DEF 14A of Bausch & Lomb Corp, Apr 10, 2025

DEF 14A of Bausch & Lomb Corp

Filed Apr 10, 2025 · FY20240001140361-25-013244

Open on EDGAR

  1. Notice of Annual Meeting of Shareholders

    | Compensation Committee Report | | 52 | | 2024 Summary Compensation Table | | 53 | | Grants of Plan-Based Awards | | 54 | | Outstanding Equity Awards at Fiscal Year-End | | 55 | | Option Exercises and Stock Vested | | 57 | | Potential Payments upon Termination or Change in Control | | 58 | | 2024 Pay Ratio Disclosure | | 60 | | Pay Versus Performance | | 61 | | | Appointment of Auditor | 64 | | Other Matters | | 67 | | Certain Related-Party Transactions | | 67 | | Ownership of the Company’s Securities | | 70 | | Cease Trade Orders, Bankruptcies, Penalties or Sanctions | | 72 | | Indebtedness of Directors and Officers | | 72 | | Other Shareholder Proposals and Director Nominations for the 2026 Annual Meeting of Shareholders | | 73 | | Attending the Meeting | | 74 | | Questions About Voting | | 74 | | Annual Report and Additional Information | | 79 | | House Holding of Proxy Materials | | 79 | | Miscellaneous | | 79 | | Appendix A - Bausch + Lomb Corporation Charter of the Board of Directors | | 80 | | Appendix B - Bausch + Lomb Corporation Non-GAAP Information | | 82 |

  2. Election of Directors and

    Election of Directors and

  3. Corporate Governance

    Corporate Governance

  4. Corporate Governance

    | PROPOSAL 1 | | Election of Directors | | Background | | The Board recommends that you vote FOR each director nominee. |

  5. Corporate Governance

    We have ten director nominees standing for election at the Meeting. Under the Canada Business Corporations Act (the “CBCA”), directors are elected annually. Directors elected at the Meeting will hold office until the close of the 2026 Annual Meeting of Shareholders of the Company, their successors are duly elected or appointed, or such director’s earlier resignation or removal. In an uncontested election, each director nominee is elected only if the number of votes cast in their favor represents a majority of the votes cast “for” and “against” them by the shareholders. In the event a director election becomes contested, votes “against” will be treated as votes “withheld”, with directors receiving the most “for” votes becoming elected. Each of the ten director nominees has established his or her eligibility and willingness to serve on the Board. Set forth in the section titled “Director Nominees” beginning on page 7 are the names of the director nominees together with details about their backgrounds and experience. Also indicated is the number of the Company’s securities beneficially owned, controlled or directed, directly or indirectly, as of March 24, 2025, by each of the director nominees, as well as the aggregate value based on the $15.91 per share closing price of B+L Common Shares as reported on the New York Stock Exchange (“NYSE”) on March 24, 2025. For each director nominee, you will find a record of attendance at meetings of the Board and the committees of the Board on which such director nominee served during 2024, if applicable. The Board has determined that nine of the ten director nominees are independent within the meaning of all applicable securities regulatory and stock exchange requirements in Canada and the United States. In addition, in accordance with the applicable stock exchange requirements and Board committee charters, the Board has determined that all members of the Board’s Audit and Risk Committee, Talent and Compensation Committee and Nominating and Corporate Governance Committee are independent directors. Unless otherwise instructed, the designated proxyholders intend to vote FOR the election of the ten director nominees proposed by the Board in this Proxy Statement. If, for any reason, at the time of the Meeting any of these director nominees are unable or unwilling to serve, the Board may choose to fix its size at a smaller number (so long as such number is within the range provided in the Company’s Articles of Incorporation (as amended)) or may appoint an additional director following the Meeting.

