the Electronic Disclosure by Insiders. Unless otherwise indicated in the footnotes to this table, we believe that the shareholders named in the table have sole voting and investment power with respect to the B+L Common Shares indicated as beneficially owned.
2024 PROXY STATEMENT 87
Ownership of Management
The following table sets forth, as of April 2, 2024 (unless otherwise noted below), certain information regarding the beneficial ownership of B+L Common Shares and the percentage of B+L Common Shares beneficially owned by (i) each director and each director nominee; (ii) each executive officer named in the 2023 Summary Compensation Table on page 59 (together, the “named executive officers,” or “NEOs”); and (iii) all directors, director nominees and current executive officers as a group. None of the shares held by directors and executive officers included in the table are pledged as security. Unless otherwise indicated, the address of each beneficial owner listed in the following table is c/o Bausch + Lomb Corporation, 520 Applewood Crescent, Vaughan, Ontario, Canada L4K 4B4.
| Named Executive Officers | Number of Shares(1) |
Percentage of Class(2) | ||
| Brenton L. Saunders(3) | 439,560 | * | ||
| Sam A. Eldessouky(4) | 62,138 | * | ||
| A. Robert D. Bailey(5) | 183,227 | * | ||
| Andrew J. Stewart(6) | 11,050 | * | ||
| Dr. Yehia Hashad, M.D.(7) | 30,337 | * | ||
| Joseph C. Papa(8) | 157,480 | * | ||
| Christina M. Ackermann(9) | 30,458 | * | ||
| Joseph F. Gordon(10) | 106,064 | * | ||
| Directors and Director Nominees | * | |||
| Nathalie Bernier(11) | 34,629 | * | ||
| Richard U. De Schutter(12) | 31,399 | * | ||
| Andrew C. von Eschenbach, M.D.(13) | 25,357 | * | ||
| Gary Hu(14) | 26,113 | * | ||
| Brett Icahn(15) | 26,113 | * | ||
| Sarah Kavanagh(16) | 18,665 | * | ||
| John Paulson(17) | 31,538 | * | ||
| Russel Robertson(18) | 25,906 | * | ||
| Thomas W. Ross, Sr.(19) | 25,357 | * | ||
| Karen Ling(20) | — | * | ||
| Directors, director nominees and current executive officers of Bausch + Lomb as a group (16 individuals) | 541,097 | * |
| * | Less than 1% of the outstanding B+L Common Shares. |
| (1) | This table is based on information supplied by the individuals identified above. We believe that B+L Common Shares shown as beneficially owned are those as to which the named persons possess voting and investment power. |
| (2) | Applicable percentage ownership is based on 351,465,514 B+L Common Shares outstanding as of April 2, 2024. In computing the number of B+L Common Shares beneficially owned by a person and the percentage ownership of that person, we deemed outstanding all B+L Common Shares subject to options, warrants, rights or conversion privileges held by that person that are currently exercisable or exercisable within 60 days of April 2, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Under Rule 13d-3 of the SEC, certain shares may be deemed to be beneficially owned by more than one person (if, for example, a person shares the power to vote or the power to dispose of the shares). |
| (3) | Mr. Saunders was appointed as Chief Executive Officer and Chairman of the Board, effective as of March 6, 2023. Consists of 439,560 B+L Common Shares underlying stock options that are exercisable within 60 days of April 2, 2024. |
| (4) | Consists of (i) 16,766 B+L Common Shares and (ii) 45,372 B+L Common Shares underlying stock options that are exercisable within 60 days of April 2, 2024. |
| (5) | Consists of (i) 143,061 B+L Common Shares underlying stock options that are exercisable within 60 days of April 2, 2024 and (ii) 40,166 B+L Common Shares issuable upon settlement of RSUs releasable within 60 days of April 2, 2024. |
| (6) | Consists of 11,050 B+L Common Shares issuable upon settlement of RSUs releasable within 60 days of April 2, 2024. |
| (7) | Consists of (i) 11,432 B+L Common Shares and (ii) 18,905 B+L Common Shares underlying stock options that are exercisable within 60 days of April 2, 2024. |
| (8) | The information provided in this table for Mr. Papa is based on information available to Bausch + Lomb as of December 31, 2023, and consists of 157,480 B+L Common Shares. |
| (9) | The information provided in this table for Ms. Ackermann is based on information available to Bausch + Lomb as of December 31, 2023, and consists of 30,458 B+L Common Shares. |
| (10) | The information provided in this table for Mr. Gordon is based on information available to Bausch + Lomb as of December 31, 2023, and consists of (i) 68,058 B+L Common Shares underlying stock options that are currently exercisable and (ii) 38,006 B+L Common Shares. |
| (11) | Consists of (i) 197 B+L Common Shares and (ii) 34,432 B+L Common Shares issuable upon settlement of RSUs releasable within 60 days of April 2, 2024. |
| (12) | Consists of (i) 12,500 B+L Common Shares and (ii) 12,857 B+L Common Shares issuable upon settlement of RSUs releasable within 60 days of April 2, 2024. |
| (13) | Consists of (i) 12,500 B+L Common Shares and (ii) 12,857 B+L Common Shares issuable upon settlement of RSUs releasable within 60 days of April 2, 2024. |
| (14) | Consists of (i) 13,256 B+L Common Shares and (ii) 12,857 B+L Common Shares issuable upon settlement of RSUs releasable within 60 days of April 2, 2024. |
| (15) | Consists of (i) 13,256 B+L Common Shares and (ii) 12,857 B+L Common Shares issuable upon settlement of RSUs releasable within 60 days of April 2, 2024. |
| (16) | Consists of (i) 5,808 B+L Common Shares and (ii) 12,857 B+L Common Shares issuable upon settlement of RSUs releasable within 60 days of April 2, 2024. |
| (17) | Consists of (i) 12,500 B+L Common Shares and (ii) 12,857 B+L Common Shares issuable upon settlement of RSUs releasable within 60 days of April 2, 2024. |
| (18) | Consists of (i) 5,808 B+L Common Shares and (ii) 12,857 B+L Common Shares issuable upon settlement of RSUs releasable within 60 days of April 2, 2024. |
| (19) | Consists of (i) 12,500 B+L Common Shares and (ii) 12,857 B+L Common Shares issuable upon settlement of RSUs releasable within 60 days of April 2, 2024. |
| (20) | Ms. Ling joined the Board on February 27, 2024. |
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Cease Trade Orders, Bankruptcies, Penalties or Sanctions
No director or executive officer of Bausch + Lomb is, or within the last 10 years has served as, a director, chief executive officer or chief financial officer, of any company that: (a) was subject to an “order” (being, (a) a cease trade order; (b) an order similar to a cease trade order; or (c) an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer, or (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
No director or executive officer of Bausch + Lomb or shareholder holding sufficient number of securities to affect materially the control of Bausch + Lomb: (a) is, or within the last 10 years has served as, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has, within the last 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.
Indebtedness of Directors and Officers
No current or former director, officer or employee of Bausch + Lomb, or any associate of any such individual, is as at the date hereof, or has been, during the year ended December 31, 2023, indebted to Bausch + Lomb or any of its subsidiaries in connection with a purchase of securities or otherwise. In addition, no indebtedness of these individuals to another entity has been the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by Bausch + Lomb or any of its subsidiaries.
2024 PROXY STATEMENT 89
Other Shareholder Proposals and Director Nominations for the 2025 Annual Meeting of Shareholders
A shareholder who is entitled to vote at our 2025 Annual Meeting of Shareholders may raise a proposal for consideration at such Annual Meeting of Shareholders. We will consider such proposal for inclusion in the proxy materials for the 2025 Annual Meeting only if Bausch + Lomb’s corporate secretary receives such proposal (at 400 Somerset Corporate Blvd., Bridgewater, NJ 08807 U.S.A.): (i) submitted pursuant to Rule 14a-8 of the Exchange Act, on or before Monday, December 30, 2024, or (ii) submitted pursuant to section 137 of the CBCA between Monday, December 30, 2024 and Thursday, February 27, 2025. The use of certified mail, return receipt, is advised. In addition, a proposal submitted pursuant to Rule 14a-8 can be submitted by sending an e-mail to ir@bausch.com.
Bausch + Lomb’s by-laws provide that shareholders seeking to nominate candidates for election as directors, pursuant to our advance notice requirement, must provide timely notice in writing to Bausch + Lomb’s corporate secretary by personal delivery or courier (but not by fax or email) at the address of the principal executive offices or registered office of the Company. The purpose of this advance notice requirement is to: (i) inform Bausch + Lomb of nominees for election at a shareholder meeting proposed by a shareholder sufficiently in advance of such meeting; (ii) provide an opportunity to inform all shareholders of any potential proxy contest and proposed director nominees sufficiently in advance of the applicable meeting; and (iii) enable the Board to make informed recommendations or present alternatives to shareholders.
To be timely, a shareholder’s notice of a director nomination for a meeting of shareholders pursuant to our advance notice requirement must be received by Bausch + Lomb: (i) in the case of our 2025 Annual Meeting of Shareholders (including an annual and special meeting), not later than 5:00 p.m. (Eastern time) on Friday, February 28, 2025 and not earlier than 5:00 p.m. (Eastern time) on Wednesday, January 29, 2025, provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 90 days after such anniversary date then to be timely such notice must be received by Bausch + Lomb no earlier than 90 days prior to such annual meeting and no later than the later of 70 days prior to the date of the meeting or the 10th day following the day on which public announcement of the date of such meeting was first made; and (ii) in the case of a special meeting called for the purpose of electing directors, not later than the close of business on the 15th day following the day on which public announcement of the date of the special meeting is first made by Bausch + Lomb. Bausch + Lomb’s by-laws also prescribe the proper written form for a shareholder’s notice as well as additional requirements in connection with nominations. Shareholders who failed to comply with the director nomination requirements of our by-laws would not be entitled to make nominations for directors at the applicable meeting.
In addition to satisfying the foregoing requirements, including the timing and other requirements, under Bausch + Lomb’s by-laws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees for the 2025 Annual Meeting of Shareholders must also provide notice to our corporate secretary, that sets forth all information required by Rule 14a-19 under the Exchange Act, and such notice must be received no later than Sunday, March 30, 2025. A shareholder seeking to utilize the universal proxy rules must comply with those rules and must also comply with Bausch + Lomb’s by-laws and the CBCA, including the applicable obligation to provide timely notice as described above.
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Attending the Meeting
The Meeting will be conducted exclusively via live internet webcast. The Board, certain members of management, and representatives of PricewaterhouseCoopers LLP, our auditor, will attend the webcast from remote locations.
What do I need to do if I wish to attend the Meeting?
The Meeting will be conducted in an exclusively virtual format via live internet webcast available at www.virtualshareholdermeeting.com/BLCO2024. You will be able to access the Meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins. To test your browser’s compatibility, visit www.virtualshareholdermeeting.com/BLCO2024. You will need your 16-digit control number located on the Notice, proxy card or voting instruction form to enter the virtual Meeting as a shareholder.
Shareholders as of the record date can access and vote at the Meeting during the live webcast as follows:
| 1. | Log into www.virtualshareholdermeeting.com/BLCO2024 at least 15 minutes before the Meeting starts. You should allow ample time to check into the virtual Meeting and to complete the related procedures. |
| 2. | Enter your 16-digit control number into the Shareholder Login section (your control number is located on your proxy card, voting instruction form or Notice) and click on “Enter Here.” |
| 3. | Follow the instructions to access the Meeting and vote when prompted. |
Even if you currently plan to participate in the virtual Meeting, you should consider voting your shares in advance so that your vote will be counted in the event that you later decide not to attend, or are unable to access, the virtual Meeting. If you access and vote on any matter at the Meeting during the live webcast, then you will revoke any previously submitted proxy.
Those accessing and voting at the virtual Meeting must remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting.
There will be technical support phone numbers available on the virtual meeting website at www.virtualshareholdermeeting.com/BLCO2024.
How do I ask a question at the Meeting?
We believe that the ability to allow for shareholders or their proxyholders to participate in the Meeting in a meaningful way, including asking questions, remains important despite the virtual format of the Meeting. At the Meeting, shareholders and proxyholders will have an opportunity to ask questions, make motions and raise points of order at the Meeting in writing by sending a message to the chair of the Meeting online through the virtual meeting platform. Questions received from shareholders or proxyholders which relate to the business of the Meeting are expected to be addressed during the Meeting. Such questions will be read by the chair of the Meeting or a designee of the chair and responded to by a representative of the Company as they would be at a shareholders meeting that was being held in person. As at an in-person meeting, to help ensure fairness for all attendees, the chair of the Meeting will decide on the amount of time allocated to each question and will have the right to limit or consolidate questions and to reject questions that do not relate to the business of the Meeting or which are determined to be inappropriate or otherwise out of order. It is anticipated that shareholders and proxyholders will have substantially the same opportunity to ask questions on matters of business at the Meeting as would be the case had the annual meeting of shareholders been held in person.
Questions About Voting
What decisions will the shareholders be making at the Meeting?
You will be asked to vote on each of the following proposals:
| + | to elect ten directors to serve on the Company’s Board until the close of the Company’s 2025 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director’s earlier resignation or removal (“Proposal No. 1”); |
| + | to approve, in an advisory vote, the compensation of our named executive officers (“Proposal No. 2”); |
| + | to approve an amendment and restatement of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan to increase the number of common shares authorized for issuance thereunder (“Proposal No. 3”); and |
| + | to appoint PwC to serve as the Company’s auditor until the close of the Company’s 2025 Annual Meeting of Shareholders, and the authorization of the Board to fix the auditor’s remuneration (“Proposal No. 4”). |
2024 PROXY STATEMENT 91
The Board recommends that you vote: (i) FOR each of the director nominees proposed by the Board in this Proxy Statement, to serve on the Board until the close of the Company’s 2025 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director’s earlier resignation or removal; (ii) FOR the approval, in an advisory vote, of the compensation of our named executive officers; (iii) FOR the approval of an amendment and restatement of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan to increase the number of common shares authorized for issuance thereunder; and (iv) FOR the appointment of PwC as our auditor until the close of the Company’s 2025 Annual Meeting of Shareholders and the authorization of the Board to fix the auditor’s remuneration.
