DEF 14A of Bausch Health Companies Inc.
Filed Apr 4, 2024 · FY20230001140361-24-017937
NOMINEES FOR ELECTION TO THE BOARD
NOMINEES FOR ELECTION TO THE BOARD We have ten director nominees standing for election at the Meeting, consisting of (i) eight incumbent director nominees, two of which were appointed to the Board pursuant to the Director Appointment and Nomination Agreement described under “Certain Transactions” beginning on page 70 (the “Nomination Agreement”): Brett M. Icahn and Steven D. Miller; and (ii) two new independent and diverse director nominees whom were nominated as part of the Board's ongoing commitment to board refreshment and board diversity: Christian A. Garcia and Frank D. Lee. As previously announced, Russel C. Robertson and Thomas W. Ross, Sr. will be retiring from the Board and will not stand for re-election at the Meeting. 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. The following narratives provide details about each of the director nominees’ background and experience, and summarizes 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, the narrative lists the number of meetings of the Board and any applicable committee each director nominee attended during 2023 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 March 15, 2024; (ii) the aggregate value of such securities based on the $9.20 per share closing price of our Common Shares on March 15, 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 “Statement of Corporate Governance Practices — Directors’ Share Ownership” on page 19. For further detail regarding the share ownership requirement for Mr. Appio, see the discussion in the section titled “Compensation Discussion and Analysis — Other Compensation Governance Practices — Share Ownership Guidelines” on page 52. Unless otherwise instructed, the designated proxyholders intend to vote FOR the election of each 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, unless otherwise specified in the signed proxy card, it is intended that the designated proxyholders will vote in their discretion for a substitute nominee or nominees.
NOMINEES FOR ELECTION TO THE BOARD
| Bausch Health Companies Inc. | 5 | 2024 Proxy Statement |
NOMINEES FOR ELECTION TO THE BOARD
| Thomas J. Appio Age: 62 New Jersey, USA Director Since: 2022 Non-Independent Committees: • Science & Technology Committee | Mr. Appio was appointed to the Board and has been the Chief Executive Officer of the Company since May 2022. He previously served as the Company’s President & Co-Head Bausch + Lomb/International, the Company’s eye-health business, from August 2018 until October 2021, and also served as Executive Vice President, Company Group Chairman, International from August 2016 until July 2018. Prior to its acquisition by Bausch Health in 2013, Mr. Appio served in several positions with Bausch + Lomb Corporation (“Bausch + Lomb” or “B+L”), including as Vice President, North Asia/Japan and as Managing Director, Greater China and Japan. Prior to joining Bausch + Lomb, Mr. Appio served 23 years with Schering-Plough in a wide range of leadership and operations responsibilities. Mr. Appio holds a Bachelor of Science in Accounting from Arizona State University, W.P. Carey School of Business. Stock Ownership: • 420,274 Common Shares — $3,866,521 • 949,082 Restricted Share Units (“RSUs”) (comprised of 949,082 unvested RSUs —$8,731,554) • 852,455 Stock Options (“SOPs”) (comprised of 664,011 vested SOPs — $6,108,901, and 188,444 unvested SOPs— $1,733,685) • Total Equity Value at Risk: $3,866,521 based on the value of the Common Shares beneficially owned by Mr. Appio (but excluding all SOPs and unvested RSUs). Mr. Appio 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 52. 2023 Meeting Attendance:(1) • Board: 8/8 • Science & Technology Committee: 3/3 Qualifications: | | | The Board has determined that Mr. Appio’s extensive management experience and demonstrated leadership with the Company is a valuable contribution to the Board. |
NOMINEES FOR ELECTION TO THE BOARD
| 1 | Mr. Appio was appointed to the Science and Technology Committee on February 28, 2023 and his meeting attendance is based on meetings held after that date. |
NOMINEES FOR ELECTION TO THE BOARD
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NOMINEES FOR ELECTION TO THE BOARD
| Christian A. Garcia Age: 60 Texas, USA New Director Nominee Independent Committees: • Audit & Risk Committee (Chair)(1) | Mr. Garcia is currently a corporate director. He served as Executive Vice President and Chief Financial Officer at BrandSafway, a provider of industrial services solutions to various markets, from October 2020 to May 2023. Prior to joining BrandSafway, Mr. Garcia served as the Executive Vice President and Chief Financial Officer of Weatherford International, a publicly traded oil services company, from January 2020 to August 2020. Prior to joining Weatherford, he served as Executive Vice President and Chief Financial Officer of Visteon Corporation, a publicly traded provider of automotive cockpit electronics, from October 2016 to October 2019. Previously, Mr. Garcia served as acting Chief Financial Officer of Halliburton Company, a publicly traded energy company. At Halliburton, he progressed through a variety of leadership positions including Chief Accounting Officer, Treasurer, and Senior Vice President of Investor Relations. Since May 2023, Mr. Garcia has been a director of Tetra Technologies Inc., a publicly traded energy services and solutions company. He has previously served as a director of Keane Group, Inc., a publicly traded provider of integrated well completions, from May 2017 to October 2019. Mr. Garcia received his Bachelor of Science from the University of the Philippines and his master’s degree in business from Purdue University. Stock Ownership: • 0 Common Shares — $0 • 0 RSUs • 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 annual Board retainer. Subject to his election, Mr. Garcia has until May 14, 2029 to achieve the expected minimum equity ownership under such share ownership guidelines. Qualifications: | | | The Board has determined that Mr. Garcia's extensive experience of complex financial issues, in-depth knowledge of financial and accounting matters, and leadership capabilities in senior finance positions in multiple companies qualify him to serve as a member of the Board and the committee on which he is expected to serve. |
NOMINEES FOR ELECTION TO THE BOARD
| 1 | Subject to the election of Mr. Garcia, the Board expects that Mr. Garcia will serve as the chair of the Audit and Risk Committee. |
NOMINEES FOR ELECTION TO THE BOARD
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NOMINEES FOR ELECTION TO THE BOARD
| Brett M. Icahn Age: 44 Florida, USA Director Since: 2021 Independent Committees: • Nominating & Corporate Governance Committee (Chair) • Finance & Transactions Committee | Mr. Icahn was appointed to the Board on March 17, 2021 pursuant to the Appointment and Nomination Agreement described under “Certain Transactions” beginning on page 70 (the “Nomination Agreement”). Since October 2020, 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. Mr. Icahn has held a variety of investment advisory roles at Icahn Enterprises L.P. since 2002, including as an investment strategy consultant from 2017 to October 2020, and as portfolio manager of the Sargon Portfolio from 2010 to 2017. Mr. Icahn joined the board of directors of Bausch + Lomb Corporation, a publicly traded eye health company, in May 2022, and has served on the board of Icahn Enterprises L.P., a private entity since October 2020. Mr. Icahn was previously a director of Dana Inc., a supplier of automated products and services, from January 2022 to November 2023, Nuance Communications, Inc., a provider of voice and language solutions, from October 2013 to March 2016, and Newell Brands Inc., a publicly traded global marketer of consumer and commercial products, since March 2018 to March 2023. Mr. Icahn also previously served on the boards of American Railcar Industries, Inc., Take-Two Interactive Software Inc., The Hain Celestial Group, Inc. and Voltari Corporation. Mr. Carl C. Icahn, the founder and controlling shareholder of Icahn Enterprises L.P., has or previously had non-controlling interests in Nuance Communications, Inc., Hain Celestial Group, Inc. and Take-Two Interactive Software Inc. Mr. Icahn received a B.A. from Princeton University. Stock Ownership: • 42,776 Common Shares — $393,539 • 65,724 RSUs (comprised of 36,519 vested RSUs — $335,975, and 29,205 unvested RSUs — $268,686) • Total Equity Value at Risk: $729,514 representing 146% of both the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee Directors and 730% of the annual Board retainer. 2023 Meeting Attendance:(1) • Board: 8/8 • Finance & Transactions Committee: 7/7 • Nominating & Corporate Governance Committee: 3/3 Qualifications: | | | 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 and the committees on which he serves. |
NOMINEES FOR ELECTION TO THE BOARD
| 1 | Mr. Icahn was appointed as the chair of the Nominating & Corporate Governance Committee on February 28, 2023 and his meeting attendance is based on meetings held after that date. |
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NOMINEES FOR ELECTION TO THE BOARD
| Sarah B. Kavanagh Age: 67 Ontario, Canada Director Since: 2016 Independent Committees: • Audit & Risk Committee • Finance & Transactions Committee | Ms. Kavanagh has served on the Board since July 2016. She is currently a corporate director. From 2011 through May 2016, Ms. Kavanagh served as a Commissioner of the Ontario Securities Commission, where she also served as chairperson 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. Ms. Kavanagh graduated from Harvard Business School with a Master of Business Administration and received a Bachelor of Arts degree in Economics from Williams College. Ms. Kavanagh joined the board of directors of Bausch + Lomb Corporation, a publicly traded eye health company, in May 2022. Since 2013, Ms. Kavanagh has been a director of Hudbay Minerals Inc., a publicly traded Canadian mining corporation. Ms. Kavanagh previously served as a member of the board of trustees of WPT Industrial REIT, a publicly traded open-ended real estate investment trust, from March 2013 to October 2021. In addition to her public company directorships, she is a director of Cymax Technology Group and serves as a director of Sustainable Development Technology Canada. She completed the Directors Education Program at the Institute of Corporate Directors in 2011. Stock Ownership: • 0 Common Shares — $0 • 146,652 RSUs (comprised of 117,447 vested RSUs — $1,080,512 and 29,205 unvested RSUs — $268,686) • Total Equity Value at Risk: $1,080,512, representing 216% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee Directors and 1,081% of the annual Board retainer. 2023 Meeting Attendance:(1) • Board: 8 /8 • Audit & Risk Committee: 8/8 • Nominating & Corporate Governance Committee: 2/2 • Finance & Transactions Committee: 7/7 Qualifications: | | | The Board has determined that Ms. Kavanagh’s extensive experience with complex financial and capital market issues at various banking institutions, and her in-depth knowledge of financial and operational matters qualify her to serve as a member of the Board and the committees on which she serves. |
NOMINEES FOR ELECTION TO THE BOARD
| 1 | Mrs. Kavanagh resigned from the Nominating & Corporate Governance Committee on February 28, 2023 and her meeting attendance is based on meetings held prior to that date. |
NOMINEES FOR ELECTION TO THE BOARD
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NOMINEES FOR ELECTION TO THE BOARD