  6. Board Composition

    Board Composition Director Nominee Skills and Experience

  7. Board Composition

    | Skills and Experience | | Nathalie Bernier | Gary Hu | Brett Icahn | Sarah B. Kavanagh | Karen L. Ling | John A. Paulson | Russel C. Robertson | Thomas W. Ross, Sr. | Brenton L. Saunders | Andrew C. von Eschenbach, M.D. | | | Accounting/Financial Has significant financial or accounting experience in positions requiring an understanding of financial reporting, internal controls and compliance requirements. | • | • | | • | | | • | | | | | | Business Development/M&A Has significant experience evaluating, implementing or overseeing strategic business development opportunities. | • | • | • | • | • | • | • | | • | | | | CEO/President Has experience as a CEO or President at a company or organization of comparable scale and complexity. | | | | | | • | | • | • | • | | | Clinical Has an advanced scientific or technological degree and related work experience in a scientific or technological field. | | | | | | | | | | • | | | Consumer Has strategic or management experience involving consumer marketing or brand management. | | • | • | | | | | | • | | | | Global Operations Has held a substantial leadership position in an organization that operates globally, particularly in regions in which the company operates. | • | | | | • | • | | | • | • | | | Government/Regulatory Has worked closely with government organizations or has extensive legal, regulatory or public policy experience in highly regulated industries. | • | | | • | | • | • | • | • | • | | | Human Resources/Compensation Has significant experience with human capital management, including setting company culture and attracting, motivating, developing and retaining talent. | | | | | • | | | | • | | | | Pharmaceutical/Healthcare Industry Has held an executive or operational role at a company in the pharmaceutical or healthcare industry. | | | | | • | | | | • | | | | Risk Management Has extensive experience evaluating and managing a company’s significant risks and opportunities, including those relating to environmental, social and governance matters. | • | • | • | • | | • | • | • | • | • |

  8. Board Composition

    | | Nathalie Bernier | Gary Hu | Brett Icahn | Sarah B. Kavanagh | Karen L. Ling | John A. Paulson | Russel C. Robertson | Thomas W. Ross, Sr. | Brenton L. Saunders | Andrew C. von Eschenbach, M.D. | | Board Tenure - Full Years | 3 | 3 | 3 | 3 | 1 | 3 | 3 | 3 | 3 | 3 | | Age (as of March 24, 2025) - Years Old | 61 | 37 | 45 | 68 | 61 | 69 | 77 | 74 | 55 | 83 |

  9. Board Composition

    Director Nominees Each of the ten proposed director nominees is an incumbent director from our 2024 Annual Meeting of Shareholders. Each director elected at the Meeting will hold office until the close of the 2026 Annual Meeting of Shareholders, his or her successor is duly elected or appointed, or such director’s earlier resignation or removal. The following narratives provide details about each of the director nominees’ background and experience, and summarize the specific attributes, competencies and characteristics that led to the determination of the Nominating and Corporate Governance Committee and the Board to nominate such individual as a director for election by the shareholders at the Meeting. In addition, each narrative lists the number of meetings of the Board and any applicable committee each director nominee attended during 2024, if applicable, and any public company directorships, other than with the Company, held by the nominees during the past five years. The narrative also sets out (i) the number of securities of the Company each director nominee beneficially owned, controlled or directed, directly or indirectly, as of March 24, 2025; (ii) the aggregate value of such securities based on the $15.91 per share closing price of B+L Common Shares on March 24, 2025, as reported on the NYSE; and (iii) the progress of each director nominee toward the director share ownership requirement established by the Board. For further detail regarding the share ownership requirement for non-employee directors, see the discussion in the section titled “Non-Employee Director Compensation Program — Directors’ Share Ownership Guidelines” on page 32. For further detail regarding the share ownership requirement for Mr. Saunders, see the discussion in the section titled “Compensation Discussion and Analysis — Other Compensation Governance Practices — Share Ownership Guidelines” on page 51. Messrs. Icahn and Hu were recommended by the Icahn Group (as defined below), a shareholder of ours and our parent company, Bausch Health Companies Inc. (“BHC”), and appointed to the Board on June 21, 2022 in connection with the amendment and restatement of the Director Appointment and Nomination Agreement originally entered into on April 28, 2022, copies of which are included as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”). Messrs. Ross, Paulson and Robertson, Dr. von Eschenbach and Mmes. Kavanagh and Bernier were recommended by our parent company, BHC, and appointed to the Board on April 28, 2022 in connection with the Master Separation Agreement originally entered into by BHC and the Company on March 30, 2022 and amended on April 28, 2022, copies of which are included as exhibits to our Annual Report. Mr. Saunders was recommended by the CEO Search Committee and appointed to the Board on February 15, 2023, effective March 6, 2023, to replace Mr. Joseph Papa who stepped down from his roles as CEO of the Company and member of the Board on March 6, 2023, as previously disclosed in our Current Report on Form 8-K filed with the SEC and on SEDAR+ on February 15, 2023. Ms. Ling was appointed to the Board on February 27, 2024, as previously disclosed in our Current Report on Form 8-K filed with the SEC and on SEDAR+ on February 28, 2024. None of the directors or director nominees is related by blood, marriage or adoption to one another or to any executive officer of the Company.