In addition, you may be asked to vote in respect of any other matters that may properly be brought before the Meeting. The proxy card also gives discretionary authority to proxyholders to vote as the proxyholders see fit with respect to amendments or variations to proposals identified in the Notice of Meeting or other matters that may come before the Meeting whether or not the amendment, variation or other matter that comes before the Meeting is or is not routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested. As of the date of this Proxy Statement, the Board is not aware of any such other matters.
A simple majority of votes cast at the Meeting, whether virtually, by proxy or otherwise, in favor of Proposal No. 1, Proposal No. 2, Proposal No. 3 and Proposal No. 4 will constitute approval of any such proposal submitted to a vote.
What impact does a Withhold or Abstain vote have?
| + | Proposal No. 1: With respect to each director nominee, you may either vote “For” the election of such nominee or “Against” the election of such nominee. If you vote “For” the election of a nominee, your B+L Common Shares will be voted accordingly. If you vote “Against” the election of a nominee, your B+L Common Shares will be voted accordingly. A nominee in an uncontested director election will only be elected if they receive more “For” votes than “Against” votes. In the event that more than ten nominees are proposed for election at the Meeting, votes “Against” will be treated as “Withhold” votes. |
| + | Proposal No. 2: Proposal No. 2 is a non-binding advisory vote. You may select “For,” “Against” or “Abstain” with respect to such proposal. Abstentions will have no effect and will not be counted as votes cast on Proposal No. 2. |
| + | Proposal No. 3: With respect to the approval of an amendment and restatement of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan to increase the number of common shares authorized for issuance thereunder, you may vote “For”, “Against” or “Abstain” with respect to such proposal. Abstentions will have no effect and will not be counted as votes cast on Proposal No. 3. |
| + | Proposal No. 4: With respect to the appointment of the proposed auditor, you may either vote “For” such appointment or “Withhold” your vote with respect to such appointment. If you vote “For” the appointment of the proposed auditor, your B+L Common Shares will be voted accordingly. If you select “Withhold” with respect to the appointment of the proposed auditor, your vote will not be counted as a vote cast for the purposes of appointing the proposed auditor. |
What is the effect if I do not cast my vote?
If a record shareholder does not cast its vote by proxy or in any other permitted fashion, no votes will be cast on its behalf on any of the items of business at the Meeting. If a non-record shareholder does not instruct its intermediary on how to vote on any of the items of business at the Meeting and the intermediary does not have discretionary authority to vote the non-record shareholder’s B+L Common Shares on the matter, or elects not to vote in the absence of instructions from the non-record shareholder, no votes will be cast on behalf of such non-record shareholder with respect to such item (a “broker non-vote”). If you are a beneficial owner whose B+L Common Shares are held of record by a broker authorized to trade on the New York Stock Exchange (“NYSE”), NYSE rules permit your broker to exercise discretionary voting authority to vote your B+L Common Shares on Proposal No. 4, the appointment of PwC as our auditor, even if the broker does not receive voting instructions from you. However, NYSE rules do not permit your broker to exercise discretionary authority to vote on Proposal No. 1, the election of directors, Proposal No. 2, the advisory vote to approve the compensation of our named executive officers or Proposal No. 3, the approval of an amendment and restatement of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan to increase the number of common shares authorized for issuance thereunder. If you have further questions on this issue, please contact your intermediary bank or broker or Bausch + Lomb Corporation Investor Relations at ir@bausch.com.
What constitutes a quorum for the Meeting?
A minimum of two persons who either are, or represent by proxy, shareholders holding, in the aggregate, at least 331/3% of the outstanding B+L Common Shares entitled to vote at the Meeting will constitute a quorum for the transaction of business at the Meeting. Votes cast, withheld, abstentions, and broker non-votes will be counted for purposes of determining the presence of a quorum.
Who is entitled to vote?
Each shareholder is entitled to one vote for each B+L Common Share registered in his or her name as of the close of business on April 23, 2024, the record date for the purpose of determining holders of B+L Common Shares entitled to receive notice of and to vote at the Meeting.
As of April 2, 2024, 351,465,514 B+L Common Shares were issued and outstanding.
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How do I vote?
The voting process is different depending on whether you are a record (registered) or non-record shareholder:
| + | You are a non-record shareholder if your B+L Common Shares are held on your behalf by a bank, trust company, securities broker, trustee or other intermediary. This means the B+L Common Shares are registered in your intermediary’s name, and you are the beneficial owner. Most shareholders are non-record shareholders. |
| + | You are a record shareholder if your name appears in our share register. |
Non-record shareholders
If you are a non-record shareholder, you should receive voting instructions from your broker or other intermediary holding your shares. You should carefully follow the instructions provided by the broker or intermediary in order to instruct them how to vote your B+L Common Shares. The availability of voting by telephone or internet, and the deadline for providing your broker or nominee with your voting instructions, will depend on the voting process of your broker or intermediary.
Your intermediary must receive your voting instructions in sufficient time for your intermediary to act on them prior to the deadline for the deposit of proxies of 10:00 a.m. (Eastern Daylight Time) on Tuesday, May 28, 2024, or, in the case of any adjournment of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and applicable Canadian holidays) prior to the rescheduled Meeting.
If you wish to vote your B+L Common Shares online during the Meeting, you may do so by following the instructions provided during the webcast of the Meeting. Even if you plan to attend the virtual Meeting, we recommend that you vote before the Meeting by following the instructions provided by your broker or intermediary, so that your vote will be counted if you later decide not to, or are unable to, attend the Meeting.
Record shareholders
If you are a record shareholder, there are several ways for you to vote your B+L Common Shares or submit your proxy:
Via the internet: Go to www.proxyvote.com and follow the instructions on the website. You will be prompted to provide the 16-digit control number printed on your proxy card. The internet voting service will be available until 10:00 a.m. (Eastern Daylight Time) on Tuesday, May 28, 2024.
By telephone: You may vote via telephone by calling toll free 1-800-690-6903. You will be prompted to provide the 16-digit control number printed on your proxy card). The telephone voting service will be available until 10:00 a.m. (Eastern Daylight Time) on Tuesday, May 28, 2024.
By mail: Complete, sign and date each proxy card you received, and return it in the prepaid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717, United States. Broadridge must receive your proxy card by 10:00 a.m. (Eastern Daylight Time) on Tuesday, May 28, 2024 in order for your vote to be counted if sent in by mail. If the Meeting is adjourned or postponed, Broadridge must receive your proxy card at least 48 hours, excluding Saturdays, Sundays and applicable Canadian holidays, before the rescheduled Meeting.
During the Meeting: You may vote your B+L Common Shares online during the Meeting by following the instructions provided during the webcast of the Meeting. Even if you plan to attend the virtual Meeting, we recommend that you submit your proxy card or vote by telephone or internet by the above deadlines so that your vote will be counted if you later decide not to, or are unable to, attend the Meeting.
We provide internet proxy voting to allow you to vote your B+L Common Shares via the internet, with procedures designed to help ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
The Board, or the chair of the Meeting may, at their discretion, accept late proxies or waive the time limit for deposit of proxies, but are under no obligation to accept or reject any late proxy.
If you receive more than one set of proxy materials, your B+L Common Shares are registered in more than one name or are registered in different accounts. Please follow the voting instructions on each Notice and/or proxy card to ensure that all of your B+L Common Shares are voted.
How do I appoint a proxyholder?
Your proxyholder is the person you appoint to cast your votes on your behalf at the Meeting. You can choose anyone you want to be your proxyholder; it does not have to be either of the persons we have designated on your proxy card or voting instruction form, nor does it have to be a shareholder. Please ensure that the person you have appointed will be attending the virtual Meeting and has your Control Number and other information required in order to vote your B+L Common Shares. Since the Meeting will take place virtually, the process for appointing another person as your proxyholder other than the persons we have designated, is different than it would be for an in-person meeting.
If you wish to appoint such a person as your proxyholder and you are a record shareholder, you must follow the instructions on your proxy card. Non-record shareholders wishing to appoint such a person as their proxyholder must contact their intermediary for instructions.
2024 PROXY STATEMENT 93
How will my B+L Common Shares be voted if I give my proxy?
If you sign and return a proxy card or voting instruction form and do not appoint a third-party proxyholder, or if you vote via the internet or by telephone in advance of the Meeting, you appoint Mr. Saunders, our Chairman of the Board and Chief Executive Officer, and Mr. Bailey, our Executive Vice President and Chief Legal Officer, as your proxyholders (with full power of substitution), either of whom will be authorized to vote and otherwise act for you at the Meeting, including any continuation after adjournment of the Meeting. Unless you specify voting instructions, Mr. Saunders and Mr. Bailey, as your proxyholders, will vote your B+L Common Shares as follows:
| + | FOR each of the director nominees proposed by the Board in this Proxy Statement, to serve on the Board until the close of the Company’s 2025 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director’s earlier resignation or removal; |
| + | FOR the approval, in an advisory vote, of the compensation of our named executive officers; |
| + | FOR the approval of an amendment and restatement of the Bausch + Lomb 2022 Omnibus Incentive Plan; and |
| + | FOR the appointment of PwC as the auditor for the Company to hold office until the close of the Company’s 2025 Annual Meeting of Shareholders and the authorization of the Board to fix the auditor’s remuneration. |
If I change my mind, can I revoke my proxy once I have given it?
If you are a non-record shareholder, you can revoke your prior voting instructions by contacting your broker to revoke your proxy or change your voting instructions, by providing new instructions to your broker or intermediary on a later date (if you provide your voting instructions by mail) or at a later time (if you provide your voting instructions by telephone or via the internet), or by voting at the Meeting. Any new voting instructions given to brokers or other intermediaries in connection with the revocation of proxies must be received in sufficient time to allow them to act on such instructions prior to the deadline for the deposit of proxies of 10:00 a.m. (Eastern Daylight Time) on May 28, 2024, or at least 48 hours (excluding Saturdays, Sundays and applicable Canadian holidays) prior to the time of the Meeting if it is rescheduled. If you choose to provide voting instructions multiple times, only the latest one which is not revoked and is received prior to such deadline will be counted.
If you are a record shareholder, you may revoke any proxy that you have given until the time of the Meeting by voting again by telephone or via the internet as instructed above, by signing and dating a new proxy card and submitting it as instructed above, or by voting at the Meeting. If you choose to submit a proxy multiple times before the Meeting via the internet or by telephone or mail, or a combination thereof, only your latest vote, which is not revoked and is received prior to 10:00 a.m. (Eastern Daylight Time) on May 28, 2024 (or 48 hours, excluding Saturdays, Sundays and applicable holidays, before the Meeting if it is rescheduled) will be counted. A record shareholder who votes during the Meeting will automatically revoke any proxy previously given by that shareholder regarding business considered by that vote. However, mere attendance at the Meeting by a record shareholder who has voted by proxy does not revoke such proxy. If your proxy is delivered following the proxy cut-off time it will revoke your previous proxy; however, it will not be valid for voting except at the discretion of the Board or the Chair of the Meeting, who are under no obligation to accept or reject any late proxy.
Shareholders may also revoke their proxy in any other manner permitted by the CBCA.
What if amendments are made to these proposals or if other matters are brought before the Meeting?
The proxy card also gives discretionary authority to proxyholders to vote as the proxyholders see fit with respect to amendments or variations to proposals identified in the Notice of Meeting or other matters that may come before the Meeting whether or not the amendment, variation or other matter that comes before the Meeting is or is not routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested.
As of the date of this Proxy Statement, the Board is not aware of any such amendments, variations or other matters to come before the Meeting. However, if any such changes that are not currently known to the Board should properly come before the Meeting, the B+L Common Shares represented by your proxyholders will be voted in accordance with the best judgment of the proxyholders, and in accordance with the rules of the SEC.
Who is soliciting my proxy?
Management of the Company is soliciting your proxy for use at the Meeting. All associated costs of solicitation will be borne by the Company, including the preparation, assembly, internet hosting, maintaining a dedicated call line and printing and mailing the Notice of Meeting, form of proxy card, and the management proxy circular and proxy statement. It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally, by advertisement, by telephone, internet, telegraph, courier service, telecopies or other electronic means by directors, officers or employees of the Company without special compensation. The Company will pay those entities holding B+L Common Shares in the names of their beneficial owners, such as brokers, nominees, fiduciaries and other custodians, for their reasonable fees and expenses in forwarding solicitation materials to their beneficial owners and for obtaining their instructions. We anticipate that the notice of proxy materials, proxy card and Proxy Statement (if requested) will be distributed to shareholders on or about April 29, 2024. We intend to pay for an intermediary to deliver to objecting beneficial shareholders the proxy-related materials and voting instruction form.
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How can I contact the independent directors and/or the Chairman of the Board?
You may contact the independent directors and/or the Chairman of the Board with the assistance of the Company’s Investor Relations Department. Shareholders or other interested persons can call or send a letter or email to:
Bausch + Lomb Corporation
Investor Relations
520 Applewood Crescent
Vaughan, Ontario, Canada L4K 4B4
Phone: (877) 354-3705
Email: ir@bausch.com
Whom should I contact if I have questions concerning the Proxy Statement or the proxy card?
If you have questions concerning the information contained in this Proxy Statement or require assistance in completing the proxy card, you may contact Bausch + Lomb Investor Relations as provided above.
How can I contact the Company’s transfer agent?