| Frank D. Lee Age: 56 Massachusetts, USA New Director Nominee Independent Committees:(1) • Science & Technology Committee • Talent & Compensation Committee | Mr. Lee is the Chief Executive Officer and member of the Board of Pacira BioSciences, Inc., a publicly traded pharmaceutical company targeting non-opioid pain management and regenerative health solutions. Prior to joining Pacira, he served as Chief Executive Officer of Forma Therapeutics Inc., a publicly traded biopharmaceutical company focused on rare hematologic diseases and cancers, from March 2019 until its acquisition by Novo Nordisk in October 2022. During his tenure at Forma, Mr. Lee transformed the organization from an early-stage drug discovery company into one focused on the clinical development of lead assets in rare hematologic disorders and cancer. Prior to Forma, Mr. Lee served as Senior Vice President, Global Product Strategy and Therapeutic Area Head for Immunology, Ophthalmology and Infectious Diseases at Genentech, Inc., a member of the Roche Group. Mr. Lee’s 13-year tenure at Genentech included leadership positions of increasing scope and responsibility focused on delivering transformative medicines to patients and driving the growth of multiple in oncology, immunology and ophthalmology products to blockbuster/multi-blockbuster status. Prior to Genentech, Mr. Lee spent approximately 13 years across Novartis, Janssen and Eli Lilly. He received a Bachelor of Science degree in Chemical Engineering from Vanderbilt University and an MBA from the Wharton Graduate School of Business. Mr. Lee has served as director of Bolt Biotherapeutics, a publicly traded biotechnology company targeting immunotherapies, since November 2021, and an as Advisor to Lightstone Ventures, a venture capital firm focused on medical devices and biopharmaceuticals, since January 2023. Stock Ownership: • 0 Common Shares — $0 • 0 RSUs • 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 annual Board retainer. Subject to his election, Mr. Lee has until May 14, 2029 to achieve the expected minimum equity ownership under such share ownership guidelines. Qualifications: | | | The Board has determined that Mr. Lee’s extensive experience in the pharmaceutical industry is a valuable contribution to the Board. In addition, his global experience and strong track record of product development and commercial success across both small biotech and large pharmaceutical organizations qualify Mr. Lee as a member of the Board and the committees on which he is expected to serve. |
NOMINEES FOR ELECTION TO THE BOARD
| 1 | Subject to the election of Mr. Lee, the Board expects that Mr. Lee will serve on the Science and Technology Committee and Talent and Compensation Committee. |
NOMINEES FOR ELECTION TO THE BOARD
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NOMINEES FOR ELECTION TO THE BOARD
| Steven D. Miller Age: 35 Florida, USA Director Since: 2021 Independent Committees: • Audit & Risk Committee • Finance & Transactions Committee (Chair) | Mr. Miller has served on the Board since March 2021 pursuant to the Nomination Agreement described under “Certain Transactions” beginning on page 70. Since October 2020, Mr. Miller 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. Prior to joining Icahn Capital L.P., Mr. Miller was an analyst in the Distressed and Special Situations investment group in the New York office of BlueMountain Capital Management, LLC from 2013 to 2019. Mr. Miller represented BlueMountain on the Ad Hoc Group of Puerto Rico Electric Power Authority Bondholders from 2014 to 2019, and from 2011 to 2013 he was an analyst in the Distressed Products Group in the New York office of Goldman, Sachs & Co. Mr. Miller received a B.S. summa cum laude from Duke University in 2011. Mr. Miller has served as a director of Conduent Incorporated, a publicly traded business process services company, since February 2021, and Dana Inc., a supplier of automotive products and services, since November 2023. He is expected to join the board of JetBlue Airways Corporation promptly after their 2024 Annual Meeting. Mr. Miller was previously a director of Herc Holdings Inc., a publicly traded equipment rental supplier, from May 2022 to March 2023, and Xerox Holdings Corporation, a publicly traded office equipment company, since May 2021 to September 2023. Stock Ownership: • 102,876(1) Common Shares — $946,459 • 46,641 RSUs (comprised of 17,436 vested RSUs — $160,411, and 29,205 unvested RSUs — $268,686) • Total Equity Value at Risk: $1,106,870 representing 221% of both the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee Directors and 1,107% of the annual Board retainer. 2023 Meeting Attendance: (2) • Board: 8/8 • Audit & Risk Committee: 6/6 • Finance & Transactions Committee: 7/7 Director Qualifications: | | | The Board has determined that Mr. Miller’s experience as a portfolio manager and securities analyst has provided him with experience in investing and finance and complex debt matters, respectively, which qualifies him to serve as a member of the Board and the committees on which he serves. |
NOMINEES FOR ELECTION TO THE BOARD
| 1 | This number also includes 10,000 Common Shares owned indirectly through an individual retirement arrangement. |
NOMINEES FOR ELECTION TO THE BOARD
| 2 | Mr. Miller was appointed to the Audit & Risk Committee on February 28, 2023 and his meeting attendance is based on meetings held after that date. |
NOMINEES FOR ELECTION TO THE BOARD
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NOMINEES FOR ELECTION TO THE BOARD
| Richard C. Mulligan, Ph.D. Age: 69 Massachusetts, USA Director Since: 2022 Independent Committees: • Nominating & Corporate Governance • Science & Technology Committee (Chair) | Dr. Mulligan has served on the Board since May 2022. Dr. Mulligan is currently the Mallinckrodt Professor of Genetics, Emeritus, at Harvard Medical School, after serving as the Mallinckrodt Professor of Genetics and Director of the Harvard Gene Therapy Initiative from 1996 to 2013. Dr. Mulligan also currently serves as Executive Vice Chairman of the Board of Sana Biotechnology, Inc. a public biotechnology company. He previously served as a director of Biogen Inc., a public biotechnology company, from June 2009 to June 2023. Prior to Harvard, Dr. Mulligan was a professor of Molecular Biology at the Massachusetts Institute of Technology, a member of the Whitehead Institute for Biomedical Research and Chief Scientific Officer of Somatix Therapy Corporation, a drug discovery and development company that he founded. Dr. Mulligan was a founding partner of Sarissa Capital Management LP from 2013 to 2016 and from March 2017 to October 2018 served as Portfolio Manager at Icahn Capital LP. He was named a MacArthur Foundation Fellow in 1981. Stock Ownership: • 36,704 Common Shares — $337,677 • 29,205 RSUs (comprised of 0 vested RSUs — $0, and 29,205 unvested RSUs — $268,686) • Total Equity Value at Risk: $337,677 representing 68% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee Directors and 338% of the annual Board retainer. Dr. Mulligan has until May 10, 2027 to achieve the expected minimum equity ownership under such share ownership guidelines. 2023 Meeting Attendance:(1) • Board: 8/8 • Nominating & Corporate Governance Committee: 6/6 • Science & Technology Committee: 4/4 Qualifications: | | | The Board has determined that Dr. Mulligan’s extensive experience in the biotechnology and life sciences industries and international reputation in academia qualifies him to serve as a member of the Board and the committees on which he serves. |
NOMINEES FOR ELECTION TO THE BOARD
| 1 | Dr. Mulligan was appointed to the Nominating & Corporate Governance Committee on February 28, 2023 and meeting attendance is based on meetings held after that date. |
NOMINEES FOR ELECTION TO THE BOARD
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NOMINEES FOR ELECTION TO THE BOARD
| John A. Paulson Age: 68 New York, USA Director Since: 2017(1) Independent Chairperson of the Board | Mr. Paulson currently serves as our Non-Executive Chairperson. He rejoined our Board on June 23, 2022. Mr. Paulson previously served on the Board from June 2017 through May 2022. Mr. Paulson is the President and Portfolio Manager 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 received his undergraduate degree from New York University in 1978 and his Master of Business Administration from Harvard Business School in 1980. Mr. Paulson joined the board of directors of Bausch + Lomb Corporation, a publicly traded eye health company, in May 2022. 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 since April 2020. He also currently serves as a member of the advisory board of Harvard Business School. Mr. Paulson previously served as a director of American International Group Inc., a multinational finance and insurance corporation, from May 2016 to June 2017. Stock Ownership: • 26,439,255 Common Shares(2) — $243,241,146 • 208,309 RSUs (comprised of 179,104 vested RSUs — $1,647,757, and 29,205 unvested RSUs — $268,686) • Total Equity Value at Risk: $244,888,903 representing 48,978% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee Directors and 244,889% of the annual Board retainer. 2023 Meeting Attendance: • Board: 7/8 Qualifications: | | | The Board has determined that the skills and expertise that Mr. Paulson acquired founding and leading Paulson & Co. Inc., including his in-depth knowledge of financial transactions and leadership abilities, qualify him to serve as a member of the Board |
NOMINEES FOR ELECTION TO THE BOARD
| 1 | Mr. Paulson rejoined the Board as our Non-Executive Chairperson on June 23, 2022. Mr. Paulson previously served on the Board from June 2017 through May 2022. |
NOMINEES FOR ELECTION TO THE BOARD
| 2 | This number also includes 220 Common Shares owned indirectly as a Uniform Gift to Minors Act custodian for minor children. See the section titled “Ownership of The Company’s Securities Other – Security Ownership of Certain Beneficial Owners” beginning on page 35 for additional information. |
NOMINEES FOR ELECTION TO THE BOARD
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NOMINEES FOR ELECTION TO THE BOARD
| Robert N. Power Age: 67 Pennsylvania, USA Director Since: 2008 Independent Committees: • Talent & Compensation Committee (Chair) • Nominating & Corporate Governance | Mr. Power has served on the Board since August 2008. He is currently a corporate director. From 2009 to 2011, Mr. Power was a faculty member at The Wharton School of Business, University of Pennsylvania, where he taught multinational marketing. Mr. Power has over 25 years’ experience working in the pharmaceutical and biotechnology industry, which he gained serving in a number of leadership positions with Wyeth from 1985 through 2007, including Director — New Product Development, Managing Director — U.K./Ireland, Vice President — Global Marketing, President — Europe, Middle East, Africa, President — International and Executive Vice President — Global Business Operations. Mr. Power also has completed the Director Professionalism course offered by the National Association of Corporate Directors. Mr. Power has a B.S. in statistics from the State University of New York and an M.S. in biostatistics from the Medical College of Virginia- Virginia Commonwealth University. Stock Ownership: • 6,601 Common Shares — $60,729 • 158,415 RSUs (comprised of 129,210 vested RSUs — $1,888,732, and 29,205 unvested RSUs — $268,686) • Total Equity Value at Risk: $1,249,461, representing 250% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee Directors and 1,249% of the annual Board retainer. 2023 Meeting Attendance:(1) • Board: 8/8 • Audit & Risk Committee: 1/1 • Nominating & Corporate Governance Committee: 5/5 • Talent & Compensation Committee: 4/4 Qualifications: | | | The Board has determined that Mr. Power’s extensive experience in the pharmaceutical industry and international business is a valuable contribution to the Board. In addition, his experience in general management, strategic planning, working with Research and Development organizations, business development, product marketing, merging and streamlining of organizations and his demonstrated leadership in a multi-billion-dollar business qualify Mr. Power as a member of the Board and the committees on which he serves. |