  10. Board Composition

    | Nathalie Bernier, FCPA Quebec, Canada | | | | INDEPENDENT | Corporate Director | | | | Age: 61 Director since: 2022 2024 Meeting Attendance: Board – 7/8 Audit and Risk Committee – 8/8 Science and Technology Committee – 4/4 | Stock Ownership: 197 B+L Common Shares – $3,134 49,128 restricted share units (34,432 vested – $547,813 and 14,696 unvested - $233,813) Total Equity Value at Risk(1)– $550,947, representing 138% of the Company’s current aggregate amount of $400,000 required under the share ownership guidelines for non-employee directors and 689% of the director’s annual retainer | | Background Ms. Bernier serves as an independent director of the Company having served as a director since April 2022. Ms. Bernier served as Chief Financial Officer and Senior Vice President Strategic and Business Planning at the Public Sector Pension Investment Board, a large Canadian pension investment manager from August 2015 to September 2019. Prior to this role, Ms. Bernier spent nearly 30 years as an Audit and Advisory Partner at Arthur Andersen LLP and at KPMG LLP, where she served as Regional Managing Partner (Quebec) and as a member of KPMG’s Canadian Leadership team. Ms. Bernier is currently a director of RF Capital Group Inc., a publicly traded company, where she is the Chair of the Risk Committee and member of the Audit Committee. Ms. Bernier is also a director of the board of Canada Enterprise Emergency Funding Corporation, a Canadian crown corporation, where she serves as Chair of the Audit Committee. She is also a director of the board of Les Proprieties Docteur Penfield Inc., a private company. Ms. Bernier holds a Bachelor of Commerce degree from McGill University. She is a fellow of the Chartered Professional Accountants in Canada. The Board has determined that Ms. Bernier’s extensive experience as a public company board member and financial and accounting expertise qualify her to serve as a member of the Board. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | + RF Capital Group Inc. | | + None |

  11. Board Composition

    | Gary Hu Florida, USA | | | | INDEPENDENT | Corporate Director | | | | Age: 37 Director since: 2022 2024 Meeting Attendance: Board – 8/8 Audit and Risk Committee – 8/8 Talent and Compensation Committee – 6/6 Science and Technology Committee – 4/4 | Stock Ownership: 26,113 B+L Common Shares – $415,458 14,696 restricted share units (0 vested – $0 and 14,696 unvested - $233,813) Total Equity Value at Risk – $415,458, representing 104% of the Company’s current aggregate amount of $400,000 required under the share ownership guidelines for non-employee directors and 519% of the director’s annual retainer | | Background Mr. Hu serves as an independent director of the Company having served as a director since June 2022. Mr. Hu served as 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, from 2020 to December 2024. Prior to joining Icahn Capital LP, he held investment management roles at Silver Point Capital LP, a credit-focused investment firm, from 2012-2020 and Stockbridge Investors, the public securities affiliate of Berkshire Partners LLC, from 2010-2012. Mr. Hu was previously on the boards of Cloudera Inc., Dana Incorporated, International Flavors & Fragrances Inc., Newell Brands Inc. and Occidental Petroleum Corporation. Mr. Hu graduated from the University of Pennsylvania with a B.S. Econ in Finance and Accounting from The Wharton School and a B.A.S. in Computer Science from the School of Engineering and Applied Science. The Board has determined that Mr. Hu’s experience as a portfolio manager and other investment management roles has provided him with experience in investing and finance and complex credit matters, which qualifies him to serve as a member of the Board. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | + None | | + Cloudera Inc. + Dana Inc. + International Flavors & Fragrances Inc. + Newell Brands Inc + Occidental Petroleum Corporation |