You may contact the Company’s transfer agent by mail or by telephone (within Canada and the United States):
TSX Trust Company
P.O. Box 700
Station B
Montreal, QC H3B 3K3
Canada
Email: shareholderinquiries@tmx.com
Fax: 888-249-6189
Phone (for all security transfer inquiries): 1-800-387-0825 or 416-682-3860
Website: www.tsxtrust.com
2024 PROXY STATEMENT 95
Annual Report and Additional Information
Our financial information is contained in the Company’s consolidated annual financial statements and related MD&A for the fiscal year ended December 31, 2023. Our Annual Report is available on the internet at our website at www.bausch.com (under the tab “Investors” and under the subtab “SEC Filings”) or on SEDAR+ at www.sedarplus.ca or through the SEC’s electronic data system, EDGAR, at www.sec.gov. To request a printed copy of our Annual Report or consolidated financial statements and related MD&A for the most recently completed fiscal year, which we will provide to you without charge, either write to Bausch + Lomb Investor Relations at Bausch + Lomb Corporation, 520 Applewood Crescent, Vaughan, Ontario, Canada L4K 4B4, or send an email to Bausch + Lomb Investor Relations at ir@bausch.com. Neither the Annual Report nor the consolidated financial statements and related MD&A as of and for the year ended December 31, 2023 form part of the material for the solicitation of proxies. Additional information relating to the Company may be found on SEDAR+ at www.sedarplus.ca or on EDGAR at www.sec.gov.
House Holding of Proxy Materials
Companies and intermediaries (e.g., brokers) are permitted under the SEC’s rules to satisfy the delivery requirements for proxy materials and annual reports with respect to two or more shareholders sharing the same address by delivering a single management proxy circular and proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies.
A number of brokers with account holders who are our shareholders “household” our proxy materials. A single management proxy circular and proxy statement will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If you prefer to receive multiple copies of the separate management proxy circular and proxy statement, as applicable, at the same address for the Meeting or for any future Annual Meetings of Shareholders, additional copies will be provided promptly upon written or oral request to your broker, or by contacting us at Bausch + Lomb Corporation, Attn: Investor Relations, 520 Applewood Crescent, Vaughan, Ontario, Canada L4K 4B4, or toll-free at (877) 354-3705. Shareholders who currently receive multiple copies of the Proxy Statement at their address and would like to request “householding” of their communications should contact their broker.
Miscellaneous
If any other matters are properly presented for consideration at the Meeting, including, among other things, consideration of a motion to adjourn the Meeting to another time or place in order to solicit additional proxies in favor of the recommendation of the Board, the designated proxyholders intend to vote the B+L Common Shares represented by the Proxies appointing them on such matters in accordance with the recommendation of the Board and the authority to do so is included in the Proxy.
As of the date this Proxy Statement, the Board knows of no other matters which are likely to come before the Meeting.
By Order of the Board,
Vaughan, Canada
April 16, 2024
Brenton L. Saunders
Chairman of the Board and Chief Executive Officer
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Appendix A
Bausch + Lomb Corporation
Charter of the Board of Directors
The Board of Directors (the “Board”) of Bausch + Lomb Corporation (the “Company”) is elected by shareholders and is responsible for oversight of the management of the business and affairs of the Company, which includes responsibility for stewardship of the Company. The Board seeks to discharge such responsibility by reviewing, discussing and approving the Company’s strategic planning and organizational structure and supervising management to oversee that the strategic planning and organizational structure preserve and enhance the business of the Company and the Company’s underlying value.
Duties of Directors
The Board discharges its responsibility for overseeing the management of the Company’s business by delegating to the Company’s senior officers the responsibility for day-to-day management of the Company. The Board discharges its responsibilities both directly and by delegation through its committees. In addition to these regular committees, the Board may appoint ad hoc committees periodically to address certain issues of a more short-term nature.
The Board’s primary roles are overseeing the Company’s performance and the quality, depth and continuity of management needed to meet the Company’s strategic objectives.
Other principal duties, which may be carried out directly or via one or more committees, include, but are not limited to the following categories:
| 1. | Appointment of Management | |
| (a) | The Board is responsible for approving the appointment of the chief executive officer (the “CEO”) and all other senior management. | |
| (b) | In approving the appointment of the CEO and all other senior management, the Board will, to the extent feasible, satisfy itself as to the integrity of these individuals and that they create a culture of integrity throughout the Company. | |
| (c) | The Board from time to time delegates to senior management the authority to enter into certain types of transactions, including financial transactions, subject to specified limits. Investments and other expenditures above the specified limits, and material transactions outside the ordinary course of business are reviewed by and are subject to the prior approval of the Board. | |
| (d) | The Board, with the assistance of the Talent and Compensation Committee, oversees that succession planning programs are in place, including programs to train and develop management. | |
| (e) | The Board assesses and revises the Company’s executive compensation policy to, among other things, better align management’s interests with those of the shareholders. This includes, upon recommendations of the Talent and Compensation Committee, establishing, adopting, amending, suspending or terminating equity-based compensation plans (subject to shareholder approval, if applicable.) | |
| (f) | The Board shall, based on the recommendation of the Talent and Compensation Committee, approve revisions to (i) the position description for the CEO, including (A) defining the limits of management’s responsibilities and (B) overall corporate goals and objectives that the CEO is responsible for meeting, taking into consideration goals and objectives relevant to CEO compensation; and (ii) long-term development goals specific to the CEO. | |
| 2. | Board Organization | |
| (a) | Except as provided under the terms of the Master Separation Agreement between the Company and Bausch Health Companies Inc. entered into in connection with the initial public offering of the Company’s common shares, the Board will receive recommendations from the Nominating and Corporate Governance Committee (the “NCG Committee”), but retains responsibility for managing its own affairs by giving its approval for its composition and size, the selection of the Chairman of the Board, the selection of the Lead Independent Director of the Board (if applicable), candidates nominated for election to the Board, committee and committee Chair appointments, committee charters and Director compensation. | |
| (b) | The Board may establish committees of the Board, where required or prudent, and define their mandate. The Board may delegate to Board committees matters it is responsible for, including the approval of compensation of the Board and management, the conduct of performance evaluations and oversight of internal controls systems, but the Board retains its oversight function and ultimate responsibility for these matters and all other delegated responsibilities. | |
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| 3. | Strategic Planning | |
| (a) | The Board has oversight responsibility to participate directly, and through its committees, in reviewing, questioning and approving the mission of the Company and its objectives and goals. | |
| (b) | The Board is responsible for participating in the development of, and reviewing and approving, the business, financial and strategic plans by which it is proposed that the Company may reach those goals. | |
| 4. | Monitoring of Financial Performance and Other Financial Reporting Matters | |
| (a) | The Board is responsible for enhancing congruence between shareholder expectations, the Company’s plans, and management performance. | |
| (b) | The Board is responsible for adopting processes for monitoring the Company’s progress toward its strategic and operational goals, and to revise and alter its direction to management considering changing circumstances affecting the Company. | |
| (c) | The Board is responsible for approving the audited financial statements, management’s discussion and analysis accompanying such financial statements and the annual earnings press release. | |
| (d) | The Board is responsible for reviewing the quarterly financial statements, management’s discussion and analysis accompanying such financial statements and the quarterly earnings press release. | |
| (e) | The Board is responsible for reviewing and approving material transactions outside the ordinary course of business and those matters which the Board is required to approve under the Canada Business Corporations Act and the Company’s Articles, including the payment of dividends and the purchase and redemptions of securities. | |
| 5. | Risk Management | |
| (a) | The Board is responsible for overseeing the identification of the principal risks of the Company’s business, including cybersecurity risks and risks relating to environmental, social and governance matters, and the implementation of appropriate systems to effectively monitor and manage such risks with a view to the long-term viability of the Company and achieving a proper balance between the risks incurred and the potential return to the Company’s shareholders. | |
| 6. | Policies and Procedures | ||
| (a) | The Board is responsible for: | ||
| (i) | periodically approving and assessing compliance with significant policies and procedures by which the Company is operated; | ||
| (ii) | periodically approving material policies and procedures designed to ensure that the Company operates at all times within applicable laws and regulations; and | ||
| (iii) | supporting a corporate culture of integrity and responsible stewardship. | ||
| (b) | The Board shall enforce its policy respecting confidential treatment of the Company’s proprietary information and the confidentiality of Board deliberations. | ||
| 7. | Communications and Reporting | ||
| (a) | The Board is responsible for: | ||
| (i) | overseeing the accurate reporting of the financial performance and condition of the Company to shareholders, other securityholders and regulators on a timely and regular basis; | ||
| (ii) | encouraging effective and adequate communication with shareholders, other stakeholders and the public; and | ||
| (iii) | ensuring the integrity and adequacy of internal controls and management information systems. | ||
| 8. | Certain Individual Responsibilities of the Members of the Board | |
| (a) | Each member of the Board is expected to attend all meetings of the Board, unless adequate notification of absence is provided. | |
| (b) | Each member of the Board is expected to have reviewed all materials provided in connection with a meeting in advance of such meeting and be prepared to discuss such materials at the meeting. | |
| 9. | Review and Disclosure | |
| (a) | The Board shall review and reassess the adequacy of this Charter for the Board of Directors (the “Charter”) periodically and otherwise as it deems appropriate and amend it accordingly. The performance of the Board shall be evaluated with reference to this Charter. | |
| (b) | The Board shall ensure that this Charter is disclosed on the Company’s website and that this Charter is disclosed in accordance with all applicable securities laws or regulatory requirements. | |
| Updated July 24, 2023 | ||
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Appendix B
Bausch + Lomb 2022 Omnibus Incentive Plan
(As Amended and Restated, Effective as of May 29, 2024)
1. Purpose and Background
The purposes of the Amended and Restated 2022 Bausch + Lomb Corporation Omnibus Incentive Plan (as amended from time to time, the “Plan”) are to (i) align the long-term financial interests of employees, directors, consultants, agents and other service providers of the Company and its Subsidiaries and Affiliates with those of the Company’s shareholders; (ii) attract and retain those individuals by providing compensation opportunities that are competitive with other companies; and (iii) provide incentives to those individuals who contribute significantly to the long-term performance and growth of the Company and its Subsidiaries and Affiliates.
The Plan was initially adopted effective as of May 5, 2022. The Plan initially reserved 28,000,000 Common Shares for issuance pursuant to Awards (as defined below). On March 6, 2023, the Talent and Compensation Committee of the Board (as defined below) approved an amendment and restatement of the Plan to increase the number of Common Shares authorized for issuance pursuant to Awards under the Plan by an additional 10,000,000 Common Shares. On April 16, 2024, the Plan was further amended and restated by the Talent and Compensation Committee to increase the number of Common Shares authorized for issuance pursuant to Awards under the Plan by an additional 14,000,000 Common Shares. The Plan, as amended and restated, has been adopted and approved by the Board and shall be effective as of May 29, 2024 (the “Effective Date”), subject to the approval of shareholders.
2. Effective Date and Term
Subject to the right of the Board to amend or terminate the Plan at any time pursuant to Section 19 hereof, the Plan shall remain in effect until the earlier of (i) the date all Common Shares subject to the Plan have been purchased or acquired according to the Plan’s provisions or (ii) the tenth anniversary of the Effective Date (the “Plan Term”). No Awards shall be granted under the Plan after such termination date, but Awards granted prior to such termination date shall remain outstanding in accordance with their terms, and the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award shall extend beyond such date.
3. Definitions
“Affiliate” shall mean any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Company.
“Award” shall mean an Option, SAR, Share Unit, Share Award, Cash Award or Converted Award granted under the Plan.
“Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing an Award, which may, but need not, be executed or acknowledged by a Participant, as determined in the discretion of the Committee.
“BHC” means Bausch Health Companies, Inc., a corporation incorporated under the British Columbia Business Corporations Act (including any successor thereto).
“BHC Participant” means a Parent Participant (as defined in the Employee Matters Agreement) who receives a Converted Award in accordance with Section 8.02(a) of the Employee Matters Agreement.
“Blackout Period” means a period self-imposed by the Company (within the meaning of Section 613(m) of the TSX Company Manual) when the Participant is prohibited from trading in the Company’s securities.
“Board” shall mean the Board of Directors of the Company.
“Business Day” means any day, other than a Saturday, Sunday or statutory or civic holiday, on which banks in Toronto, Ontario are open for business.
“Cash Award” means cash awarded under Section 7(e) of the Plan, including cash awarded as a bonus or upon the attainment of Performance Criteria or otherwise as permitted under the Plan.
“Cause” shall have the meaning set forth in the Participant’s Service Agreement; provided that if no such agreement or definition exists, “Cause” shall mean, unless otherwise specified in the Award Agreement: (i) conviction of any felony (other than one related to a vehicular offense) or other criminal act involving fraud; (ii) willful misconduct that results in a material economic detriment to the Company; (iii) material violation of Company policies and directives, which
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is not cured after written notice and an opportunity for cure; (iv) continued refusal by the Participant to perform the Participant’s duties after written notice identifying the deficiencies and an opportunity for cure; and (v) a material violation by the Participant of any of the covenants to the Company. No action or inaction shall be deemed willful if (x) not demonstrably willful and (y) taken, or not taken, by the Participant in good faith and with the understanding that such action or inaction was not adverse to the best interests of the Company. Reference in this definition to the Company shall also include direct and indirect Subsidiaries of the Company, and materiality shall be measured based on the action or inaction and the impact upon the Company taken as a whole. Notwithstanding the foregoing, with respect to any Converted Award held by any BHC Participant, “Cause” shall be defined in the manner set forth in Section 8.06(a) of the Employee Matters Agreement.
“Change of Control” shall have the meaning set forth in Section 11.
“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended, including any rules and regulations promulgated thereunder and any successor thereto.
“Committee” shall mean the Board or a committee designated by the Board to administer the Plan.
“Common Shares” shall mean the common shares of the Company, no par value per share.
“Company” shall mean Bausch + Lomb Corporation, a corporation incorporated under the laws of Canada.
“Consultant” means any individual, including an advisor, consultant or agent, who is providing services to the Company or any Subsidiary or Affiliates under a written agreement, other than services provided in relation to a distribution, including, without limitation, any non-employee director serving on the Board of Directors of any Subsidiary or Affiliates.
“Converted Awards” means awards originally granted under the Parent Equity Plan that are converted into Awards with respect to Common Shares pursuant to Article VIII of the Employee Matters Agreement.