NOMINEES FOR ELECTION TO THE BOARD
| 1 | Mr. Power resigned from the Audit & Risk Committee on February 28, 2023 and his meeting attendance is based on meetings held prior to that date. |
NOMINEES FOR ELECTION TO THE BOARD
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NOMINEES FOR ELECTION TO THE BOARD
| Amy B. Wechsler, M.D. Age: 54 New York, USA Director Since: 2016 Independent Committees: • Talent & Compensation Committee • Science & Technology Committee | Dr. Wechsler has served on the Board since June 2016. She has been a practicing dermatologist in New York City since 2005. Dr. Wechsler is the author of The Mind-Beauty Connection, published by Simon & Schuster in 2008. She is board certified in both dermatology and psychiatry and is also an Adjunct Clinical Professor in Psychiatry at the Weill Cornell Medical College. As an expert on skin health, Dr. Wechsler serves as an advisor for Chanel Skin Care and is also a certified trainer and well-known KOL Speaker, qualified to teach physicians and other medical professionals in the use of various dermatological products. Dr. Wechsler is an active member of several medical professional organizations, including the American Academy of Dermatology, the American Psychiatric Association, the American Academy of Child and Adolescent Psychiatry, the Independent Doctors of New York, The Physicians Scientific Society, and The Skin Cancer Foundation. Dr. Wechsler completed her residency in psychiatry and a fellowship in child and adolescent psychiatry at New York Presbyterian Hospital’s Payne Whitney Clinic, and completed a residency in dermatology at SUNY Downstate Medical Center. Dr. Wechsler is currently pursuing a Master of Business Administration at Columbia Business School. Stock Ownership: • 42,032 Common Shares —$386,694 • 127,874 RSUs (comprised of 98,669 vested RSUs — $907,755 and 29,205 unvested RSUs — $268,686) • Total Equity Value at Risk: $1,294,449, representing 259% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee Directors and 1,294% of the annual Board retainer. 2023 Meeting Attendance: • Board: 8/8 • Talent & Compensation Committee: 4/4 • Science & Technology Committee: 4/4 Qualifications: | | | The Board has determined that Dr. Wechsler’s many years of experience as a board-certified dermatologist and psychiatrist, her strong knowledge of medical products to assist patients with their medical needs and her insight into the medical field and pharmaceutical industry and healthcare related issues qualify her to serve as a member of the Board and the committees on which she serves. |
NOMINEES FOR ELECTION TO THE BOARD
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Our Compensation Philosophy
| • | aligning compensation with company performance and shareholder value creation with equity compensation awards. |
Our Compensation Philosophy
In allocating between short-term and long-term incentive compensation, the Talent and Compensation Committee seeks to establish a balance between rewarding past performance and recognizing potential future contributions. In that respect, the Talent and Compensation Committee designs our annual incentive program to reward executives for the achievement of pre-determined financial metrics and strategic priorities, and it grants equity awards under our long-term incentive program to provide 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, 92% of our CEO’s and 77%, on average, of our other NEOs’ target compensation opportunity was at-risk variable incentive compensation.
What We Do
| • | Holding requirements — Our CEO and NEOs are required to hold 50% of their net shares that vest under our long-term incentive plans until they satisfy our Share Ownership Guidelines. |
What We Do
| • | Capped award payouts — We set maximum award levels under our annual and long-term incentive program, with award payouts capped at 200%. |
What We Do
| • | 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. |
What We Do
| • | Limited severance — Our severance arrangements provide a cash severance payment as follows: for our NEOs, a cash severance payment equal to one and a half times annual base salary and annual target incentive and two times in the event of termination following a change in control; and for our CEO, a cash severance payment of two times annual base salary and annual target incentive. |
What We Do
| • | Independent compensation consultant — The Talent and Compensation Committee has engaged an independent compensation consultant to provide advice on our executive and director compensation matters. |
What We Do
| • | Performance-based equity — We grant performance share units with rigorous rigorous performance goals (Operating Cash Flow and relative total shareholder return), which align the interests of our executives with our shareholders. |
What We Don’t Do
| • | No repricing of underwater options — Repricing of stock options is expressly prohibited by the Amended and Restated 2014 Omnibus Incentive Plan (the “2014 Plan”). |
What We Don’t Do
| • | No excise tax gross-ups — We will not gross-up any excise tax that may be triggered as a result of a change in control severance payment under Section 280G and 4999 of the Internal Revenue Code of 1986 (the “Code”). |
What We Don’t Do
| • | 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. |
What We Don’t Do
| • | No dividend or dividend equivalents on unearned incentive awards. |
What We Don’t Do
| • | No counting Stock Options or Performance Share Unit Awards toward Share Ownership Guidelines – We do not count stock options or Performance Share Unit awards toward Share Ownership Guidelines. Common Shares and unvested time-based RSUs are included in the calculation of share ownership. |
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant In 2023, the Talent and Compensation Committee again engaged the services of Pay Governance as its independent consultant to provide advice on executive and director compensation matters. Pay Governance reported directly to the Talent and Compensation Committee, which instructed Pay Governance to give it objective advice and without influence by management, and to provide such advice for the benefit of the Board and our shareholders. Pay Governance did not provide any other services to in 2023. The Talent and Compensation Committee has evaluated Pay Governance’s independence by considering the requirements adopted by the NYSE and the SEC and has determined that no conflict of interest exists.
Peer Group
Peer Group Each year, the Talent and Compensation Committee reviews its peer group to determine if any changes should be made in order to ensure our peers reflect the businesses in which we compete for talent, and include relevant comparators, such as industry, business focus, and revenue.
Peer Group
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Peer Group
In July 2023, the Talent and Compensation Committee reviewed the recommendation of its independent compensation consultant, Pay Governance, and removed Endo plc due to its bankruptcy proceedings and added two new companies, Catalent and Hologic. The Compensation Committee added two companies to replace Endo to enhance the robustness of the peer group market data and to address the risk of further potential peer group consolidation. When evaluating potential peers, the Talent and Compensation Committee focused on companies in the pharmaceutical, biotechnology, healthcare equipment and healthcare supplies sectors, with particular focus on pharmaceutical and biotechnology companies, and also considered the amount of revenue achieved by the companies in order to include companies of similar size. After the review, the Talent and Compensation Committee approved the following peer companies for 2023:
Peer Group
| Biogen Inc. [BIIB] | Jazz Pharmaceuticals [JAZZ] | | BioMarin [BMRN] | Organon [OGN] | | Catalent [CTLT] | Perrigo [PRGO] | | Elanco [ELAN] | Teva [TEVA] | | Horizon Therapeutics [HZNP] | United Therapeutics [UTHR] | | Hologic [HOLX] | Viatris [VTRS] | | Incyte [INCY] | |
Peer Group
In 2024, the Talent and Compensation Committee will review this peer group to determine if any changes should be made. Because we hire executives largely from within the pharmaceutical, medical device, and healthcare technology industries, 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, the Talent and Compensation Committee also utilizes the Willis Towers Watsons Pharmaceuticals and Health Sciences Survey to supplement this data both in terms of pay levels as well as pay practices. The Talent and Compensation Committee references the median of the market data as a guide when making decisions. Market data is one element that the 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.
Key Components of Our Executive Compensation Program
| Component | Form | Objective | | Base Salary | Fixed - Cash | To attract and retain top performing executives, we provide base salaries that are competitive to the external market and recognize the contributions, experience, skills and responsibilities of our executives. | | Annual Incentives | Variable - Cash | To align executive pay to annual achievement of certain financial targets and strategic priorities, we provide annual incentive bonuses that are paid based on the company’s achievement of objective annual financial performance metrics and strategic priorities. | | Long-Term Incentives | Variable - Equity | To align executive pay with long-term company performance and shareholder value and to retain our executives, we grant equity-based awards that provide an opportunity for additional compensation based on delivering on our long-term performance and shareholder value creation. |
Base Salary
| (1) The Talent and Compensation Committee approved for Mr. Barresi to receive a bi-weekly stipend of $5,000 in addition to his regular base salary while he serves as the Company’s interim CFO. The Talent and Compensation Committee also determined that for 2023, any stipend Mr. Barresi earned in addition to his regular base pay would be included when determining his 2023 target bonus opportunity under the Annual Incentive Plan (“AIP”). |
Annual Incentive Program
Annual Incentive Program Our 2023 Annual Incentive Program (the “2023 AIP”) provided an opportunity for the NEOs, to earn an annual incentive bonus, paid in cash, based on the achievement of certain financial targets and strategic priorities.
2023 Annual Incentive Program Opportunity
2023 Annual Incentive Program Opportunity The NEOs annual incentive target for 2023, as a percentage of base salary, are as follows:
2023 Annual Incentive Program Opportunity
| NEO | Incentive Target | | Thomas J. Appio | 125% | | John S. Barresi | 50% | | Seana Carson | 60% | | Tom G. Vadaketh | 60% |
2023 AIP Design
2023 AIP Design For our senior executives, including our current NEOs, the 2023 AIP is based on our performance against pre-established financial targets and strategic priorities approved by the Talent and Compensation Committee. Performance against financial targets makes up 75% of the total payout, while performance against strategic priorities makes up 25% of the total payout. We utilize Adjusted EBITDA (non-GAAP) and Revenue as the two financial metrics under our AIP because these are key metrics that our investors use to assess our performance. We believe these metrics focus our NEOs on delivering both organic growth, as well as the Company’s bottom line for 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 the 2023 AIP, the performance of all our current NEOs, was measured against Adjusted EBITDA and Revenue performance for 75% of their total payout. Adjusted EBITDA makes up 60% of this financial portion of their payout and Revenue makes up 40% of this financial portion of their payout. Consistent with prior years, strategic priorities comprise the remaining 25% of their payout. For 2023, the threshold, target, and stretch performance and corresponding payouts were as follows, with award payouts capped at 200% of incentive target.