  12. Board Composition

    | (1) The “Total Equity Value at Risk” calculation for each director includes only B+L Common Shares and vested restricted share units held or controlled by the relevant director. It does not include the value of any options (as applicable) or unvested restricted share units. |

  13. Board Composition

    | Brett Icahn Florida, USA | | | | | INDEPENDENT | Portfolio Manager, Icahn Capital LP | | | | | Age: 45 Director since: 2022 2024 Meeting Attendance: Board – 8/8 Nominating and Corporate Governance Committee – 2/2(1) | Stock Ownership: 26,133 B+L Common Shares – $415,458 14,696 restricted share units (0 vested – $0 and 14,696 unvested - $233,813) Total Equity Value at Risk – $415,458, representing 104% of the Company’s current aggregate amount of $400,000 required under the share ownership guidelines for non-employee directors and 519% of the director’s annual retainer | | | Background Mr. Icahn serves as an independent director of the Company having served as a director since June 2022. He has also served on the board of our parent, BHC, since March 2021. He is a member of the board of Icahn Enterprises L.P. and has been a Portfolio Manager for Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, real estate and home fashion, since October 2020. Before that, Mr. Icahn was a consultant for Icahn Enterprises L.P., where he exclusively provided investment advice to Carl C. Icahn with respect to the investment strategy for Icahn Enterprises’ Investment segment and with respect to capital allocation across Icahn Enterprises’ various operating subsidiaries from 2017 to 2020. Mr. Icahn rejoined the board of Dana Incorporated in January 2024. Mr. Icahn was previously a member of the boards of American Railcar Industries, Inc., Cadus Corporation, Newell Brands Inc., Nuance Communications, Inc., Take-Two Interactive Software Inc., The Hain Celestial Group, Inc. and Voltari Corporation. Mr. Icahn received a B.A. from Princeton University. The Board has determined that Mr. Icahn’s experience at the Icahn entities, his service as a director of multiple public company boards and his tenure as a Portfolio Manager provide him with expertise in investing and capital allocation, which qualifies him to serve as a member of the Board. | | | | | Current Public Company Directorships | | Previous Public Company Directorships | | | + Bausch Health Companies Inc. + Dana Incorporated + Icahn Enterprises L.P. | | + American Railcar Industries, Inc. + Cadus Corporation + Dana Incorporated + Hain Celestial Group, Inc. | + Newell Brands Inc. + Nuance Communications, Inc. + Take-Two Interactive Software Inc. + Voltari Corporation |