“Deferred Shares” shall mean an Award payable in Common Shares at the end of a specified deferral period that is subject to the terms, conditions and limitations described or referred to in Section 7(d)(iv).
“Director” means any member of the Board.
“Disability” shall mean, unless otherwise provided in an applicable Service Agreement or Award Agreement, that the Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company; provided, that, if applicable to the Award, “Disability” shall be determined in a manner consistent with Section 409A of the Code. Notwithstanding the foregoing, with respect to any Converted Award held by any BHC Participant, “Disability” shall be defined in the manner set forth in Section 8.06(a) of the Employee Matters Agreement.
“Eligible Recipient” shall mean (i) any Employee, (ii) any Director, (iii) any Consultant or (iv) solely with respect to Converted Awards, BHC Participants.
“Employee” means any individual, including any officer, employed by the Company or any Subsidiary or Affiliate.
“Employee Matters Agreement” means the Employee Matters Agreement, by and between BHC and the Company, dated as of March 30, 2022, as such agreement may be amended from time to time.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder and any successor thereto.
“Good Reason” shall have the meaning set forth in the Participant’s applicable Service Agreement; provided that if no such agreement or definition exists, “Good Reason” shall mean, unless otherwise specified in the Award Agreement, the occurrence of any of the events or conditions described in clauses (i) and (ii) immediately below without the Participant’s consent, which are not cured by the Company (if susceptible to cure by the Company) within thirty (30) days after the Company has received written notice from the Participant which notice must be provided by the Participant within ninety (90) days of the initial existence of the event or condition constituting Good Reason specifying the particular events or conditions which constitute Good Reason and the specific cure requested by the Participant: (i) any material reduction in the Participant’s duties or responsibilities as in effect immediately prior thereto; provided that diminution of responsibility shall not include any such diminution resulting from a promotion, death or Disability, the Participant’s Termination of Service for Cause, or the Participant’s Termination of Service other than for Good Reason; and (ii) any reduction in the Participant’s base salary or target bonus opportunity which is not comparable to reductions in the base salary or target bonus opportunity of other similarly-situated employees at the Company. Notwithstanding the foregoing, with respect to any Converted Award held by any BHC Participant, “Good Reason” shall be defined in the manner set forth in Section 8.06(a) of the Employee Matters Agreement.
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“Insider” shall mean a reporting insider, as defined in National Instrument 55-104 – Insider Reporting Requirements and Exemptions of the Canadian Securities Administrators;
“Intrinsic Value” with respect to an Option or SAR Award means (i) the excess, if any, of the price or implied price per Common Share in a Change of Control or other event over (ii) the exercise or price of such Award multiplied by (iii) the number of Shares covered by such Award.
“ISO” shall mean an Option intended to be, and designated as, an incentive stock option within the meaning of Section 422 of the Code.
“Market Price” shall mean, with respect to Common Shares, (i) the closing price per Common Share on the national securities exchange on which the Common Shares are principally traded (as of the Effective Date, the New York Stock Exchange), or (ii) if the Common Shares are not then listed on a national securities exchange but are then traded in an over-the-counter market, the average of the closing bid and asked prices for the Common Shares in such over-the-counter market, or (iii) if the Common Shares are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, using any reasonable method of valuation, shall determine. With respect to property other than Common Shares, the Market Price shall mean the fair market value of such other property determined by such methods or procedures as shall be established from time to time by the Committee, subject to any required approval by the TSX (to the extent applicable at such time).
“Nonqualified Stock Option” shall mean an Option that is granted to a Participant that is not designated as an ISO.
“Option” shall mean the right to purchase a specified number of Common Shares at a stated exercise price for a specified period of time subject to the terms, conditions and limitations described or referred to in Section 7(a). The term “Option” as used in the Plan includes the terms “Nonqualified Stock Option” and “ISO.”
“Original Term” shall have the meaning set forth in Section 7(a).
“Parent Equity Plan” means the Bausch Health Companies Inc. 2014 Omnibus Incentive Plan (as amended and restated effective as of June 21, 2022, and any predecessor plan with respect thereto).
“Participant” shall mean an Eligible Recipient who has been granted an Award under the Plan.
“Performance Criteria” shall mean performance criteria based on the attainment by the Company or any Subsidiary (or any division or business unit of such entity) of performance measures pre-established by the Committee in its sole discretion, including, without limitation, one or more of the following:
| (i) | revenues, income before taxes and extraordinary items, net income, operating income, earnings before income tax, earnings before interest, taxes, depreciation and amortization, cash flow or a combination of any or all of the foregoing; | |
| (ii) | after-tax or pre-tax profits including, without limitation, that attributable to continuing and/or other operations; | |
| (iii) | the level of the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company either in absolute terms or as it relates to a profitability ratio including operating income or EBITA; | |
| (iv) | return on capital employed, return on assets, or return on invested capital; | |
| (v) | after-tax or pre-tax return on stockholders’ equity; | |
| (vi) | economic value added targets based on a cash flow return on investment formula; | |
| (vii) | the Market Price of the Common Shares; | |
| (viii) | the market capitalization or enterprise value of the Company, either in amount or relative to industry peers; | |
| (ix) | the value of an investment in the Common Shares assuming the reinvestment of dividends; and | |
| (x) | the achievement of operating margin targets or other measures of improving profitability. |
The Performance Criteria may be based upon the attainment of specified levels of performance under one or more of the measures described above relative to the performance of other entities or businesses. The Committee may designate additional business criteria on which the Performance Criteria may be based or adjust, modify or amend the aforementioned business criteria, including to take into account actions approved by the Board or a committee thereof that affect the achievement of the original performance criteria. Performance Criteria may include a threshold level of performance below which no Award will be earned, a level of performance at which the target amount of an Award will be earned and a level of performance at which the maximum amount of the Award will be earned. The Committee, in its sole discretion, shall make equitable adjustments to the Performance Criteria in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or the financial statements of the Company or any Subsidiary, in response to changes in applicable laws or regulations, including changes in generally accepted accounting principles, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles, as applicable.
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“Performance Multiplier” means the multiplier applicable to an Award of Share Units based on the level of achievement of the applicable Performance Criteria, which such multiplier may range from 0% to such applicable percentage as determined by the Committee in its discretion.
“Performance Period” means the period established by the Committee in its discretion during which the Performance Criteria specified by the Committee with respect to any Award of Share Units, as applicable, are to be measured.
“Person” shall have the meaning set forth in Section 14(d)(2) of the Exchange Act.
“Restricted Shares” shall mean an Award of Common Shares that is subject to the terms, conditions, restrictions and limitations described or referred to in Section 7(d)(iii).
“SAR” shall mean a share appreciation right that is subject to the terms, conditions, restrictions and limitations described or referred to in Section 7(b).
“Section 16(a) Insider” shall mean an Eligible Recipient who is subject to the reporting requirements of Section 16(a) of the Exchange Act.
“Separation from Service” shall have the meaning set forth in Section 1.409A-1(h) of the Treasury Regulations.
“Service Agreement” means any employment, severance, consulting or similar agreement between the applicable Participant and the Company or any of its Subsidiaries or Affiliates.
“Specified Employee” shall have the meaning set forth in Section 409A of the Code and the Treasury Regulations promulgated thereunder.
“Share Award” shall have the meaning set forth in Section 7(d)(i).
“Share Payment” shall mean a share payment that is subject to the terms, conditions, and limitations described or referred to in Section 7(d)(ii).
“Share Unit” shall mean a share unit that is subject to the terms, conditions and limitations described or referred to in Section 7(c).
“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations (other than the last corporation) in the unbroken chain owns shares possessing fifty percent (50%) or more of the total combined voting power of all classes of shares in one of the other corporations in the chain (or such lesser percent as is permitted by Section 1.409A-1(b)(5)(iii)(E) of the Treasury Regulations).
“Substitute Award” means an Award granted in connection with a transaction between the Company (or a Subsidiary) and another entity or business acquired by the Company (or a Subsidiary), or with which the Company or a Subsidiary combines, in substitution or exchange for, or conversion, adjustment, assumption or replacement of, awards previously granted by such other entity or business.
“Termination of Service” means, unless as otherwise provided in an Award Agreement, and subject to Section 8.06(a) and 8.06(c) of the Employee Matters Agreement with respect to Converted Awards held by BHC Participants, in the case of a Participant who is an Employee, cessation of the employment relationship such that the Participant is no longer an employee of the Company or any Subsidiary or Affiliate, or, in the case of a Participant who is a Consultant or non-employee Director, the date the performance of services for the Company or any Subsidiary has ended; provided, however, that in the case of a Participant who is an Employee, the transfer of employment from the Company to a Subsidiary or Affiliate, from a Subsidiary or Affiliate to the Company, from one Subsidiary or Affiliate to another Subsidiary or Affiliate or, unless the Committee determines otherwise, the cessation of employee status but the continuation of the performance of services for the Company, a Subsidiary or an Affiliate as a Director or Consultant shall not be deemed a cessation of service that would constitute a Termination of Service; provided, further, that a Termination of Service shall be deemed to occur for a Participant employed by, or performing services for, a Subsidiary or an Affiliate when such Subsidiary or Affiliate ceases to be a Subsidiary or an Affiliate, as applicable, unless such Participant’s employment or service continues with the Company or another Subsidiary or Affiliate. Notwithstanding the foregoing, with respect to any Award subject to Section 409A of the Code (and not exempt therefrom), a Termination of Service occurs when a Participant experiences a Separation of Service.
“Treasury Regulations” shall mean the regulations promulgated under the Code by the United States Internal Revenue Service, as amended.
“TSX” means the Toronto Stock Exchange.
| 4. | Administration | |
| (a) | Committee Authority. Subject to applicable law, the Committee shall have full and exclusive power to administer and interpret the Plan, to grant Awards and to adopt such administrative rules, regulations, procedures and guidelines governing the Plan and the Awards as it deems appropriate, in its sole discretion, from time to time. The Committee’s authority shall include, but not be limited to, the authority to: (i) determine the type of Awards (including Substitute Awards) to be granted under the Plan; (ii) select Award recipients and determine the extent of their participation; (iii) determine Performance Criteria; (iv) establish all other terms, conditions, and limitations applicable to Awards, Award programs and, if applicable, the Common Shares issued pursuant thereto; (v) determine whether, to what extent, under what circumstances and by which methods Awards | |
102
| may be settled or exercised in cash, Common Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise), or any combination thereof, or canceled, forfeited or suspended; and (vi) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. The Committee may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards, waive any conditions or restrictions imposed with respect to Awards or the Common Shares issued pursuant to Awards and make any and all other determinations that it deems appropriate with respect to the administration of the Plan, subject to the limitations contained in Sections 6(d) and 19 of the Plan and applicable law and listing rules with respect to all Participants. | ||
| (b) | Administration of the Plan. The administration of the Plan shall be managed by the Committee. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee shall have the power to prescribe and modify the forms of Award Agreement, correct any defect, supply any omission or clarify any inconsistency in the Plan and/or in any Award Agreement and take such actions and make such administrative determinations that the Committee deems appropriate in its sole discretion. Any decision of the Committee in the administration of the Plan, as described herein, shall be final, binding and conclusive on all parties concerned, including the Company, its shareholders and Subsidiaries and all Participants. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein. | |
| (c) | Delegation of Authority. To the extent permitted by applicable law, the Committee may at any time delegate to one or more officers or Directors of the Company some or all of its authority over the administration of the Plan (including the authority to grant Awards under the Plan), with respect to individuals who are not Section 16(a) Insiders. | |
| (d) | Indemnification. No member of the Committee or any other Person to whom any duty or power relating to the administration or interpretation of the Plan has been delegated shall be personally liable for any action or determination made with respect to the Plan, except for his or her own willful misconduct or as expressly provided by statute. The members of the Committee and its delegates, including any employee with responsibilities relating to the administration of the Plan, shall be entitled to indemnification and reimbursement from the Company, to the extent permitted by applicable law and the by-laws and policies of the Company. To the fullest extent permitted by the law, in the performance of its functions under the Plan, the Committee (and each member of the Committee and its delegates) shall be entitled to rely upon information and advice furnished by the Company’s officers, accountants, counsel and any other party they deem appropriate, and neither the Committee nor any such Person shall be liable for any action taken or not taken in reliance upon any such advice. | |
| 5. | Participation | |
| (a) | Eligible Recipients. Subject to applicable law and Section 7 hereof, the Committee shall determine, in its sole discretion, which Eligible Recipients shall be granted Awards under the Plan; provided that Converted Awards may be granted under the Plan solely in accordance with the Employee Matters Agreement. Holders of equity compensation awards granted by an entity or business that is acquired by the Company or a Subsidiary (or whose business is acquired by the Company or a Subsidiary) or with which the Company or a Subsidiary combines are eligible for grants of Substitute Awards under the Plan to the extent permitted under applicable law and the applicable regulations of any stock exchange on which the Company is then listed. | |
| (b) | Participation outside of the United States. In order to facilitate the granting of Awards to Employees who are foreign nationals or who are employed outside of the U.S., the Committee may provide for such special terms and conditions, including, without limitation, substitutes for Awards, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. The Committee may approve any supplements to, or amendments, restatements or alternative versions of, this Plan (including sub-plans) as it may consider necessary or appropriate for the purposes of this Section 5(b) without thereby affecting the terms of this Plan as in effect for any other purpose, and the appropriate officer of the Company may certify any such documents as having been approved and adopted pursuant to properly delegated authority; provided, that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the intent and purpose of this Plan, as then in effect; further provided that any such action taken with respect to an Employee who is subject to Section 409A of the Code shall be taken in compliance with Section 409A of the Code; and further provided that any such supplements, amendments and restatements or alternative versions shall be subject to any required TSX approval (to the extent applicable at such time). | |
| 6. | Available Shares of Common Shares | |