2023 AIP Design
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2023 AIP Design
| | Performance vs. Plan | Payout | | Below Threshold | <90% | 0% | | Threshold | 90% | 50% | | Target | 100% | 100% | | Stretch | 120% | 200% | | Above Stretch | >120% | 200% |
2023 AIP Design
The Talent and Compensation Committee determines whether the financial metrics and strategic priorities have been achieved. In addition, it retains the ability to reduce or eliminate payouts for individual executives, including NEOs, even if financial metrics and strategic priorities are met, as well as to increase payouts based on individual performance. In making these decisions, the Talent and Compensation Committee may consider factors such as the performance of the individual executive against their 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 AIP Financial Objectives
2023 AIP Financial Objectives In the beginning of 2023, the Board approved the Company’s budget for the fiscal year 2023, including Adjusted EBITDA and Revenue targets. The same financial metrics were reviewed and approved by the Talent and Compensation Committee to determine achievement under the 2023 AIP. For our NEOs, 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 and Revenue, as follows:
2023 AIP Financial Objectives
| Financial Metric | Weighting | Threshold(2)(3) | Target(2)(3) | Stretch(2)(3) | Actual(2)(3) | Achieved(2)(3) | Payout(2)(3) | | Adjusted EBITDA (non-GAAP)(1) | 60% | $2,139M | $2,377M | $2,852M | $2,367M | 99.6% | 98.0% | | Revenue | 40% | $4,154M | $4,615M | $5,538M | $4,579M | 99.2% | 96.1% | | | | | | | | | 97.2% |
2023 AIP Financial Objectives
| (1) Adjusted EBITDA is a non-GAAP financial measure and may not be comparable to similar measures used by other companies. Please see Appendix 1 for a reconciliation of our non-GAAP financial measures to GAAP financial measures and related disclosures. |
2023 AIP Financial Objectives
| (2) The Financial targets and the actual results under the 2023 AIP were determined without reference to, and do not reflect in the table above, the financial performance of B+L. |
2023 AIP Financial Objectives
| (3) In determining the 2023 financial targets and actual results under the 2023 AIP, the Talent and Compensation Committee reviewed and approved certain equitable adjustments to the Adjusted EBITDA and Revenue targets and results for certain external factors outside of management’s control. The adjustments were the same for all similarly situated participants, including our NEOs. The Talent and Compensation Committee made the following adjustments for (i) foreign currency exchange, (ii) earlier than expected loss of exclusivity for two products (Tiazac in Canada & Uceris Foam in the US) and (iii) the financial impact of the recall of Emerade adrenaline auto-injectors sold but not manufactured by the Company. |
2023 AIP Financial Objectives
| | Original Target | Adjustments | Adjusted Target | Original Actual | Adjustments | Adjusted Actual | | Adjusted EBITDA | $2,382M | $(5M) | $2,377M | $2,350M | $17M | $2,367M | | Revenue | $4,625M | $(10M) | $4,615M | $4,610M | $(31M) | $4,579M |
2023 AIP Financial Objectives
These adjustments resulted in a 2.0% increase on the combined payout for the 2023 AIP. The Compensation Committee believes that these equitable adjustments are consistent with our compensation philosophy and were appropriate to equitably account for these factors outside management’s control. The above stated actual results for these metrics utilized under 2023 AIP are different than the Adjusted and Revenue measure used by us for other purposes including as described on page 39 or otherwise used in our Annual Report on Form 10-K and our earnings materials as applicable. Excluding B+L, our Net loss was $362 million, our Adjusted EBITDA was $2,356 million and our Revenue was $4,611 million.
2023 AIP Financial Objectives
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2023 AIP Financial Objectives
Based on the foregoing results, the Talent and Compensation Committee certified that the total payout based on the Company’s Adjusted EBITDA and Revenue was 97.2% for all NEOs.
2023 Strategic Priorities
| Strategic Priority | Weighting | Payout | | Create a vision for the organization, providing clarity and direction for leaders and employees on how we will create value, what we will achieve and how we will get there | 20% | 100% | | Cultivate a high-performance, results oriented culture that values diversity, equality and inclusion. Focus on recruiting, engaging, developing, rewarding and retaining our employees | 20% | 150% | | Accelerate growth and drive operational excellence across the enterprise to optimize sales and EBITA | 20% | 95% | | Increase size, breadth, and depth of product pipeline through R&D and strategic Business Development investment activities | 20% | 150% | | Accomplish key milestones required to achieve the full separation of B + L | 20% | 100% | | | Total | 119% |
2023 Annual Incentive Program Payouts
2023 Annual Incentive Program Payouts Based on the achievement of the applicable financial performance metrics and the strategic priorities for 2023, the total payouts approved by the Talent and Compensation Committee for Messrs. Appio and Barresi and Ms. Carson under the 2023 AIP were as follows:
2023 Annual Incentive Program Payouts
| NEO | Incentive Target | Bonus Payout | Bonus Payout as Percentage of Target | | Thomas J. Appio | $1,500,000 | $1,545,000 | 103% | | John S. Barresi | $235,107 | $266,377 | 113% (1) | | Seana Carson | $323,632 | $333,341 | 103% |
2023 Annual Incentive Program Payouts
| (1) In recognition of Mr. Barresi’s expanded role and responsibilities while serving as interim Chief Financial Officer and continuing to serve as the Company’s Controller and Chief Accounting Officer, the Talent and Compensation Committee determined to increase Mr. Barresi’s AIP payout by 10%. |
2023 Annual Incentive Program Payouts
Mr. Vadaketh was not eligible to receive a payout under the 2023 AIP due to his resignation of employment.
Long-Term Incentive Program
Long-Term Incentive Program The Talent and Compensation Committee believes that our executive compensation program should emphasize pay-for-performance and deliver a significant portion of our NEOs’ compensation in the form of long-term equity incentive awards that align our NEOs’ interests with company performance and shareholder value creation. In 2023, we reintroduced performance-based restricted stock units (“PSUs”) to our long-term incentive compensation program by granting our CEO’s annual equity 60% in the form of PSUs and 40% in the form RSUs and for all other NEOs 40% in the form of PSUs, 40% in the form of time-based RSUs and 20% in the form of Stock Options. The PSUs are eligible to be earned based on achievement of an Adjusted Operating Cash Flow metric and a Relative Total Shareholder Return (“rTSR”) modifier performance metric.
Long-Term Incentive Program
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2023 Equity Awards
2023 Equity Awards For 2023, the Talent and Compensation Committee approved the 2023 annual equity awards to our NEOs with the following approximate values.
2023 Equity Awards
| NEO | Approved Value(1) | | Thomas J. Appio | $11,000,000 | | John S. Barresi | $531,250 | | Seana Carson | $2,000,000 | | Tom G. Vadaketh | $3,000,000 |
2023 Equity Awards
| (1) The approved value shown here may differ from the grant date fair value shown in the applicable compensation tables because of the accounting methodology required in those tables. |
2023 PSUs
2023 PSUs PSUs provide senior executives with the right to receive Common Shares at a future date, assuming performance against pre-determined metrics are achieved. For 2023 PSUs were granted subject to the achievement of an Adjusted Operating Cash Flow (non-GAAP) metric and rTSR modifier performance metric. The Talent and Compensation Committee determined that Adjusted Operating Cash Flow aligns with our priorities of creating flexibility to service debt, manage working capital and improve profitability and relative Total Shareholder Return aligns the program with the interest of shareholders. The 2023 PSU measures Adjusted Operating Cash Flow over three years, from 2023 through 2025. The final payout will be calculated based on the average annual achievement of three one-year metrics with a three-year rTSR modifier applied. The following Adjusted Operating Cash Flow metric and corresponding payouts were set for the 2023 PSUs, with award payouts capped at 200%.
2023 PSUs
| Financial Metric | Below Threshold | Threshold | Target | Stretch | | Adjusted Operating Cash Flow(1) | $<585M | $585M | $650M | $715M | | Performance vs. Plan | <90% | 90% | 100% | 110% | | Payout | 0% | 50% | 100% | 200% |
2023 PSUs
| (1) Adjusted Operating Cash Flow is a non-GAAP financial measure and may not be comparable to similar measures used by other companies. |
2023 PSUs
The Company’s rTSR performance period will be measured for the three years from January 1, 2023 through December 31, 2025, and is measured as compared to the companies in the R1000 Pharmaceutical and Biotechnology and the NYSE ARCA Pharmaceutical Index (the “rTSR Peer Group”). Relative TSR is calculated as the stock price appreciation for 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 such dividends or distributions are reinvested in the Common Shares of the Company) during the performance period. For 2023, the rTSR modifier was as follows:
2023 PSUs
| | rTSR | Modifier | | Threshold | <=25th | -25% | | Target | 50th | 100% | | Maximum | >=75th | +25% |
2023 PSUs
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2023 PSUs
For each one percentile increase between 50th and 75th percentile the modifier is increased by 1% and for each one percentile decrease between 50th and 25th percentile the modifier is decreased by 1%. Final award achievement with modifier applied is capped at 200%.
2023 RSUs
2023 RSUs RSUs provide senior executives with the right to receive Common Shares at a future date. The value ultimately received is based on the growth of our Common Share price over time. RSUs vest on each of the first three anniversaries of the grant date, subject to continued employment through such date.
2023 Stock Options
2023 Stock Options Stock Options provide senior executives the opportunity to purchase our 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 our Common Share price over time. Stock Options vest on each of the first three anniversaries of the grant date, subject to continued employment through such date. The Stock Options will remain exercisable until the 10-year anniversary of the grant date.
2024 Long-Term Incentive Program
2024 Long-Term Incentive Program The Talent and Compensation Committee once again decided to grant our CEO’s annual equity compensation awards 60% in the form of PSUs and 40% in the form of RSUs, and generally for other NEOs annual equity compensation awards 50% in the form of PSUs and 50% in the form of RSUs. The Talent and Compensation Committee believes this aligns the shareholder interests and the long-term compensation program for our NEOs. The Talent and Compensation Committee determined to continue measuring PSUs using a balanced approach, measuring performance based on the achievement of an Adjusted Operating Cash Flow metric and a rTSR modifier performance metric.
B+L Separation Bonus Opportunity
B+L Separation Bonus Opportunity In October 2020, the Talent and Compensation Committee approved Mr. Appio’s, and Ms. Carson’s 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 B+L 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. Appio, and $50,000 for Ms. Carson.
Matching Share Program
Matching Share Program Senior Leaders, including our NEOs, are eligible to participate in the Matching Share Program. Under this program, Common Shares purchased on the open market by recipients are matched with one Matching RSU (“MRSU”) issued under the 2014 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 2014 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 a 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. Effective December 7, 2023, the Company suspended the program.
Mr. Appio’s Employment Agreement
Mr. Appio’s Employment Agreement In March 2017, we entered into an employment agreement with Mr. Appio, which was amended in connection with his appointment to CEO effective as of the B+L IPO (the “Appio Agreement”). The initial three-year term of the Appio Agreement commenced on September 1, 2021. The term will continue to automatically renew for successive one-year periods unless either party gives notice of non-renewal. Pursuant to the Appio Agreement, Mr. Appio receives an initial annual base salary of $1,000,000 and a target annual incentive opportunity equal to 120% of his base salary, with a maximum annual incentive opportunity equal to 200% of his annual target incentive. In connection with his promotion to CEO, Mr. Appio received an initial equity grant with an aggregate approved value of $5,000,000, 50% in the form of PSUs and 50% in the form of RSUs. Ongoing equity grants are at the sole discretion of the Talent and Compensation Committee. Mr. Appio’s expatriate assignment from New Jersey to China ended as of December 31, 2021, in connection with his appointment as CEO effective upon the B+L IPO; however, due to the continued COVID related lockdowns in China, the Company continued to maintain Mr. Appio’s residence in China through February 2023. For January and February 2023, the Company paid expenses related
Mr. Appio’s Employment Agreement
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Mr. Appio’s Employment Agreement
to Mr. Appio’s former residence in China and tax preparation services related to Mr. Appio’s expatriate benefits in 2022. These benefits are reported in the “All Other Compensation” column of the Summary Compensation Table on page 55, including reimbursement related to the taxes on imputed income for these expatriate assignment benefits, as described on page 56 in footnote 6(B) to such table. The consequences of Mr. Appio’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 60. Mr. Appio is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for two years following a termination of employment for any reason.
Ms. Carson’s Employment Agreement
Ms. Carson’s Employment Agreement In December 2021, we entered into an employment agreement with Ms. Carson in connection with her appointment as the General Counsel of the Company effective as of the B+L IPO (the “Carson Agreement”). Pursuant to the Carson Agreement, Ms. Carson receives an annual base salary of $665,000 CAD and a target annual incentive opportunity equal to 60% of her base salary, with a maximum annual incentive opportunity equal to 200% of her annual target incentive. In connection with entering into the Carson Agreement, Ms. Carson received a one-time equity grant with an aggregate value of $250,000 in the form of RSUs. Ongoing equity grants are at the sole discretion of the Talent and Compensation Committee. The consequences of Ms. Carson’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 60. Ms. Carson is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during her employment and for one year following termination of employment for any reason.
Mr. Vadaketh’s Employment Agreement
Mr. Vadaketh’s Employment Agreement In October 2021, we entered into an employment agreement with Mr. Vadaketh (the “Vadaketh Agreement”). The Vadaketh Agreement provided for an annual base salary of $600,000 and a target annual incentive opportunity equal to 60% of base salary, with a maximum annual incentive opportunity equal to 200% of his annual target incentive.
Mr. Vadaketh’s Employment Agreement
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Mr. Vadaketh’s Employment Agreement
On September 18, 2023, we announced that Tom G. Vadaketh resigned from his role to pursue another opportunity effective October 13, 2023. Mr. Vadaketh was not entitled to any additional payments or benefits from the Company in connection with his resignation. Mr. Vadaketh is subject to customary restrictive covenants, including non-competition and non-solicitation for one year following his termination of employment.
2023 SUMMARY COMPENSATION TABLE
2023 SUMMARY COMPENSATION TABLE The following table sets forth the annual and long-term compensation awarded to or paid to the NEOs for services rendered to Bausch Health in all capacities during the years ended December 31, 2023, 2022 and 2021.
2023 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Thomas J. Appio Chief Executive Officer | 2023 | 1,169,231 | — | 13,133,812 | — | 1,545,000 | 30,535 | 15,878,578 | | | 2022 | 1,000,000 | — | 4,690,507 | 3,748,138 | 798,000 | 2,934,816 | 13,171,461 | | | 2021 | 854,135 | — | 6,752,818 | 540,009 | 1,202,000 | 839,084 | 10,188,046 | | John S. Barresi Senior Vice President, Controller, Chief Accounting Officer and Interim Chief Financial Officer | 2023 | 465,577 | 50,000 | 500,773 | 106,224 | 266,377 | 14,850 | 1,403,801 | | Seana Carson(7) Executive Vice President and General Counsel | 2023 | 527,624 | — | 1,885,259 | 399,910 | 333,341 | 11,683 | 3,157,817 | | | 2022 | 506,590 | — | 2,667,605 | 824,586 | 202,190 | 11,724 | 4,212,695 | | Tom G. Vadaketh(8) Former Executive Vice President and Chief Financial Officer | 2023 | 514,904 | — | 2,827,878 | 599,872 | — | 25,850 | 3,968,504 | | | 2022 | 600,000 | 500,000 | 5,083,699 | 2,574,803 | 239,472 | 13,725 | 9,011,699 |
2023 SUMMARY COMPENSATION TABLE
| (1) The Talent and Compensation Committee approved for Mr. Barresi to receive a bi-weekly stipend of $5,000 in addition to his regular base salary during the time he is serving as the Company’s interim CFO. |
2023 SUMMARY COMPENSATION TABLE
| (2) Represents a one-time cash retention bonus paid in 2023 in connection with Mr. Barresi’s appointment as interim Chief Financial Officer. If Mr. Barresi voluntarily resigns or is terminated for Cause (as defined in the Second Barresi offer letter) within 12 months of receiving the payment he is required to reimburse the company the full amount on an after-tax basis. |
2023 SUMMARY COMPENSATION TABLE
| (3) This column represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for all stock awards granted in 2023. The grant date fair value shown here may differ from the approved value shown in the CD&A because of the accounting methodology required in this table. The grant date fair value of the PSUs granted to the NEOs 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 (200% of target levels), is $16,589,256 for Mr. Appio, $534,124 for Mr. Barresi, $2,010,816 for Ms. Carson and $3,016,212 for Mr. Vadaketh. Information regarding the assumptions used to value these awards is set forth in “Note 2 – Significant Accounting Policies” and “Note 13 – Share Based Compensation” to the audited consolidated financial statements included in the Company’s 2023 Annual Report on Form 10-K. |
2023 SUMMARY COMPENSATION TABLE
| (4) The amounts reflected in this column for 2023 represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, using Black-Scholes, excluding the effect of estimated forfeitures for all Stock Option awards granted in 2023. Information regarding the assumptions used to value these awards is set forth in “Note 2 – Significant Accounting Policies” and Note 13 – Share Based Compensation to the audited consolidated financial statements included in the Company’s 2023 Annual Report on Form 10-K. |
2023 SUMMARY COMPENSATION TABLE
| (5) This column represents the 2023 AIP payouts for Messrs. Appio and Barresi and Ms. Carson. Mr. Vadaketh was not eligible to receive a 2023 AIP payout. For additional details regarding the 2023 AIP, see the section titled under “Key Components of Our Executive Compensation- Annual Incentive Program” beginning on page 43. |
2023 SUMMARY COMPENSATION TABLE
| (6) For 2023 amounts in this column include: |
2023 SUMMARY COMPENSATION TABLE
| NEO | Retirement Plan Contributions ($)(A) | Expat Program Benefits ($)(B) | Tax Reimbursement ($)(C) | Executive Physical(D) | | Appio | 14,850 | 13,630 | 2,055 | — | | Barresi | 14,850 | — | — | — | | Carson | 11,683 | — | — | — | | Vadaketh | 14,850 | — | — | 11,000 |
2023 SUMMARY COMPENSATION TABLE
| (A) Amounts shown for Ms. Carson represent company contributions under the Canadian Retirement Savings Plan and amounts for all other NEOs represent company contributions to the Retirement Savings Plan. |
2023 SUMMARY COMPENSATION TABLE
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2023 SUMMARY COMPENSATION TABLE
| (B) Mr. Appio was previously on an expatriate assignment from New Jersey to China which ended on December 31, 2021; however, due to the continued COVID related lockdowns in China, the Company continued to maintain Mr. Appio’s residence in China through February 2023. This amount represents the costs associated with maintaining Mr. Appio’s residence in China. The Company no longer maintains a residence for Mr. Appio in China. |
2023 SUMMARY COMPENSATION TABLE
| (C) This amount represents the reimbursement related to the taxes on the imputed income from Mr. Appio’s Expat Program Benefits as provided for pursuant to the Company’s standard policy. |
2023 SUMMARY COMPENSATION TABLE
| (D) This amount represents the value of the executive physical benefit provided to the Company’s executives. |
2023 SUMMARY COMPENSATION TABLE
| (7) Ms. Carson is paid in Canadian Dollars (CAD). For purposes of this table, amounts have been converted from CAD to U.S. Dollars by using the exchange rate of 0.74, which was the rate being used by the Company on December 31, 2023. |
2023 SUMMARY COMPENSATION TABLE
| (8) Mr. Vadaketh resigned from his position effective October 13, 2023 and did not receive any severance or other payments in connection with his resignation. |
2023 SUMMARY COMPENSATION TABLE
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Grants of Plan-Based Awards
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.