| (a) | Shares Subject to the Plan. Subject to the following provisions of this Section 6 (including, without limitation, the provisions regarding adjustment in accordance with Section 6(e)) and except for Converted Awards and Substitute Awards, the maximum number of Common Shares available for issuance pursuant to Awards under the Plan shall not exceed 52,000,000 Common Shares in the aggregate (the “Share Pool”), which includes (i) the existing reserve of 38,000,000 Common Shares under the Plan and (ii) an increase of 14,000,000 Common Shares, as approved by the Board, subject to approval by the Company’s shareholders. Common Shares issued pursuant to Awards granted under the Plan may be shares that have been authorized but unissued, or have been purchased in open market transactions or otherwise. | |
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| (b) | Forfeited and Expired Awards. If any shares subject to an Award (other than a Converted Award or a Substitute Award) are forfeited, cancelled, exchanged or surrendered, or if an Award (other than a Converted Award or a Substitute Award) terminates or expires without a distribution of Common Shares to the Participant, the Common Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan. Notwithstanding the foregoing, (i) the Common Shares surrendered or withheld as payment of either the exercise price of an Option (including shares otherwise underlying an Award of a SAR that are retained by the Company to account for the exercise price of such SAR) and/or withholding taxes in respect of an Award shall no longer be available for Awards under the Plan and (ii) any Common Shares subject to any Converted Award or Substitute Award that is (A) forfeited, cancelled, exchanged, surrendered, cancelled or otherwise terminates or expires without a distribution of Common Shares or (B) surrendered or withheld as payment of either the exercise price of a Converted Award or Substitute Award and/or withholding taxes in respect of a Converted Award or Substitute Award, in each case, will not again become available for distribution in connection with Awards under the Plan. | |
| (c) | Other Items Not Included in Allocation. The maximum number of Common Shares that may be issued under the Plan as set forth in Section 6(a) shall not be affected by (i) the payment in cash of dividends or dividend equivalents in connection with outstanding Awards to the extent such cash dividends or dividend equivalents are permitted in accordance with Section 8, (ii) the granting or payment of share-denominated Awards that by their terms may be settled only in cash, (iii) the granting of Cash Awards or (iv) the grant of, or issuance of Common Shares pursuant to, Converted Awards or Substitute Awards. For the avoidance of doubt, Common Shares underlying Converted Awards or Substitute Awards and, subject to any required approval by the TSX (to the extent applicable at such time), Common Shares remaining available for grant under a plan of an acquired company or of a company with which the Company or a Subsidiary combines (whether by way of amalgamation, merger, sale and purchase of shares or other securities or otherwise), appropriately adjusted to reflect the acquisition or combination transaction, shall not reduce the number of Common Shares remaining available for grant hereunder. | |
| (d) | ISO Limit. Subject to Section 6(e), the maximum number of Common Shares available for issuance with respect to ISOs shall be the Share Pool. | |
| (e) | Adjustments. In the event of any change in the Company’s capital structure, including, but not limited to, a change in the number of Common Shares outstanding, on account of (i) any stock dividend, stock split, reverse stock split or any similar equity restructuring or (ii) any combination or exchange of equity securities, merger, consolidation, recapitalization, reorganization, or divesture or any other similar event affecting the Company’s capital structure, or changes in applicable laws, regulations or accounting principles, to reflect such change in the Company’s capital structure, the Committee shall make appropriate equitable adjustments to the maximum number and type of Common Shares (or other securities) that may be issued under the Plan as set forth in Section 6(a) and the limit set forth in Section 6(d). In the event of any extraordinary dividend, divestiture or other distribution (other than ordinary cash dividends) of assets to shareholders, or any transaction or event described above, or changes in applicable laws, regulations or accounting principles, to the extent necessary to prevent the enlargement or diminution of the rights of Participants, the Committee shall make appropriate equitable adjustments to the number or kind of shares subject to an outstanding Award (including the identity of the issuer), the exercise or hurdle price applicable to an outstanding Award, and/or any measure of performance that relates to an outstanding Award, including any applicable Performance Criteria. Any adjustment to ISOs under this Section 6(e) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code. With respect to Awards subject to Section 409A of the Code, any adjustments under this Section 6(e) shall conform to the requirements of Section 409A of the Code. Notwithstanding anything set forth herein to the contrary, the Committee may, in its discretion, decline to adjust any Award made to a Participant, if it determines that such adjustment would violate applicable law or result in adverse tax consequences to the Participant or to the Company. If, as a result of any adjustment under this Section 6(e), a Participant would become entitled to a fractional Common Share, the Participant has the right to acquire only the adjusted number of full Common Shares and no payment or other adjustment will be made with respect to the fractional Common Shares so disregarded. Adjustments under this Section 6(e) are subject to any applicable regulatory approvals. | |
| (f) | Non-Employee Director Limitations. In any calendar year, no Participant who is a non-employee Director shall be granted Options, SARs, Share Units, Share Awards, Cash Awards or any other compensation with an aggregate fair market value as of the grant date (as determined in accordance with applicable accounting standards) or payment date, as applicable, in excess of $750,000. This limitation will not apply with respect to any Converted Awards granted to a non-employee Director in accordance with the Employee Matters Agreement. | |
| (g) | Other Limitations on Shares that May be Granted under the Plan. Subject to Section 6(e), (i) the number of Common Shares issuable to Insiders, at any time, under all security-based compensation arrangements of the Company, cannot exceed 10% of issued and outstanding Common Shares of the Company and (ii) the number of Common Shares issued to Insiders, within any one year period, under all security-based compensation arrangements of the Company, cannot exceed 10% of issued and outstanding securities and (iii) the number of Common Shares issuable to non-employee Directors, at any time, under all security-based compensation arrangements of the Company, cannot exceed 1% of issued and outstanding Common Shares of the Company. |
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7. Awards Under The Plan
Awards under the Plan may be granted in the form Options, SARs, Share Units, Share Awards, Cash Awards or Converted Awards as described below. Awards may be granted singly, in combination or in tandem as determined by the Committee, in its sole discretion.
| (a) | Options. Options granted under the Plan shall be designated as Nonqualified Stock Options or ISOs. Options shall expire after such period, not to exceed a maximum of ten years, as may be determined by the Committee (the “Original Term”). If an Option is exercisable in installments, such installments or portions thereof that become exercisable shall remain exercisable until the Option expires or is otherwise canceled pursuant to its terms. Notwithstanding anything to the contrary in this Section 7(a), except as otherwise determined by the Committee, and subject to compliance with Section 409A of the Code (including Section 1.409A-1(v)(C)(1) of the Treasury Regulations), if the Original Term of an Option held by a Participant expires during a Blackout Period, the term of such Option shall be extended until the tenth Business Day following the end of the Blackout Period, at which time any unexercised portion of the Option shall expire; provided, however, that in no event shall such extension pursuant to this provision result in the term of such Option being extended beyond the latest date which would not result in an extension within the meaning of Section 1.409A-1(v)(C)(1) of the Treasury Regulations. Except as otherwise provided in this Section 7(a), Options shall be subject to the terms, conditions, restrictions, and limitations determined by the Committee, in its sole discretion, from time to time. | ||
| (i) | Exercise Price. The Committee shall determine the exercise price per share for each Option, which, except with respect to Converted Awards and Substitute Awards, shall not be less than 100% of the Market Price (as of the date of grant) of the Common Shares subject to the Option. | ||
| (ii) | Exercise of Options. Upon satisfaction of the applicable conditions relating to vesting and exercisability (including any service-based and/or performance-based vesting conditions), as determined by the Committee, and upon provision for the payment in full of the exercise price and applicable taxes due, the Participant shall be entitled to exercise the Option and receive the number of Common Shares issuable in connection with the Option exercise. The Common Shares issued in connection with the Option exercise may be subject to such conditions and restrictions as the Committee may determine, from time to time. The exercise price of an Option and applicable withholding taxes relating to an Option exercise may be paid by methods permitted by the Committee from time to time including, but not limited to, (1) a cash payment; (2) subject to applicable corporate and securities laws, tendering (either actually or by attestation) Common Shares owned by the Participant (for any minimum period of time that the Committee, in its discretion, may specify), valued at the Market Price at the time of exercise; (3) arranging to have the appropriate number of Common Shares issuable upon the exercise of an Option withheld or sold (including pursuant to a “sell-to-cover” method) pursuant to such procedures as determined by the Committee in its discretion; or (4) any combination of the above. Additionally, the Committee may provide that an Option may be “net exercised,” meaning that upon the exercise of an Option or any portion thereof, the Company shall deliver the number of whole Common Shares equal to (A) the difference between (x) the aggregate Market Price of the Common Shares subject to the Option (or the portion of such Option then being exercised) and (y) the aggregate exercise price for all such Common Shares under the Option (or the portion thereof then being exercised) plus (to the extent it would not give rise to adverse accounting consequences pursuant to applicable accounting principles or to adverse tax consequences to the Participants under Canadian federal, provincial or territorial tax laws) the amount of withholding tax due upon exercise divided by (B) the Market Price of a Common Share on the date of exercise. Any fractional share that would result from such equation shall be canceled. | ||
| (iii) | ISOs. The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms, conditions, limitations and administrative procedures established by the Committee from time to time in accordance with the Plan. At the discretion of the Committee, ISOs may be granted only to an employee of the Company, its “parent corporation” (as such term is defined in Section 424(e) of the Code) or a Subsidiary. | ||
| (1) | ISO Grants to 10% Shareholders. Notwithstanding anything to the contrary in this Section 7(a), if an ISO is granted to a Participant who owns shares representing more than ten percent of the voting power of all classes of shares of the Company, its “parent corporation” (as such term is defined in Section 424 (e) of the Code) or a Subsidiary, the term of the Option shall not exceed five years from the time of grant of such Option and the exercise price shall be at least 110 percent of the Market Price (as of the date of grant) of the Common Shares subject to the Option. | |||
| (2) | $100,000 Per Year Limitation for ISOs. To the extent the aggregate Market Price (determined as of the date of grant) of the Common Shares for which ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock Options. | |||
| (3) | Disqualifying Dispositions. Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately after the date he or she makes a “disqualifying disposition” of any Common Shares acquired pursuant to the exercise of such ISO. A “disqualifying disposition” is any disposition (including any sale) of such Common Shares before the later of (i) two years after the date of grant of the ISO and (ii) one year after the date the Participant acquired the Common Shares by exercising the ISO. The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any Common Shares acquired pursuant to the exercise of an ISO as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such shares. |
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| (iv) | No Dividends or Dividend Equivalents. No Option will be eligible for the payment of dividends or dividend equivalents. | |
| (v) | Subject to applicable laws and Company policies, the Committee may provide in any applicable Award Agreement that, if, as of the last day of the Original Term of the Option, (i) the Market Price of the Common Shares subject to the Option exceeds the aggregate exercise price of the Option and (ii) the Participant has not previously exercised such Option, then the Option shall be deemed to have been automatically exercised by the Participant on such date (the “Automatic Exercise Date”), which such automatic exercise shall be made on a “net exercise” basis (pursuant to such terms and procedures as determined by the Committee) to cover the applicable exercise price applicable to such Option and any applicable tax withholding obligations; provided that, unless otherwise determined by the Committee, this Section 7(a)(v) shall not apply to any Option held by a Participant who has incurred a Termination of Service on or before the Automatic Exercise Date. |
| (b) | Share Appreciation Rights. A SAR represents the right to receive a payment in cash, Common Shares, or a combination thereof, in an amount equal to the product of (1) the excess of the Market Price per Common Share on the date the SAR is exercised over the exercise price per Common Share of such SAR (which exercise price shall be no less than 100% of the Market Price of the Common Shares subject to the SAR as of the date the SAR was granted, except in the case of Substitute Awards and Converted Awards) and (2) the number of Common Shares subject to the portion of the SAR being exercised. If a SAR is paid in Common Shares, the number of Common Shares to be delivered will equal the amount determined to be payable in accordance with the prior sentence divided by the Market Price of a Common Share at the time of payment. The Committee shall establish the Original Term of a SAR, which shall not exceed a maximum of ten years. Notwithstanding anything to the contrary in this Section 7(b), except as otherwise determined by the Committee, and subject to compliance with Section 409A of the Code (including Section 1.409A-1(v)(C)(1) of the Treasury Regulations) if the Original Term of a SAR held by the Participant expires during a Blackout Period, the term of such SAR shall be extended until the tenth Business Day following the end of the Blackout Period, at which time any unexercised portion of the SAR shall expire; provided, however, that in no event shall such extension pursuant to this provision result in the term of such SAR being extended beyond the latest date which would not result in an extension within the meaning of Section 1.409A-1(v)(C)(1) of the Treasury Regulations. Except as otherwise provided in this Section 7(b), SARs shall be subject to the terms, conditions, restrictions and limitations determined by the Committee, in its sole discretion, from time to time. A SAR may only be granted to an Eligible Recipient to whom an Option could be granted under the Plan. No SAR will be eligible for the payment of dividends or dividend equivalents. | ||
| (c) | Share Units. A Share Unit is an Award that represents the right to receive a Common Share or a cash payment equal to the Market Price of a Common Share. Subject to the terms of the Plan, Share Units shall be subject to such terms and conditions (including, without limitation, service-based and/or performance-based vesting conditions, including Performance Criteria), restrictions and limitations as the Committee may determine to be applicable to such Share Units, in its sole discretion, from time to time and set forth in the applicable Award Agreement. | ||
| (i) | Share Units Subject to Performance Criteria. If the Share Unit is subject to performance-based vesting conditions, (1) the Performance Criteria to be achieved during any Performance Period, the applicable range for the Performance Multiplier, the amount of any payment to be made pursuant to any such Award, the length of any Performance Period and the number of Share Units granted will be determined by the Committee; and (2) the Award Agreement will specify the Performance Multiplier applicable to the Performance Criteria. | |
| (ii) | Delivery of Common Shares or Cash Upon Settlement. Upon satisfaction of the applicable conditions relating to vesting (including the achievement or satisfaction of any Performance Criteria), the Committee will determine the number of Share Units that will vest, which, to the extent applicable, will be based on the Performance Multiplier (if any). Settlement of any such Award of Share Units shall be made in Common Shares, cash or a combination of Common Shares and cash, as determined in the discretion of the Committee. | |
| (iii) | Blackout Period. In the event that any Share Unit is scheduled by its terms to be settled in Common Shares (the “Original Distribution Date”) during a Blackout Period, then, if the Participant is restricted from selling Common Shares during the Blackout Period, the Committee in its discretion, may determine that such Common Shares subject to the Share Unit shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable following the expiration of the Blackout Period; provided, however, that in no event shall the delivery of the Common Shares be delayed pursuant to this provision beyond the latest date on which such delivery could be made without violating Section 409A of the Code. | |
| (iv) | Dividend Equivalents. Share Units may be credited with dividend equivalents, subject to and in accordance with Section 8 of the Plan. |
| (d) | Share Awards. | ||
| (i) | Form of Awards. The Committee may grant Awards that are payable in Common Shares or denominated in units equivalent in value to Common Shares or are otherwise based on or related to Common Shares (”Share Awards”), including, but not limited to, Share Payments, Restricted Shares, and Deferred Shares. Share Awards shall be subject to such terms, conditions (including, without limitation, service-based and performance-based vesting conditions, including Performance Criteria), restrictions and limitations as the Committee may determine to be applicable to such Share Awards, in its sole discretion, from time to time; provided however, that such Share Awards will be subject to any required TSX approval (to the extent applicable at such time). | ||
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| (ii) | Share Payment. If not prohibited by applicable law, the Committee may issue unrestricted Common Shares in such amounts and subject to such terms and conditions as the Committee shall from time to time in its sole discretion determine. A Share Payment may (but need not) be granted as, or in payment of, a bonus, or to provide incentives or recognize special achievements or contributions. | ||
| (iii) | Restricted Shares. Restricted Shares shall be subject to the terms, conditions, restrictions, and limitations determined by the Committee, in its sole discretion, from time to time. The number of Restricted Shares allocable to an Award under the Plan shall be determined by the Committee in its sole discretion. | ||
| (iv) | Deferred Shares. Subject to Section 409A of the Code (to the extent applicable), Deferred Shares shall be subject to the terms, conditions, restrictions and limitations determined by the Committee, in its sole discretion, from time to time. A Participant who receives an Award of Deferred Shares shall be entitled to receive the number of Common Shares allocable to his or her Award, as determined by the Committee in its sole discretion, from time to time, at the end of a specified deferral period determined by the Committee. Awards of Deferred Shares represent only an unfunded, unsecured promise to deliver shares in the future and shall not give Participants any greater rights than those of an unsecured general creditor of the Company. | ||
| (e) | Cash Awards. The Committee may grant Awards that are payable to Participants solely in cash, as deemed by the Committee to be consistent with the purposes of the Plan, and, except as otherwise provided in this Section 7(e), such Cash Awards shall be subject to the terms, conditions, restrictions, and limitations determined by the Committee, in its sole discretion, from time to time. Awards granted pursuant to this Section 7(e) may be granted with value and payment contingent upon the achievement of Performance Criteria. Payments earned hereunder may be decreased or increased in the sole discretion of the Committee based on such factors as it deems appropriate. | ||
| (f) | Converted Awards. Converted Awards shall be granted under the Plan in accordance with the terms of the Employee Matters Agreement, and may be granted under the Plan in the form of any other Award, as determined in accordance with the Employee Matters Agreement. Notwithstanding anything in the Plan to the contrary, the terms and conditions of the Plan will apply to Converted Awards only to the extent that such terms and conditions are not inconsistent with the terms of the Employee Matters Agreement and the terms of the applicable Converted Awards assumed by the Company in accordance with the Employee Matters Agreement. | ||
| (g) | Unless the applicable Award Agreement provides otherwise, the Committee determines otherwise or as otherwise provided by the Employee Matters Agreement with respect to any applicable Converted Awards, (i) vesting with respect to an Award will cease upon a Termination of Service, and unvested Awards shall be forfeited upon such termination and (ii) in the case of a Termination of Service for Cause, vested Awards shall also be forfeited. | ||
8. Dividends and Dividend Equivalents
The Committee may, in its sole discretion, provide that Share Units and/or Share Awards shall earn dividends or dividend equivalents, as applicable. Such dividends or dividend equivalents shall be in the same amount as the dividend the Participant would have received had the Common Shares underlying the Share Unit or Share Awards been distributed to the Participant as of immediately prior to the record date of such dividend. Such dividends or dividend equivalents may be credited to an account maintained on the books of the Company. Any payment or crediting of dividends or dividend equivalents will be subject to such terms, conditions, restrictions and limitations as the Committee may establish, from time to time, in its sole discretion, including, without limitation, reinvestment in additional Common Shares or common share equivalents; provided, however, if the payment or crediting of dividends or dividend equivalents is in respect of a Share Unit or Share Award that is subject to Section 409A of the Code, then the payment or crediting of such dividends or dividend equivalents shall conform to the requirements of Section 409A of the Code and such requirements shall be specified in writing; and provided further, the payment or crediting of dividends or dividend equivalents shall be subject to the applicable regulations of the TSX (to the extent applicable at such time). Notwithstanding the foregoing, dividends or dividend equivalents (i) shall have the same vesting dates and shall be paid in accordance with the same terms as the Award to which they relate and (ii) with respect to any Award subject to the achievement of Performance Criteria, shall not be paid unless and until the relevant Performance Criteria have been satisfied, and then only to the extent determined by the Committee, as specified in the Award Agreement.
9. Nontransferability
Except as may be permitted by the Committee or as specifically provided in an Award Agreement, Awards granted under the Plan, and during any period of restriction on transferability, Common Shares issued in connection with the exercise of an Option or a SAR, may not be sold, pledged, hypothecated, assigned, margined or otherwise transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares underlying such Award have been issued, and all restrictions applicable to such shares have lapsed or have been waived by the Committee. No Award or interest or right therein shall be subject to the debts, contracts or engagements of a Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law, by judgment, lien, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy and divorce), and any attempted disposition thereof shall be null and void, of no effect, and not binding on the Company in any way. Notwithstanding the foregoing, the Committee may, in its sole discretion, permit (on such terms, conditions and limitations as it may establish) Nonqualified Stock Options and/or shares issued in connection with an Option or a SAR exercise that are subject to restrictions on transferability, to be transferred to a member of a Participant’s immediate family or to a trust or similar vehicle for the benefit of a Participant’s immediate family members. During the lifetime of a Participant, all rights with respect to Awards shall be exercisable only by such Participant or, if applicable pursuant to the preceding sentence, a permitted transferee.
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| 10. | Effect of a Termination of Service | |
| (a) | The Committee may provide, by rule or regulation or in any applicable Award Agreement, or may determine in any individual case, the circumstances in which, and the extent to which, an Award may be exercised, settled, vested, paid or forfeited in the event of a Participant’s Termination of Service. | |
| (b) | Subject to Section 409A of the Code, the Committee may determine, in its discretion, whether, and the extent to which, (i) an Award will vest during a leave of absence, (ii) a reduction in service level (for example, from full-time to part-time employment) will cause a reduction, or other change, to an Award and (iii) a leave of absence or reduction in service will be deemed a Termination of Service. | |
| 11. | Change of Control | |
| (a) | Unless otherwise determined in an Award Agreement, in the event of a Change of Control, the Committee may, in its sole discretion, and on such terms and conditions as it deems appropriate, take any one or more of the following actions with respect to any outstanding Award, which need not be uniform with respect to all Participants and/or Awards: | |
| (i) | continuation or assumption of such Award by the Company (if it is the surviving corporation) or by the successor or surviving entity or its parent; | |||
| (ii) | substitution or replacement of such Award by the successor or surviving entity or its parent with cash, securities, rights or other property to be paid or issued, as the case may be, by the successor or surviving entity (or a parent or subsidiary thereof), with substantially the same terms and value as such Award (including any applicable performance targets or criteria with respect thereto); | |||
| (iii) | acceleration of the vesting and the lapse of any restrictions thereon, and in the case of any Option or SAR Award, acceleration of the right to exercise such Award during a specified period, in each case: | |||
| (A) | with respect to each outstanding Award that is assumed or substituted in connection with a Change of Control, in the event of a Participant’s Termination of Service (including upon a termination of the Participant’s employment by the Company (or a successor or acquiring corporation or its parent) without Cause or by the Participant for Good Reason, in each case during the 12-month period (or such other period determined by the Committee and specified in the applicable Award Agreement) immediately following such Change of Control, (x) such Award shall become fully vested and exercisable, (y) the restrictions, payment conditions, and forfeiture conditions applicable to any such Award granted shall lapse, and (z) any performance conditions (including any Performance Criteria) imposed with respect to Awards shall be deemed to be achieved at target performance levels (or at such other level as determined by the Committee in its discretion or specified in the applicable Award Agreement or the definitive transaction documentation in connection with such Change of Control). | |||
| (B) | With respect to each outstanding Award that is not assumed or substituted in connection with a Change of Control immediately upon the occurrence of the Change of Control, (x) such Award (including both time-based and performance-based Awards) shall become fully vested and exercisable based on a fraction, the numerator of which is the number of days between the grant date and the date of the Change of Control and the denominator of which is the number of days during the period beginning on the grant date of the Award and ending on the date of vesting of the Award (or such other period as determined by the Committee in its discretion or as may be set forth in the applicable Award Agreement), (y) the restrictions, payment conditions, and forfeiture conditions applicable to any such Award granted shall lapse, and (z) any performance conditions (including any Performance Criteria) imposed with respect to Awards shall be deemed to be achieved at target performance levels (or at such other level as determined by the Committee in its discretion or specified in the applicable Award Agreement or the definitive transaction documentation in connection with such Change of Control) (for the avoidance of doubt, prorated (to the extent applicable) in accordance with clause (B)). | |||
| (C) | For purposes of this Section 11(a)(iii), an Award shall be considered assumed or substituted for if, following the Change of Control, the Award remains subject to the same terms and conditions that were applicable to the Award immediately prior to the Change of Control, except that, if the Award related to Common Shares, the Award instead confers the right to receive common equity of the surviving or acquiring entity (or its parent). | |||
| (iv) | in the case of an Award subject to performance-vesting conditions (including Performance Criteria), determination of the level of attainment of the applicable performance-vesting condition(s); and | |||
| (v) | cancellation of such Award in consideration of a payment, with the form, amount and timing of such payment determined by the Committee in its sole discretion, subject to the following: (A) such payment shall be made in cash or, subject to any required TSX approval (to the extent applicable at such time), securities, rights and/or other property; (B) the amount of such payment shall equal the value of such Award, as determined by the Committee in its sole discretion (which may be determined by reference to the consideration paid per Common Share in the Change of Control); provided that, in the case of an Option or SAR Award, if such value equals the Intrinsic Value of such Award, such value shall be deemed to be valid; provided further that, if the Intrinsic Value of an Option or SAR Award is equal to or less than zero, the Committee may, in its sole discretion, provide for the cancellation of such Award without payment of any consideration therefor (for the avoidance of doubt, in the event of a Change of Control, the Committee may, in its sole discretion, terminate any Option or SAR Awards for which the exercise price is equal to or exceeds the per Common Share value of the consideration to be paid in the Change of Control transaction without | |||
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payment of consideration therefor); and (C) such payment shall be made promptly following such Change of Control or on a specified date or dates following such Change of Control; provided that the timing of such payment shall comply with Section 409A of the Code.
| (b) | For purposes of this Agreement, a “Change of Control” shall be deemed to occur if and when the first of the following occurs: | ||
| (i) | the acquisition (other than from the Company), by any person (as such term is defined in Section 13(d) or 14(d) of the Exchange Act, including a “group” as defined in Section 13(d) thereof) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding voting securities; | ||
| (ii) | the individuals who, as of the date hereof, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least a majority of the Board, unless the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and such new director shall be considered as a member of the Incumbent Board; | ||
| (iii) | the closing of an amalgamation or similar business combination (each, an “Amalgamation”) involving the Company if (i) the shareholders of the Company, immediately before such Amalgamation, do not, as a result of such Amalgamation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such Amalgamation (or, if the entity resulting from such Amalgamation is then a subsidiary, the ultimate parent thereof) in substantially the same proportion as their ownership of the combined voting power of the voting securities of the Company outstanding immediately before such Amalgamation or (ii) immediately following the Amalgamation, the individuals who comprised the Board immediately prior thereto do not constitute at least a majority of the board of directors of the entity resulting from such Amalgamation (or, if the entity resulting from such Amalgamation is then a subsidiary, the ultimate parent thereof); | ||
| (iv) | a complete liquidation or dissolution of the Company or the consummation of the sale or other disposition of all or substantially all of the assets of the Company. | ||
| (c) | Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities is acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or any of its subsidiaries or (ii) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the shareholders of the Company in the same proportion as their ownership of shares in the Company immediately prior to such acquisition. In addition, notwithstanding the foregoing, solely to the extent required by Section 409A of the Code, a Change of Control shall be deemed to have occurred only if a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code and the Treasury Regulations thereunder. | ||
12. Clawback
The Committee may specify in an Award Agreement that a Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include a Termination of Service, violation of material policies, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants, or requirements to comply with minimum share ownership requirements, that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Subsidiaries (or, in the case of Converted Awards held by the BHC Participants, the Parent Group (as defined in the Employee Matters Agreement)). The Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment arrangements or policies the Company (or, in the case of Converted Awards held by BHC Participants, BHC) has in place from time to time, and the Committee may, to the extent permitted by applicable law and stock exchange rules or by any applicable Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to the Participant or any Common Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Common Shares underlying such Awards.
13. Award Agreements
Each Award under the Plan shall be evidenced by an Award Agreement (as such may be amended from time to time) that sets forth the terms, conditions, restrictions and limitations applicable to the Award, including, but not limited to, the provisions governing vesting, exercisability, payment, forfeiture, and Termination of Service, all or some of which may be incorporated by reference into one or more other documents delivered or otherwise made available to a Participant in connection with an Award.