Grants of Plan-Based Awards
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options(4) (#) | Exercise or Base Price of Option Awards(5) ($/Sh) | Grant Date Fair Value(6) ($) | | Name | Grant Date | Committee Action Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Thomas J. Appio | | | | | | | | | | | | | | 2023 AIP | 2/9/2023 | 2/9/2023 | 0 | 1,500,000 | 3,000,000 | | | | | | | | | 2023 RSU | 3/2/2023 | 2/9/2023 | | | | | | | 523,155 | | | 4,839,184 | | 2023 PSU | 3/2/2023 | 2/9/2023 | | | | 294,275 | 784,733 | 1,569,466 | | | | 8,294,628 | | John S. Barresi | | | | | | | | | | | | | | 2023 AIP | 2/9/2023 | 2/9/2023 | 0 | 235,107 | 470,214 | | | | | | | | | 2023 RSU | 3/2/2023 | 2/9/2023 | | | | | | | 25,266 | | | 233,711 | | 2023 PSU | 3/2/2023 | 2/9/2023 | | | | 9,475 | 25,266 | 50,532 | | | | 267,062 | | 2023 Stock Options | 3/2/2023 | 2/9/2023 | | | | | | | | 21,812 | 9.25 | 106,224 | | Seana Carson | | | | | | | | | | | | | | 2023 AIP | 2/9/2023 | 2/9/2023 | 0 | 323,632 | 647,264 | | | | | | | | | 2023 RSU | 3/2/2023 | 2/9/2023 | | | | | | | 95,119 | | | 879,851 | | 2023 PSU | 3/2/2023 | 2/9/2023 | | | | 35,670 | 95,119 | 190,238 | | | | 1,005,408 | | 2023 Stock Options | 3/2/2023 | 2/9/2023 | | | | | | | | 82,117 | 9.25 | 399,910 | | Tom G. Vadaketh | | | | | | | | | | | | | | 2023 AIP | 2/9/2023 | 2/9/2023 | 0 | 405,000 | 810,000 | | | | | | | | | 2023 RSU | 3/2/2023 | 2/9/2023 | | | | | | | 142,678 | | | 1,319,772 | | 2023 PSU | 3/2/2023 | 2/9/2023 | | | | 53,504 | 142,678 | 285,356 | | | | 1,508,106 | | 2023 Stock Options | 3/2/2023 | 2/9/2023 | | | | | | | | 123,177 | 9.25 | 599,872 |
Grants of Plan-Based Awards
| (1) The 2023 AIP represents the threshold, target, and maximum awards provided for under the 2023 AIP. Mr. Vadaketh was not eligible for a payout under the 2023 AIP. The actual amount paid for 2023 is included in the Summary Compensation Table on page 55 under the column titled “Non-Equity Incentive Plan Compensation.” |
Grants of Plan-Based Awards
| (2) Amounts shown are the threshold, target and maximum number of units that can be distributed under the 2023 PSUs awarded, based on the extent to which the financial metrics (Adjusted Operating Cash Flow and rTSR) are achieved under these awards as further described in the section titled “2023 PSUs” beginning on page 48. Earned PSUs, if any, can range from 0% to 200% of target. |
Grants of Plan-Based Awards
| (3) This column shows the number of RSUs granted in 2023. The 2023 RSUs vest in three equal installments on the first, second and third anniversaries of the grant date assuming continued employment through the applicable vesting dates. |
Grants of Plan-Based Awards
| (4) This column shows the number of Stock Options granted in 2023. The 2023 Stock Options vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. Each Stock Option will remain exercisable until the ten-year anniversary of the grant date. The aggregate number of Stock Options granted 2023 expressed as a percentage of the total issued and outstanding shares of as of December 31, 2023 (otherwise known as the “burn rate”) was 0.27%. |
Grants of Plan-Based Awards
| (5) The exercise price of the 2023 Stock Options is the closing price of the Common Shares on the grant date. |
Grants of Plan-Based Awards
| (6) The amounts reflected in this column represent the aggregate grant date fair value of the Company 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. |
Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information on outstanding Equity Awards held by the NEOs as of December 31, 2023. The market value of the equity awards, other than for Mr. Appio’s May 5, 2022 B+L Founders’ RSU, is based on the closing market price of our Common Shares on December 29, 2023 which was $8.02. The market value for Mr. Appio’s B+L Founders’ RSU is based on the closing price of B+L’s Common Shares on December 29, 2023 which was $17.06.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Date of Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Thomas J. Appio | 3/1/2017 | 30,174(1) | | 14.38 | 3/1/2027 | | | | | | | 3/7/2018 | 65,923(1) | | 15.32 | 3/7/2028 | | | | | | | 2/27/2019 | 62,004(1) | | 23.16 | 2/27/2029 | | | | | | | 2/26/2020 | 81,873(1) | | 24.77 | 2/26/2030 | | | | | | | 3/3/2021 | 31,434(1) | 15,717(1) | 32.56 | 3/3/2031 | | | | | | | 3/3/2021 | | | | | 4,944(2) | 39,651 | | | | | 3/3/2021 | | | | | 5,932(2) | 47,575 | | | | | 9/1/2021 | | | | | 30,087(2) | 241,298 | | | | | 3/2/2022 | 188,443(1) | 376,887(1) | 24.17 | 3/2/2032 | | | | | | | 3/2/2022 | | | | | 101,794(2) | 816,388 | | | | | 5/5/2022 | | | | | 55,555(3) | 947,768 | | | | | 3/2/2023 | | | | | 523,155(2) | 4,195,703 | | | | | 3/2/2023 | | | | | | | 865,822(4) | 6,943,892 | | John S. Barresi | 6/20/2022 | | | | | 11,266(2) | 90,353 | | | | | 9/5/2022 | | | | | 23,249(2) | 186,457 | | | | | 3/2/2023 | | 21,812(1) | 9.25 | 3/2/2033 | | | | | | | 3/2/2023 | | | | | 25,266(2) | 202,633 | | | | | 3/2/2023 | | | | | | | 27,877(4) | 223,574 | | Seana Carson | 6/9/2016 | 3,996(1) | | 23.92 | 6/9/2026 | | | | | | | 2/27/2019 | 4,246(1) | | 23.16 | 2/27/2029 | | | | | | | 2/26/2020 | 18,115(1) | | 24.77 | 2/26/2030 | | | | | | | 3/3/2021 | 7,573(1) | 3,787(1) | 32.56 | 3/3/2031 | | | | | | | 3/3/2021 | | | | | 953(2) | 7,643 | | | | | 3/3/2021 | | | | | 1,429(2) | 11,461 | | | | | 12/1/2021 | | | | | 3,159(2) | 25,335 | | | | | 3/2/2022 | 41,457(1) | 82,915(1) | 24.17 | 3/2/2032 | | | | | | | 3/2/2022 | | | | | 22,394(2) | 179,600 | | | | | 9/5/2022 | | | | | 191,805(2) | 1,538,276 | | | | | 3/2/2023 | | 82,117(1) | 9.25 | 3/2/2033 | | | | | | | 3/2/2023 | | | | | 95,119(2) | 762,854 | | | | | 3/2/2023 | | | | | | | 104,948(4) | 841,683 | | Tom G. Vadaketh(5) | 2/24/2022 | 75,889(1) | | 23.16 | 2/24/2032 | | | | | | | 3/2/2022 | 54,020(1) | | 24.17 | 3/2/2032 | | | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) Stock Options vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. Each Stock Option will remain exercisable until the ten-year anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
| (2) RSUs vest in three equal installments on the first, second and third anniversaries of the grant date assuming continued employment through the applicable vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (3) This B+L Founders’ RSU will vest 50% on each of the second and third anniversaries of the grant date or, if later, the earlier of the full separation of B+L, or a change in control of B+L, subject to Mr. Appio’s continued employment. |
Outstanding Equity Awards at Fiscal Year-End
| (4) PSUs granted in 2023 are earned and vest based on (i) the average annual achievement of the Adjusted Operating Cash Flow performance goal measured over three individual one-year periods, from 2023 through 2025 and then averaged together, and (ii) an rTSR modifier determined based on the Company’s TSR relative to that of the TSR Peer Group over the cumulative three-year period 2023 through 2025. The amounts included in the table above reflect (a) the actual level of achievement of the Adjusted Operating Cash Flow performance goal for the first measurement period (2023) applicable to these PSUs and (b) assumed target achievement of the Adjusted Operating Cash Flow performance goal and the rTSR modifier goal for the remaining performance periods. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Upon Mr. Vadaketh’s termination on October 13, 2023, all of his unvested Stock Options were cancelled. The amount reported represents the portion of his Stock Options that were vested at the time of his termination. Pursuant to his Stock Option award agreements, any vested Stock Options that were not exercised within three months of Mr. Vadaketh’s termination would expire and cancel on January 13, 2024. The Stock Options reported expired and were cancelled on January 13, 2024. Mr. Vadaketh’s PSU and RSU grants were forfeited in connection with his departure. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table provides information regarding option exercises by the NEOs during 2023, and Common Shares acquired on the vesting of RSUs held by the NEOs during 2023.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Thomas J. Appio | — | — | 130,363 | 1,185,406 | | John S. Barresi | — | — | 17,256 | 138,737 | | Seana Carson | — | — | 122,163 | 1,037,381 | | Tom G. Vadaketh | — | — | 158,837 | 1,299,502 |
Option Exercises and Stock Vested
| (1) The amounts reflected in this column represent the market value of the underlying Common Shares as of the vesting date. |
Option Exercises and Stock Vested
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table sets forth the expected benefits to be received by each of our NEOs in each of the following termination scenarios (except for Mr. Vadaketh, who experienced a termination of employment on October 13, 2023 and was not eligible to receive severance). This table assumes a termination date of December 31, 2023. The value attributed to equity awards is based on the closing market price on December 29, 2023, which was $8.02.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | Termination without Cause or for Good Reason ($) | Termination within 12 months of a Change in Control ($) | Termination due to Death or Disability ($) | Termination due to Retirement ($) | | Thomas J. Appio | | | | | | Cash(1) | 7,150,000 | 7,150,000 | — | — | | RSUs(2) | 832,352 | 5,340,615 | 5,340,615 | 1,144,912 | | PSUs(3) | — | 2,092,105 | 2,308,289 | — | | Stock Options(4) | — | — | — | — | | B+L Founder’s RSU(5) | 523,175 | 947,768 | 947,768 | — | | Other Benefits(1) | 25,412 | 25,412 | — | — | | Total Estimated Incremental Value | 8,530,939 | 15,555,900 | 8,596,672 | 1,144,912 | | John S. Barresi | | | | | | Cash(6) | 1,280,337 | 1,629,520 | — | — | | RSUs(7) | 107,792 | 479,443 | 479,443 | — | | PSUs(8) | — | — | 74,320 | — | | Stock Options(9) | — | — | — | — | | Other Benefits(6) | 37,016 | 37,016 | — | — | | Total Estimated Incremental Value | 1,425,145 | 2,145,979 | 553,763 | — | | Seana Carson | | | | | | Cash(10) | 1,668,159 | 2,099,668 | — | — | | RSUs(2) | 660,617 | 2,525,169 | 2,525,169 | — | | PSUs(3) | — | 253,588 | 279,792 | — | | Stock Options(4) | — | — | — | — | | Other Benefits(10) | 4,078 | 4,078 | — | — | | Total Estimated Incremental Value | 2,332,854 | 4,882,503 | 2,804,961 | — |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (1) If Mr. Appio’s employment is terminated by us without “cause”, or by Mr. Appio for “good reason” (in each case as defined in the Appio Agreement), including within 12 months of a change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), or upon the expiration of his employment term, Mr. Appio will be entitled to receive a cash severance payment equal to the sum of two times the sum of his annual base salary and annual target incentive payable in a lump sum, and a prorated annual incentive for the year of termination equal to the lesser of the annual incentive based on our actual performance and annual target incentive, provided that if such termination occurs in contemplation of a change in control or within twelve months following a change in control then the amount will be based on Mr. Appio’s annual target incentive, and a cash payment equal to the remaining 50% of the B+L separation bonus, as shown above in “Cash” under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control.” Mr. Appio will also be entitled to receive continued health benefits for two years at active employee rates, as shown above in “Other Benefits” under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control.” |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (2) Pursuant to the terms of the equity award agreements governing Mr. Appio and Ms. Carson’s 2021, 2022 and 2023 RSUs, if Mr. Appio’s, or Ms. Carson’s employment is terminated by the Company without “cause” or by the NEO for “good reason” (in each case as defined under the Appio Agreement, and the Carson Agreement, respectively), unvested RSUs will vest pro-rata and, if their employment is terminated due to death or disability, all unvested RSUs will vest. Under these agreements, if they are terminated without cause or resign for good reason within 12 months of a change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), all unvested RSUs will vest. This vesting treatment applies beginning after the first anniversary of the grant date if they experience a termination of employment by the Company without cause or by the NEO for good reason. Therefore, amounts set forth herein reflect RSUs granted in 2021 and 2022; no value is attributable for the 2023 RSUs under “Termination without Cause or for Good Reason.” For Mr. Appio’s and Ms. Carson’s 2021, 2022 and 2023 RSUs, other than the Retention RSUs granted to Ms. Carson on September 5, 2022, if Mr. Appio or Ms. Carson terminates his or her service with us on or after age 55, and age plus years of service total at least 65, all unvested RSUs will vest. No values are shown for RSUs for Ms. Carson under “Termination due to Retirement” because she was not retirement eligible as of December 31, 2023. Further, because vesting upon a retirement requires the employee to be employed through the first anniversary of the grant date, no value is shown for the 2023 RSUs above for “Termination due to Retirement” for Mr. Appio. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (3) Pursuant to the terms of the equity award agreements governing Mr. Appio’s and Ms. Carson’s 2023 PSUs, if Mr. Appio’s or Ms. Carson’s employment is terminated by us without cause, by Mr. Appio or Ms. Carson for good reason, or upon death or disability, they will be entitled to prorated vesting of unvested PSUs at actual performance as shown above under “Termination without Cause or for Good Reason” and “Termination due to Death or Disability.” This vesting treatment applies beginning after the first |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
anniversary of the grant date if they experience a termination of employment without cause or by the NEO for good reason. If their employment is terminated by us without cause, or by Mr. Appio or Ms. Carson for good reason, in each case within 12 months of a change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), unvested PSUs will vest pro-rata based on target performance through the termination date (or, if later, the date of the change in control). In the event the PSUs are not assumed or substituted in connection with the change in control, unvested PSUs will vest pro-rata based on target performance on the date of such change in control. For Mr. Appio’s or Ms. Carson’s 2023 PSUs, beginning after the first anniversary of the grant date, if Mr. Appio or Ms. Carson terminates his or her service with us on or after age 55, and age plus years of service total at least 65, any unvested portion of the PSU will vest pro-rata based on actual results. No values are shown for PSUs for Ms. Carson under “Termination due to Retirement” because she was not retirement eligible as of December 31, 2023. Further, because vesting upon a retirement requires the employee to be employed through the first anniversary of the grant date, no value is shown for the 2023 PSUs above for “Termination due to Retirement” for Mr. Appio.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (4) Pursuant to the terms of the equity award agreements governing Mr. Appio and Ms. Carson’s 2021 and 2022 Stock Options and Ms. Carson’ s 2023 Stock Options, if their employment is terminated by us without cause, or terminated by them for good reason, in either case within 12 months of a change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), or in the case of death or disability, unvested options will vest in full. For Mr. Appio and Ms. Carson’s 2021 and 2022 Stock Options and Ms. Carson’s 2023 Stock Options, beginning after the first anniversary of the grant date, if Mr. Appio or Ms. Carson terminate his or her service with us on or after age 55, and their age plus years of service total at least 65, all unvested options will vest. Ms. Carson was not retirement eligible as of December 31, 2023. As of December 31, 2023 outstanding Stock Options were not currently in-the-money, so no value is shown above. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (5) Pursuant to the terms of the equity award agreements governing Mr. Appio’s B+L Founder RSU, if Mr. Appio’s employment is terminated by us without cause or by him for good reason, any unvested RSUs will vest pro-rata, and if Mr. Appio’s employment is terminated due to death or disability, all unvested B+L Founder RSUs will vest. Under this agreement, if Mr. Appio is terminated without cause or Mr. Appio resigns for good reason within 12 months of a change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), all unvested B+L Founder RSUs will vest. This vesting treatment applies beginning after the first anniversary of the grant date if Mr. Appio is terminated without cause or for good reason. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (6) If Mr. Barresi’s employment is terminated by us without cause, Mr. Barresi will be entitled to receive a cash severance payment equal to the sum of one and a half times annual base salary and annual target incentive payable in a lump sum, a prorated annual incentive for the year of termination equal to the lesser of the annual incentive based on our actual performance and annual target incentive, and continued health benefits at active employee rates for one year, as shown above under “Termination without Cause or for Good Reason.” If such termination occurs in contemplation of our change in control or within 12 months following our change in control, Mr. Barresi will be entitled to receive a cash severance payment equal to two times the sum of annual base salary and annual target incentive payable in a lump sum, a prorated annual target incentive for the year of termination and continued health benefits for one year at active employee rates, as shown above under “Termination within 12 months of a Change in Control.” |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (7) Pursuant to the terms of the equity award agreements governing Mr. Barresi’s 2022 and 2023 RSUs, if Mr. Barresi’s employment is terminated by us without “cause”, his unvested RSUs will vest pro-rata and, if his employment is terminated due to death or disability, all unvested RSUs will vest. Under these agreements, if he is terminated without cause within 12 months of a change in control, all unvested RSUs will vest. This vesting treatment applies beginning after the first anniversary of the grant date in connection with a termination of employment without cause. Therefore, amounts set forth herein reflect RSUs granted in 2022; no value is attributable for the 2023 RSUs under “Termination without Cause or for Good Reason.” For Mr. Barresi’s, 2022 and 2023 RSUs, other than the Retention RSUs granted to Mr. Barresi on September 5, 2022, if Mr. Barresi terminates his service with us on or after age 55, and age plus years of service total at least 65, all unvested RSUs will vest. No values are shown for RSUs for Mr. Barresi under “Termination due to Retirement” because he was not retirement eligible as of December 31, 2023. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (8) Pursuant to the terms of the equity award agreements governing Mr. Barresi’s 2023 PSUs, if Mr. Barresi’s employment is terminated by us without cause, or upon death or disability, he will be entitled to prorated vesting of unvested PSUs at actual performance as shown above under “Termination without Cause or for Good Reason” and “Termination due to Death or Disability.” This vesting treatment applies beginning after the first anniversary of the grant date if Mr. Barresi experience a termination of employment without cause. Therefore, no value is attributable for the 2023 PSUs under “Termination without Cause or for Good Reason.” If his employment is terminated by us without cause within 12 months of a change in control, unvested PSUs will vest pro-rata based on target performance through the termination date (or, if later, the date of the change in control). In the event the PSUs are not assumed or substituted in connection with the change in control, unvested PSUs will vest pro-rata based on target performance on the date of such change in control. Beginning after the first anniversary of the grant date, if Mr. Barresi terminates his service with us on or after age 55, and age plus years of service total at least 65, any unvested portion of the PSUs will vest pro-rata based on actual results. No values are shown for RSUs for Mr. Barresi under “Termination due to Retirement” because he was not retirement eligible as of December 31, 2023. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (9) Pursuant to the terms of the equity award agreements governing Mr. Barresi’s 2022 and 2023 Stock Options, if his employment is terminated by us without cause, within 12 months of a change in control, or in the case of death or disability, unvested options will vest in full. Beginning after the first anniversary of the grant date, if Mr. Barresi terminates his service with us on or after age 55, and his age plus years of service total at least 65, all unvested options will vest. Mr. Barresi was not retirement eligible as of December 31, 2023, so no value is shown above. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (10) If Ms. Carson’s employment is terminated by us without cause, or by Ms. Carson for good reason, Ms. Carson will be entitled to receive a cash severance payment equal to the sum of one and a half times annual base salary and annual target incentive payable in a lump sum, a prorated annual incentive for the year of termination equal to the lesser of the annual incentive based on our actual performance and annual target incentive, a cash payment equal to the remaining B+L Separation Bonus and continued health benefits at active employee rates for one year, as shown above under “Termination without Cause or for Good Reason.” If such termination occurs in contemplation of our change in control or within 12 months following a change in control, Ms. Carson will be entitled to receive a cash severance payment equal to two times the sum of annual base salary and annual target incentive payable in a lump sum, a prorated annual target incentive for the year of termination and continued health benefits for one year at active employee rates, as shown above under “Termination within 12 months of a Change in Control.” With respect to any termination of employment, Ms. Carson remains eligible to (i) receive payments and/or benefits under the Canadian Employment Standards Act 2000 (the “ESA”) or other applicable law and (ii) any payments and/or benefits Ms. Carson receives under the ESA or other applicable law will offset any payments she would receive under the Carson Agreement and, if the payments and/or benefits provided by the ESA or other applicable law are greater than those set forth in the Carson Agreement, then Ms. Carson will not receive any payments under the Carson Agreement or other severance plan or policy. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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2023 Pay Ratio Disclosure
2023 Pay Ratio Disclosure
Pay Ratio
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:
Pay Ratio
| • | the median of the annual total compensation of all our employees (excluding our CEO) was $44,328; |
Pay Ratio
| • | the annual total compensation of our CEO was $15,878,578; and |
Pay Ratio
| • | the ratio of these two amounts was 358 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table sets forth the compensation for our Principal Executive Officers (the “PEOs”) and the average compensation for our other named executive officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2023, 2022, 2021 and 2020. 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) as used for our 2023, 2022, 2021 and 2020 AIP.