14. Tax Withholding
Participants shall be solely responsible for any applicable taxes (including, without limitation, income, payroll and excise taxes) and penalties, and any interest that accrues thereon, which they incur in connection with the receipt, vesting or exercise of an Award. The Company and its Subsidiaries and Affiliates shall have the right to require payment of, or may deduct from any payment made under the Plan or otherwise to a Participant, or may permit shares to be tendered or sold, including Common Shares delivered or vested in connection with an Award, in an amount sufficient to cover withholding of any federal,
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state, provincial, territorial, local, foreign or other governmental taxes or charges required by law or such greater amount of withholding as the Committee shall determine from time to time and to take such other action as may be necessary to satisfy any such withholding obligations. It shall be a condition to the obligation of the Company to issue Common Shares upon the exercise of an Option, or SAR, or upon settlement of a Share Award, that the Participant pay to the Company, on demand, such amount as may be requested by the Company for the purpose of satisfying any tax withholding liability. If the amount is not paid, the Company may refuse to issue shares. Notwithstanding anything to the contrary herein, satisfaction of tax withholding obligations in respect of Converted Awards held by BHC Participants shall be subject to the terms set forth in the Employee Matters Agreement (including, without limitation, Section 8.06 thereof).
15. Other Benefit and Compensation Programs
Awards received by Participants under the Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of calculating payments or benefits from any Company benefit plan or severance program unless specifically provided for under the plan or program. Unless specifically set forth in an Award Agreement, Awards under the Plan are not intended as payment for compensation that otherwise would have been delivered in cash, and even if so intended, such Awards shall be subject to such vesting requirements and other terms, conditions and restrictions as may be provided in the Award Agreement.
16. Unfunded Plan
The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. The Plan shall not establish any fiduciary relationship between the Company and any Participant or other Person. To the extent any Participant holds any rights by virtue of an Award granted under the Plan, such rights shall constitute general unsecured liabilities of the Company and shall not confer upon any Participant or any other Person any right, title, or interest in any assets of the Company.
17. Rights as a Shareholder
Unless the Committee determines otherwise, a Participant shall not have any rights as a shareholder with respect to Common Shares covered by an Award until the date the Participant becomes the holder of record with respect to such Common Shares. No adjustment will be made for dividends or other rights for which the record date is prior to such date, except as provided in Section 8.
18. Future Rights
No Eligible Recipient shall have any claim or right to be granted an Award under the Plan. There shall be no obligation of uniformity of treatment of Eligible Recipients under the Plan. Further, the Company and its Subsidiaries and Affiliates may adopt other compensation programs, plans or arrangements as deemed appropriate or necessary. The adoption of the Plan, or grant of an Award, shall not confer upon any Eligible Recipient any right to continued employment or service in any particular position or at any particular rate of compensation, nor shall it interfere in any way with the right of the Company or a Subsidiary or Affiliate to terminate the employment or service of Eligible Recipients at any time, free from any claim or liability under the Plan.
| 19. | Amendment and Termination | |
| (a) | The Plan and any Award may be amended, suspended or terminated at any time by the Board, provided that no amendment shall be made without shareholder approval if such shareholder approval is required in order to comply with applicable law or the rules of the New York Stock Exchange, the rules of the Toronto Stock Exchange or any other securities exchange on which the Common Shares are traded or quoted. Except as otherwise provided in Section 11(a), no termination, suspension or amendment of the Plan or any Award shall materially adversely affect the right of any Participant with respect to any Award theretofore granted, as determined by the Committee, without such Participant’s written consent. | |
| (b) | Notwithstanding Section 19(a), the Company shall obtain shareholder approval for: (i) except as provided in Section 6(e), a reduction in the exercise price or purchase price of an Award (or the cancellation and re-grant of an Award resulting in a lower exercise price or purchase price); (ii) the extension of the Original Term of an Option; (iii) any amendment to the ISO limits described in Section 6(d); (iv) any amendment to remove or to exceed the participation limits described in Section 6(g), including but not limited to those applicable to Insiders; (v) an increase to the maximum number of Common Shares issuable under the Plan pursuant to Section 6(a) (other than adjustments in accordance with Section 6(e)); (vi) amendments to this Section 19 other than amendments of a clerical nature; and (vii) any amendment that permits Awards to be transferable or assignable other than for normal estate settlement purposes or for other purposes not involving the receipt of monetary consideration. | |
20. Option and SAR Repricing
Except as provided in Section 6(e) and without limiting Section 19(b)(i), the Committee may not, without shareholder approval, seek to effect any re-pricing of any previously granted “underwater” Option or SAR by: (i) amending or modifying the terms of the Option or SAR to lower the exercise price; (ii) cancelling the underwater Option or SAR and granting either (A) replacement Options or SARs having a lower exercise price or (B) Restricted Shares, Share Units, or Other Share Awards in exchange; or (iii) cancelling or repurchasing the underwater Options or SARs for cash or other securities. An Option or SAR will be deemed to be “underwater” at any time when the Market Value of the Common Shares covered by such Award is less than the exercise price of the Award.
110
21. Successors and Assigns
The Plan and any applicable Award Agreement shall be binding on all successors and assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.
22. Severability
If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Participant or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award Agreement, such provision shall be stricken as to such jurisdiction, Participant or Award, and the remainder of the Plan and any such Award Agreement shall remain in full force and effect.
23. Governing Law
The Plan and all agreements entered into under the Plan shall be governed, construed and administered in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
24. Interpretation
The Plan is designed and intended, to the extent applicable, to provide for grants and other transactions which are exempt under Rule 16b-3, and all provisions hereof shall be construed in a manner to so comply. Awards under the Plan are also intended to be exempt from, or otherwise comply with Section 409A of the Code to the extent subject thereto, and the Plan and all Awards shall be interpreted in accordance with Section 409A of the Code and Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of the Plan. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of a Participant’s Termination of Service with the Company shall be made to such Participant until such Participant’s Termination of Service constitutes a Separation from Service. For purposes of this Plan and any Award granted hereunder, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. If a participant is a Specified Employee, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, such Participant shall not be entitled to any payments upon a termination of his or her employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of such Participant’s Separation from Service or (ii) the date of such Participant’s death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 24 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) shall be paid to such Participant in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Plan will be paid in accordance with the normal payment dates specified for them herein or the terms of the applicable Award. If an Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), a Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if an Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), a Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any Affiliate be liable to a Participant on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A, 4999 or 457A of the Code.
25. Data Protection
In connection with the Plan, the Company or its Affiliates, as applicable, may need to process personal data (as such term, “personal information,” “personally identifiable information,” or any other term of comparable intent, is defined under applicable laws or regulations, in each case to the extent applicable) provided by the Participant to, or otherwise obtained by, the Company or its Affiliates, their respective third party service providers or others acting on the Company’s or its Affiliates’ behalf. Examples of such personal data may include, without limitation, the Participant’s name, account information, social security number, tax number and contact information. The Company or its Affiliates may process such personal data for the performance of the contract with the Participant in connection with the Plan and in its legitimate business interests for all purposes relating to the operation and performance of the Plan, including but not limited to:
| (a) | administering and maintaining Participant records; | |
| (b) | providing the services described in the Plan; | |
| (c) | providing information to future purchasers or merger partners of the Company or any Affiliate, or the business in which such Participant works; and | |
| (d) | responding to public authorities, court orders and legal investigations and complying with law, as applicable. |
2024 PROXY STATEMENT 111
The Company or its Affiliates may share the Participant’s personal data with (i) Subsidiaries and Affiliates, (ii) trustees of any employee benefit trust, (iii) registrars, (iv) brokers, (v) third party administrators of the Plan, (vi) third party service providers acting on the Company’s or its Affiliates’ behalf to provide the services described above, (vii) future purchasers or merger partners (as described above) or (viii) regulators and others, as required by law or in order to provide the services described in the Plan.
If necessary, the Company or its Affiliates may transfer the Participant’s personal data to any of the parties mentioned above in a country or territory that may not provide the same protection for the information as the Participant’s home country. Any transfer of the Participant’s personal data to recipients in a third country will be made subject to appropriate safeguards or applicable derogations provided for, and to the extent required, under applicable law. Further information on those safeguards or derogations can be obtained through, and other questions regarding this Section 25 may be directed to, the contact set forth in the applicable employee privacy notice or other privacy policy that previously has been made available by the Company or its applicable Affiliate to the Participant (as applicable, and as updated from time to time by the Company or its applicable Affiliate upon notice to the Participant, the “Employee Privacy Notice”). The terms set forth in this Section 25 are supplementary to the terms set forth in the Employee Privacy Notice (which, among other things, further describes the Company’s and its Affiliates’ processing activities, and the rights of the Participant, with respect to the Participant’s personal data); provided that, in the event of any conflict between the terms of this Section 25 and the terms of the Employee Privacy Notice, the terms of this Section 25 shall govern and control in relation to the processing of such personal data in connection with the Plan.
The Company and its Affiliates will keep personal data collected in connection with the Plan for as long as necessary to operate the Plan or as necessary to comply with any legal or regulatory requirements and in accordance with the Company’s and its Affiliates’ backup and archival policies and procedures.
Certain Participants may have a right, as further described in the Employee Privacy Notice, to (i) request access to and rectification or erasure of the personal data provided, (ii) request the restriction of the processing of his or her personal data, (iii) object to the processing of his or her personal data, (iv) receive the personal data provided to the Company or its Affiliates and transmit such data to another party, and (v) to lodge a complaint with a supervisory authority.
112
Appendix C
Bausch + Lomb Corporation
Non-GAAP Information
To supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses certain non-GAAP financial measures and ratios. However, these measures and ratios do not have any standardized meaning under GAAP and other companies may use similarly titled non-GAAP financial measures and ratios that are calculated differently from the way we calculate such measures and ratios. Accordingly, our non-GAAP financial measures and ratios may not be comparable to similar non-GAAP measures and ratios of other companies. We caution investors not to place undue reliance on such non-GAAP measures and ratios, but instead to consider them with the most directly comparable GAAP measures and ratios. Non-GAAP financial measures and ratios have limitations as analytical tools and should not be considered in isolation. They should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. The reconciliations of these historic non-GAAP financial measures and ratios to the most directly comparable financial measures and ratios calculated and presented in accordance with GAAP are shown in the tables below.
EBITDA (non-GAAP) and Adjusted EBITDA (non-GAAP)
EBITDA (non-GAAP) is Net loss attributable to Bausch + Lomb Corporation (its most directly comparable U.S. GAAP financial measure) adjusted for interest expense, net, provision for income taxes, depreciation and amortization. Adjusted EBITDA (non-GAAP) is EBITDA (non-GAAP) further adjusted for the items described below. Management believes that Adjusted EBITDA (non-GAAP), along with the GAAP measures used by management, most appropriately reflect how the Company measures the business internally and sets operational goals and incentives. In particular, the Company believes that Adjusted EBITDA (non-GAAP) focuses management on the Company’s underlying operational results and business performance. As a result, the Company uses Adjusted EBITDA (non-GAAP) both to assess the actual financial performance of the Company and to forecast future results as part of its guidance. Management believes Adjusted EBITDA (non-GAAP) is a useful measure to evaluate current performance. Adjusted EBITDA (non-GAAP) is intended to show our unleveraged, pre-tax operating results and therefore reflects our financial performance based on operational factors. In addition, cash bonuses for the company’s executive officers and other key employees are based, in part, on the achievement of certain Adjusted EBITDA (non-GAAP) targets.
Adjusted EBITDA (non-GAAP) is EBITDA (non-GAAP) further adjusted for the following items:
| + | Asset impairments: The Company has excluded the impact of impairments of finite-lived and indefinite-lived intangible assets as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions and divestitures. The Company believes that the adjustments of these items correlate with the sustainability of the Company’s operating performance. Although the Company excludes impairments of intangible assets from measuring the performance of the Company and its business, the Company believes that it is important for investors to understand that intangible assets contribute to revenue generation. During 2023, asset impairments were less than $1 million. |
| + | Restructuring, integration and transformation costs: The Company has incurred restructuring costs as it implemented certain strategies, which involved, among other things, improvements to its infrastructure and operations, internal reorganizations and impacts from the divestiture of assets and businesses. With regard to infrastructure and operational improvements which the Company has taken to improve efficiencies in the businesses and facilities, these tend to be costs intended to right size the business or organization that fluctuate significantly between periods in amount, size and timing, depending on the improvement project, reorganization or transaction. Additionally, with the completion of the B+L IPO, as the Company prepares for post-separation operations, the Company is launching certain transformation initiatives that will result in certain changes to and investment in its organizational structure and operations. These transformation initiatives arise outside of the ordinary course of continuing operations and, as is the case with the Company’s restructuring efforts, costs associated with these transformation initiatives are expected to fluctuate between periods in amount, size and timing. These out-of-the-ordinary-course charges include third-party advisory costs, as well as certain compensation-related costs (including costs associated with changes in our executive officers, such as the severance costs associated with the departure of the Company’s former CEO and the costs associated with the appointment of the Company’s current CEO). Investors should understand that the outcome of these transformation initiatives may result in future restructuring actions and certain of these charges could recur. The Company believes that the adjustments of these items provide supplemental information with regard to the sustainability of the Company’s operating performance, allow for a comparison of the financial results to historical operations and forward-looking guidance and, as a result, provide useful supplemental information to investors. |
| + | Acquisition-related costs and adjustments excluding amortization of intangible assets: The Company has excluded the impact of acquisition-related costs and fair value inventory step-up resulting from acquisitions as the amounts and frequency of such costs and adjustments are |
2024 PROXY STATEMENT 113
| not consistent and are significantly impacted by the timing and size of its acquisitions. In addition, the company excludes the impact of acquisition-related contingent consideration non-cash adjustments due to the inherent uncertainty and volatility associated with such amounts based on changes in assumptions with respect to fair value estimates, and the amount and frequency of such adjustments are not consistent and are significantly impacted by the timing and size of the Company’s acquisitions, as well as the nature of the agreed-upon consideration. | |
| + | Share-based compensation: The Company excludes costs relating to share-based compensation. The Company believes that the exclusion of share-based compensation expense assists investors in the comparisons of operating results to peer companies. Share-based compensation expense can vary significantly based on the timing, size and nature of awards granted. |
| + | Separation costs and separation-related costs: The Company has excluded certain costs incurred in connection with activities taken to: (i) separate the Bausch + Lomb business from the remainder of BHC and (ii) register the Bausch + Lomb business as an independent publicly traded entity. Separation costs are incremental costs directly related to effectuating the separation of the Bausch + Lomb business from the remainder of BHC and include, but are not limited to, legal, audit and advisory fees, talent acquisition costs and costs associated with establishing a new Board and Audit Committee. Separation-related costs are incremental costs indirectly related to the separation of the Bausch + Lomb business from the remainder of BHC and include, but are not limited to, IT infrastructure and software licensing costs, rebranding costs and costs associated with facility relocation and/or modification. As these costs arise from events outside of the ordinary course of continuing operations, the Company believes that the adjustments of these items provide supplemental information with regard to the sustainability of the Company’s operating performance, allow for a comparison of the financial results to historical operations and forward-looking guidance and, as a result, provide useful supplemental information to investors. |
| + | Other Non-GAAP adjustments: The Company also excludes certain other amounts, including IT infrastructure investment, litigation and other matters, gain/(loss) on sales of assets and certain other amounts that are the result of other, non-comparable events to measure operating performance if and when present in the periods presented. These events arise outside of the ordinary course of continuing operations. Given the unique nature of the matters relating to these costs, the Company believes these items are not routine operating expenses. For example, legal settlements and judgments vary significantly, in their nature, size and frequency, and, due to this volatility, the Company believes the costs associated with legal settlements and judgments are not routine operating expenses. The Company has also excluded certain other costs, including settlement costs associated with the conversion of a portion of the Company’s defined benefit plan in Ireland to a defined contribution plan. The Company excluded these costs as this event is outside of the ordinary course of continuing operations and is infrequent in nature. The Company believes that the exclusion of such out-of-the-ordinary-course amounts provides supplemental information to assist in the comparison of the financial results of the Company from period to period and, therefore, provides useful supplemental information to investors. However, investors should understand that many of these costs could recur and that companies in our industry often face litigation. |
Bausch + Lomb Corporation (unaudited)
| Year Ended December 31, | Year Ended December 31, | |||||||
| (in millions) | 2023 | 2022 | ||||||
| Net (loss) income attributable to Bausch + Lomb Corporation | $ | (260) | $ | 6 | ||||
| Interest expense, net | 268 | 140 | ||||||
| Provision for income taxes | 82 | 58 | ||||||
| Depreciation and amortization of intangible assets | 382 | 379 | ||||||
| EBITDA | 472 | 583 | ||||||
| Adjustments: | ||||||||
| Asset impairments | — | 1 | ||||||
| Restructuring, integration and transformation costs | 123 | 36 | ||||||
| Acquisition-related costs and adjustments (excluding amortization of intangible assets) | 50 | (4) | ||||||
| Share-based compensation | 74 | 62 | ||||||
| Separation and Separation-related costs | 10 | 35 | ||||||
| Other non-GAAP adjustments: | ||||||||
| Other | 9 | 7 | ||||||
| Adjusted EBITDA (non-GAAP) | $ | 738 | $ | 720 | ||||
114
Constant Currency (non-GAAP)
Constant currency change or constant currency revenue growth is a change in GAAP revenue (its most directly comparable GAAP financial measure) on a period-over-period basis adjusted for changes in foreign currency exchange rates. The company uses Constant Currency revenue (non-GAAP) and Constant Currency revenue Growth (non-GAAP) to assess performance of its reportable segments, and the company in total, without the impact of foreign currency exchange fluctuations. The company believes that such measures are useful to investors as they provide a supplemental period-to-period comparison. Although changes in foreign currency exchange rates are part of our business, they are not within management’s control. Changes in foreign currency exchange rates, however, can mask positive or negative trends in the underlying business performance. Constant currency impact is determined by comparing 2023 reported amounts adjusted to exclude currency impact, calculated using 2022 monthly average exchange rates, to the actual 2022 reported amounts.
| Calculation of Constant Currency Revenue for the Twelve Months Ended | ||||||||||||||||||||||||||||||||
| December 31, 2023 | December 31, 2022 | Change in Constant | ||||||||||||||||||||||||||||||
| Changes in | Constant Currency |
Change in Revenue as Reported |
Currency Revenue (Non-GAAP)(b) |
|||||||||||||||||||||||||||||
| (in millions) | Revenue as Reported |
Exchange Rates(a) |
Revenue (Non-GAAP)(b) |
Revenue as Reported |
Amount | Pct. | Amount | Pct. | ||||||||||||||||||||||||
| Total revenues | $ 4,146 | $ 68 | $ 4,214 | $ 3,768 | $ 378 | 10% | $ 446 | 12% | ||||||||||||||||||||||||
| (a) | The impact for changes in foreign currency exchange rates is determined as the difference in the current period reported revenues at their current period currency exchange rates and the current period reported revenues revalued using the monthly average currency exchange rates during the comparable prior period. |
| (b) | Constant currency revenue (non-GAAP) for the twelve months ended December 31, 2023 is calculated as revenue as reported adjusted for the impact for changes in exchange rates. Change in constant currency revenue (non-GAAP) is calculated as the difference between constant currency revenue for the current period and revenue as reported for the comparative period. |
Organic Revenue Growth (non-GAAP)
Organic Revenue Growth, a non-GAAP ratio, is defined as a change on a period-over-period basis in revenues on a constant currency basis (if applicable) excluding the impact of recent acquisitions, divestitures and discontinuations (if applicable). Organic revenue growth is a change in GAAP Revenue (its most directly comparable GAAP financial measure) adjusted for certain items, as further described below, of businesses that have been owned for one or more years. Organic revenue growth is impacted by changes in product volumes and price. The price component is made up of two key drivers: (i) changes in product gross selling price and (ii) changes in sales deductions. The Company believes that such measures are useful to investors as they provide a supplemental period-to-period comparison. Organic revenue growth reflects adjustments for: (i) the impact of period-over-period changes in foreign currency exchange rates on revenues and (ii) the revenues associated with acquisitions, divestitures and discontinuations of businesses divested and/ or discontinued. These adjustments are determined as follows:
| + | Foreign currency exchange rates: Although changes in foreign currency exchange rates are part of our business, they are not within management’s control. Changes in foreign currency exchange rates, however, can mask positive or negative trends in the business. The impact of changes in foreign currency exchange rates is determined as the difference in the current period reported revenues at their current period currency exchange rates and the current period reported revenues revalued using the monthly average currency exchange rates during the comparable prior period. |
| + | Acquisitions, divestitures and discontinuations: In order to present period-over-period organic revenue growth on a comparable basis, revenues associated with acquisitions, divestitures and discontinuations are adjusted to include only revenues from those businesses and assets owned during both periods. Accordingly, organic revenue growth excludes from the current period, revenues attributable to each acquisition for twelve months subsequent to the day of acquisition, as there are no revenues from those businesses and assets included in the comparable prior period. Organic revenue growth excludes from the prior period, all revenues attributable to each divestiture and discontinuance during the twelve months prior to the day of divestiture or discontinuance, as there are no revenues from those businesses and assets included in the comparable current period. |
2024 PROXY STATEMENT 115
BAUSCH + LOMB CORPORATION
ATTN: CORPORATE SECRETARY
400 SOMERSET CORPORATE BLVD.
BRIDGEWATER, NJ 08807
USA
| SCAN TO VIEW MATERIALS & VOTE |
VOTE
BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 10:00 a.m. (Eastern Daylight Time) on May 28, 2024. Have your proxy card in hand when you access the website and then follow the instructions. When voting online, you may not appoint a person as proxyholder other than the nominees specified in this proxy card.
During The Meeting - Go to www.virtualshareholdermeeting.com/BLCO2024
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. We recommend that you log into the meeting 15 minutes prior to its start time. You will need to remain connected to the internet at all times during the meeting in order to vote when balloting commences.
VOTE BY TELEPHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your instructions up until 10:00 a.m. (Eastern Daylight Time) on May 28, 2024. Have
your proxy card in hand when you call and then follow the instructions. When voting by telephone, you may not appoint a person
as proxyholder other than the nominees specified in this proxy card.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing,
c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, United States. To be effective, your proxy card must be received by Broadridge
not later than 10:00 a.m. (Eastern Daylight Time) on May 28, 2024.
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |
| V49662-P12656 | KEEP THIS PORTION FOR YOUR RECORDS |
| DETACH AND RETURN THIS PORTION ONLY | |
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | |
BAUSCH + LOMB CORPORATION
| The Board of Directors recommends you vote FOR proposals 1, 2, 3 and 4. | |||||
| 1. | Election of Directors | For | Against | ||
| 1a. | Nathalie Bernier | o | o | ||
| 1b. | Gary Hu | o | o | ||
| 1c. | Brett Icahn | o | o | ||
| 1d. | Sarah B. Kavanagh | o | o | ||
| 1e. | Karen L. Ling | o | o | ||
| 1f. | John A. Paulson | o | o | ||
| 1g. | Russel C. Robertson | o | o | ||
| 1h. | Thomas W. Ross, Sr. | o | o | ||
| 1i. | Brenton L. Saunders | o | o | ||
| 1j. | Andrew C. von Eschenbach | o | o | ||
| If at the Meeting, more than ten individuals are nominated for election, an instruction to vote “Against” a nominee will be treated as an instruction to “Withhold” from voting from that nominee. | |||||
| For | Against | Abstain | |||
| 2. | The approval, in an advisory vote, of the compensation of our Named Executive Officers. | o | o | o | |
| 3. | The approval of an amendment and restatement of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan to increase the number of common shares authorized for issuance thereunder. | o | o | o | |
| For | Withhold | ||||
| 4. | The appointment of PricewaterhouseCoopers LLP to serve as the Company’s auditor until the close of the 2025 Annual Meeting of Shareholders and to authorize the Board to fix the auditor’s remuneration. | o | o | ||
Without limiting the general powers hereby conferred, the undersigned hereby directs the proxyholder to vote or withhold from voting the Common Shares represented by this proxy in the manner set forth above.
THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF THE COMPANY. THE COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED, WHERE THE SHAREHOLDER HAS GIVEN A CHOICE, AS DIRECTED OR, IF NO DIRECTION IS GIVEN, FOR EACH OF 1, 2, 3 AND 4. THE PERSON OR PERSONS APPOINTED UNDER THIS PROXY ARE CONFERRED WITH DISCRETIONARY AUTHORITY WITH RESPECT TO AMENDMENTS OR VARIATIONS OF THOSE MATTERS SPECIFIED IN THIS PROXY AND THE NOTICE OF MEETING AND WITH RESPECT TO ANY OTHER MATTERS WHICH MAY BE PROPERLY BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF WHETHER OR NOT THE AMENDMENT, VARIATION OR OTHER MATTER IS OR IS NOT ROUTINE OR CONTESTED. THIS FORM OF PROXY SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND MANAGEMENT PROXY CIRCULAR AND PROXY STATEMENT.
The undersigned hereby revokes any prior proxies.
| |||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding
the Annual Meeting To Be Held on May 29, 2024:
You have been sent the Notice of Annual Meeting of Shareholders, Management Proxy Circular
and Proxy Statement and Annual Report, which are also available at www.proxyvote.com.
| V49663-P12656 |
BAUSCH + LOMB CORPORATION
INSTRUMENT OF PROXY FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, MAY 29, 2024
The undersigned hereby appoints Brenton L. Saunders and A. Robert D. Bailey, or each of them, or instead of either of the foregoing, ___________________, as proxyholder of the undersigned, with full power of substitution, to attend, vote and act for and on behalf of the undersigned at the Annual Meeting (the virtual “Meeting”) of the Shareholders (the “Shareholders”) of Bausch + Lomb Corporation (the “Company”) to be held virtually via live internet webcast at www.virtualshareholdermeeting.com/BLCO2024 on May 29, 2024 at 10:00 a.m. (Eastern Daylight Time) and at any adjournment or postponement of the virtual Meeting, and on every ballot that may take place in consequence thereof to the same extent and with the same powers as if the undersigned were personally present at the virtual Meeting, with authority to vote at the proxyholder’s discretion except as otherwise specified on the reverse side.
NOTES:
| 1. | A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY, WHO NEED NOT BE A SHAREHOLDER, TO ATTEND AND ACT ON ITS, HIS OR HER BEHALF AT THE MEETING OTHER THAN THE PERSONS DESIGNATED IN THIS FORM OF PROXY. THIS RIGHT MAY BE EXERCISED BY INSERTING SUCH PERSON’S NAME IN THE SPACE PROVIDED ABOVE AND SIGNING AND RETURNING THIS FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED BELOW. YOU SHOULD ENSURE THAT THE PERSON YOU HAVE APPOINTED WILL BE ATTENDING THE VIRTUAL MEETING AND HAS YOUR CONTROL NUMBER AND OTHER INFORMATION REQUIRED IN ORDER TO VOTE THE COMMON SHARES. |
| 2. | This form of proxy must be dated and executed by the Shareholder (using exactly the same name in which the shares are registered) or by his or her attorney authorized in writing or, if the Shareholder is a corporate body, by a duly authorized officer or attorney thereof. A copy of any such authorization should accompany this form of proxy. Persons signing as executors, administrators, trustees, etc. should so indicate. If the Common Shares are registered in the name of more than one owner, then all these registered owners should sign this form of proxy. If this form of proxy is not dated, it will be deemed to bear the date on which it was mailed to the Shareholder by the Company. |
| 3. | In order for this form of proxy to be effective, it must be signed and deposited with Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717, United States, so that it arrives prior to 10:00 a.m. (Eastern Daylight Time) on May 28, 2024, or, in the case of any adjournment of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and applicable Canadian holidays) prior to the rescheduled Meeting. |