PAY VERSUS PERFORMANCE
| | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Thomas J. Appio | | Joseph C. Papa | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) ($) | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(3) ($) | Net Income (in Millions)(4) ($) | Adjusted EBITDA for AIP (in Millions)(5) ($) | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | | | | | | | | 2023 | 15,878,578 | 14,834,961 | — | — | 2,843,374 | 1,029,672 | 27 | 119 | (592) | 2,367 | | 2022 | 13,171,461 | 821,019 | 19,781,761 | (3,950,168) | 5,683,018 | 2,050,535 | 21 | 114 | (225) | 2,236 | | 2021 | — | — | 22,889,137 | 37,122,606 | 5,972,466 | 7,337,740 | 92 | 126 | (948) | 3,501 | | 2020 | — | — | 14,119,361 | (10,609,802) | 4,287,738 | 61,287 | 70 | 126 | (560) | 3,269 |
PAY VERSUS PERFORMANCE
| (1) Compensation for our PEOs reflects the amounts reported in the “Summary Compensation Table” for the respective years. Our PEOs were (i) in 2023 Thomas J. Appio; (ii) in 2022, Thomas J. Appio and Joseph C. Papa and (ii) in 2021 and 2020, Joseph C. Papa. Average compensation for non-PEOs includes the following named executive officers: (i) in 2023, John S. Barresi, Seana Carson and Tom G. Vadaketh, (ii) in 2022, Tom G. Vadaketh, Seana Carson, Robert A. Spurr, Sam A. Eldessouky and Christina Ackermann, (iii) in 2021, Thomas J. Appio, Robert A. Spurr, Sam A. Eldessouky, Christina M. Ackermann, and Paul S. Herendeen and (iv) in 2020, Thomas J. Appio, Paul S. Herendeen, Christina M. Ackermann, and William D. Humphries. |
PAY VERSUS PERFORMANCE
| (2) Compensation “actually paid” for the PEO and average compensation “actually paid” for our other NEOs in 2023 reflects adjustments to the amounts in the “Summary Compensation Table” 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 PEOs and our other NEOs during the applicable year. A significant portion of the compensation “actually paid” to our NEOs is comprised of equity awards whose value is directly tied to the value of our Common Shares. For certain of the years covered by the Pay Versus Performance Table, the compensation “actually paid” to our PEO and our other NEOs was below zero as a result of the decrease in the price of our Common Shares and associated decreases in the fair value of unvested equity awards during the year. For information regarding the decisions made by the Talent and Compensation Committee for the PEO’s and our other NEOs’ compensation for fiscal year 2023, see the Compensation Discussion and Analysis beginning on page 39. Fair values set forth in the table below are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest or forfeit in the covered year, which are valued as of the applicable vesting dates and fair values as of the end of the preceding fiscal year, respectively. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant other than the expected term and the related expected volatilities and risk-free rates that have been adjusted to reflect the passage of time. |
PAY VERSUS PERFORMANCE
| | Thomas J. Appio 2023 ($) | Non-PEOs 2023 ($) | | Summary Compensation Table Total | 15,878,578 | 2,843,374 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | 13,133,812 | 2,106,638 | | Plus Fair Value for Awards Granted in the Covered Year | 12,005,422 | 809,520 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | (35,824) | 120,288 | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | 140,454 | 132,202 | | Less Fair Value of Awards Forfeited during the Covered Year | 19,857 | 769,074 | | 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 | 14,834,961 | 1,029,672 |
PAY VERSUS PERFORMANCE
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PAY VERSUS PERFORMANCE
| (3) TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the Nasdaq Biotechnology Index, which is the same peer group we use for purposes of the Shareholder Return Performance Presentation of the Company’s Annual Reports on Form 10-K for the years ended December 31, 2023. |
PAY VERSUS PERFORMANCE
| (4) Reflects “Net Income” attributable to Bausch Health Companies Inc., as reported in the Consolidated Financial Statements included in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2023, 2022, 2021 and 2020 (including net income attributable to noncontrolling interests). |
PAY VERSUS PERFORMANCE
| (5) Reflects Adjusted EBITDA as used for our AIP in 2023, 2022, 2021 and 2020. Adjusted EBITDA as used for the AIP in 2020 and 2021 was calculated on a consolidated basis, for the AIP in 2022 AIP, Adjusted EBITDA does not include Adjusted EBITDA attributable to B+L or our Solta Medical business, for the 2023 AIP Adjusted EBITDA does not include Adjusted EBITDA attributable to B+L. Adjusted EBITDA is a non-GAAP financial measure that may not be comparable to similar measures used by other companies. Please see Appendix 1 for a reconciliation of our GAAP to non-GAAP financial measures and related disclosures. |
PAY VERSUS PERFORMANCE
The following table sets forth an unranked list of the performance measures that, for 2023, we view as the “most important” measures for linking our NEOs’ compensation “actually paid” to performance. Revenue and Adjusted EBITDA (non-GAAP) were metrics used for our AIP in 2023, 2022, 2021 and 2020. In 2023, we re-introduced PSUs to our Long-Term Incentive Program, which such PSUs will be earned and will vest based on the achievement of an Adjusted Operating Cash Flow performance goal and rTSR performance modifier metrics.
PAY VERSUS PERFORMANCE
| Performance Measure | | Revenue | | Adjusted EBITDA (non-GAAP) | | Adjusted Operating Cash Flow (non-GAAP) | | rTSR (Relative Total Shareholder Return) |
Compensation Actually Paid and Cumulative TSR of the Company and Cumulative TSR of the Peer Group
Compensation Actually Paid and Cumulative TSR of the Company and Cumulative TSR of the Peer Group The graph below 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 the Company’s TSR over the covered fiscal years. The following performance graph also compares the cumulative total return on a $100 investment on December 31, 2019, assuming reinvestment of all dividends, in (i) our Common Shares and (ii) the NASDAQ Biotechnology Index.
Compensation Actually Paid and Cumulative TSR of the Company and Cumulative TSR of the Peer Group
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Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income The graph below reflects a comparison of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs with our net income from continuing operations.
Compensation Actually Paid and Adjusted EBITDA
Compensation Actually Paid and Adjusted EBITDA The graph below shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compare with our Adjusted EBITDA as used for our AIP in 2023, 2022, 2021, and 2020. Adjusted EBITDA as used for our AIP for 2020 and 2021 was on a consolidated basis, for 2022, Adjusted EBITDA did not include B+L or our Solta Medical business and for 2023 did not include B+L. Adjusted EBITDA is a non-GAAP financial measure that may not be comparable to similar measures used by other companies. Please see Appendix 1 for a reconciliation of our GAAP to non-GAAP financial measures and related disclosures.
Compensation Actually Paid and Adjusted EBITDA
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DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($)(3) | | Richard U. De Schutter(4) | — | 374,785 | — | 374,785 | | Brett M. Icahn | 87,500 | 604,222 | — | 691,722 | | Argeris N. Karabelas, Ph.D.(4) | 43,924 | — | — | 43,924 | | Sarah B. Kavanagh | 243,278 | 475,000 | — | 718,278 | | Steven D. Miller | 131,313 | 250,000 | — | 381,313 | | Richard C. Mulligan, Ph.D. | 130,451 | 250,000 | — | 380,451 | | John A. Paulson | — | 812,500 | — | 812,500 | | Robert N. Power | 139,549 | 250,000 | — | 389,549 | | Russel C. Robertson | — | 704,549 | — | 704,549 | | Thomas W. Ross, Sr. | 288,350 | 475,000 | — | 763,350 | | Amy B. Wechsler, M.D. | 100,000 | 277,500 | — | 377,500 |
DIRECTOR COMPENSATION TABLE
| (1) The amounts shown in this column relate to the annual RSU grant made to each non-employee director in 2023, as further described below under the heading “Director Compensation,” and with respect to Mr. De Schutter, Mr. Icahn, Mr. Paulson, Mr. Robertson and Dr. Wechsler, also relate to RSUs granted in lieu of cash for annual Board and/or committee retainers, pursuant to their respective elections. These amounts are based upon the grant date fair value of awards calculated in accordance with FASB ASC Topic 718. Fair value is calculated using the closing price of our Common Shares on the date of grant for purposes of determining the individual grant amounts. |
DIRECTOR COMPENSATION TABLE
| (2) Directors had aggregate outstanding BHC RSUs at 2023 fiscal year-end as follows: Mr. De Schutter, 52,115; Mr. Icahn, 62,602; Dr. Karabelas, 0; Ms. Kavanagh, 146,652; Mr. Miller, 46,641; Dr. Mulligan, 29,205; Mr. Paulson, 202,419; Mr. Power, 158,415; Mr. Robertson, 222,334; Mr. Ross, 150,016; and Dr. Wechsler, 127,227. |
DIRECTOR COMPENSATION TABLE
| (3) Each of Messrs. De Schutter, Icahn, Paulson, Robertson, and Ross, and Ms. Kavanagh also served as non-employee directors of Bausch + Lomb during 2023. Accordingly, the amounts reflected in the table above also reflect the following amounts of compensation these directors received from Bausch + Lomb during 2023 for their service as non-employee directors of the Bausch + Lomb Board: |
DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(A)) | All Other Compensation ($) | Total ($) | | Richard U. De Schutter | — | 332,500 | — | 332,500 | | Brett M. Icahn | 87,500 | 225,000 | — | 312,500 | | Sarah B. Kavanagh | 112,500 | 225,000 | — | 337,500 | | John A. Paulson | — | 312,500 | — | 312,500 | | Russel C. Robertson | — | 327,500 | — | 327,500 | | Thomas W. Ross, Sr. | 171,301 | 225,000 | — | 396,301 |
DIRECTOR COMPENSATION TABLE
| (A) Numbers rounded to the nearest dollar. The amounts in this column reflect the aggregate grant date fair values of the annual equity award granted in the form of RSUs to each of our non-employee directors in 2023 for their service on the B+L Board of Directors under the B+L’s 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 the B+L Common Shares on the date of grant for purposes of determining the individual grant amounts. |
DIRECTOR COMPENSATION TABLE
| (B) Directors had aggregate outstanding B+L RSUs at 2023 fiscal year-end as follows: Mr. De Schutter, 18,889; Mr. Icahn, 12,857; Ms. Kavanagh, 12,857; Mr. Paulson, 17,774; Mr. Robertson, 18,617; and Mr. Ross, 12,857. |
DIRECTOR COMPENSATION TABLE
| (4) Mr. De Schutter and Dr. Karabelas did not stand for re-election at the 2023 Annual Meeting. |
DIRECTOR COMPENSATION TABLE
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Director Compensation
Director Compensation In 2023, our directors’ fees consisted of the following:
Director Compensation
| Annual Cash Compensation | | | Board Retainer | $100,000 | | Additional Fee — Non-Executive Chairperson | $150,000 | | Additional Retainers — Committee Chairpersons | | | Audit and Risk Committee Chairperson | $25,000 | | Talent and Compensation Committee Chairperson | $25,000 | | Nominating and Corporate Governance Committee Chairperson | $20,000 | | Science and Technology Committee Chairperson | $20,000 | | Finance and Transactions Committee Chairperson | $20,000 | | Additional Retainers — Committee Members not serving as Chairpersons | | | Audit and Risk Committee Member | $15,000 | | Talent and Compensation Committee Member | $15,000 | | Nominating and Corporate Governance Committee Member | $12,500 | | Science and Technology Committee Member | $12,500 | | Finance and Transactions Committee Member | $12,500 | | Annual Equity Compensation | | | Annual RSU Grant | $250,000 |
Director Compensation
Our Nominating and Corporate Governance Committee 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. Our 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 Common Shares at the end of such director’s service with the Company. 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 attending in-person meetings. The Company also grants each non-employee director, on the third business day following each Annual Meeting of Shareholders, a number of RSUs with a fair market value equal to $250,000. These annual grants of RSUs vest and are deliverable prior to the next Annual Meeting of Shareholders, unless the director elects to defer issuance until the director’s separation from the Company. Our non-employee directors are also subject to minimum share ownership requirement. For further detail regarding the share ownership requirement for non-employee directors, see the discussion in the section titled “Statement of Corporate Governance Practices — Directors’ Share Ownership” on page 23.
Director Compensation
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