  14. Board Composition

    | Sarah B. Kavanagh Ontario, Canada | | | | INDEPENDENT | Corporate Director | | | | Age: 68 Director since: 2022 2024 Meeting Attendance: Board – 8/8 Audit and Risk Committee – 8/8 Nominating and Corporate Governance Committee – 4/4 | Stock Ownership: 5,808 B+L Common Shares – $92,405 27,553 restricted share units (12,857 vested – $204,555 and 14,696 unvested - $233,813) Total Equity Value at Risk – $296,960, representing 74% of the Company’s current aggregate amount of $400,000 required under the share ownership guidelines for non-employee directors and 371% of the director’s annual retainer | | Background Ms. Kavanagh serves as an independent director of the Company having served as a director since April 2022. She has also served on the board of our parent, BHC, since July 2016. From 2011 through May 2016, Ms. Kavanagh served as a Commissioner of the Ontario Securities Commission, where she also served as Chair of the audit committee starting in 2014. Between 1999 and 2010, Ms. Kavanagh served in various senior investment banking roles at Scotia Capital Inc. including Vice-Chair and Co-Head of Diversified Industries Group, Head of Equity Capital Markets, and Head of Investment Banking. Prior to Scotia Capital, she held several senior financial positions with operating companies. She started her career as an investment banker with a bulge bracket firm in New York. From 2013 to 2024, Ms. Kavanagh was a director of Hudbay Minerals Inc., a publicly traded Canadian mining corporation. She also previously served as a director of Sustainable Development Technology Canada, AST and AST Trust Company (Canada) (formerly Canadian Stock Transfer Company) and Cymax Technologies Group and as a member of the board of trustees of WPT Industrial REIT, formerly a publicly traded open-ended real estate investment trust. Ms. Kavanagh graduated from Harvard Business School with an MBA and received a Bachelor of Arts degree in Economics from Williams College. The Board has determined that Ms. Kavanagh’s extensive experience of complex financial and capital markets issues at banking institutions and the Ontario Securities Commission, where she demonstrated leadership capability and extensive knowledge of complex financial and public policy issues, qualifies her to serve as a member of the Board. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | + Bausch Health Companies Inc. | | + Hudbay Minerals Inc. + WPT Industrial REIT (formerly publicly traded) |

  15. Board Composition

    | (1) Mr. Icahn resigned from the Nominating and Corporate Governance Committee effective May 29, 2024 and his attendance is based on meetings held up to that date. |

  16. Board Composition

    | Karen L. Ling New York, USA | | | | INDEPENDENT | Corporate Director | | | | Age: 61 Director since: 2024 2024 Meeting Attendance:(1) Board – 5/5 Talent and Compensation Committee – 3/3 | Stock Ownership: 2,642 B+L Common Shares – $42,034 14,696 restricted share units (0 vested – $0 and 14,696 unvested - $233,813) Total Equity Value at Risk – $42,034, representing 11% of the Company’s current aggregate amount of $400,000 required under the share ownership guidelines for non-employee directors and 53% of the director’s annual retainer | | Background Ms. Ling serves as an independent director of the Company having served as a director since February 2024. She has previously served as Executive Vice President and Chief Human Resources Officer at American International Group, Inc., a multinational finance and insurance corporation, from 2019 to 2021 and, prior to that, at Allergan, a pharmaceutical company, from 2014 to 2019. She previously held senior human resources roles at Merck and Wyeth (now Pfizer). Ms. Ling serves as a director and chair of the Compensation and Human Capital Management Committee of iRhythm Technologies, Inc. and as a director and chair of the Compensation Committee of Galderma Group AG. She previously served on the boards of Mallinckrodt Plc and TherapeuticsMD Inc. Additionally, Ms. Ling has worked on the boards of two nonprofits; she is a former member of the board of ExpandEd Schools and a current member of the board of JED Foundation and chair of the Governance and Nominating Committee. She holds a B.A. in Economics from Yale University and a J.D. from the Boston University School of Law. The Board has determined that Ms. Ling’s extensive experience as an executive officer of a large public company and as a board member of a leading health care company qualifies her to serve as a member of the Board. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | + iRhythm Technologies, Inc. + Galderma Group AG | | + TherapeuticsMD Inc. + Mallinckrodt Plc |

  17. Board Composition

    | John A. Paulson New York, USA | | | | INDEPENDENT | President, Paulson Capital Inc. | | | | Age: 69 Director since: 2022 2024 Meeting Attendance: Board – 8/8 Nominating and Corporate Governance Committee – 4/4 | Stock Ownership: 25,357 B+L Common Shares – $403,430 22,383 restricted share units (7,687 vested – $122,300 and 14,696 unvested - $233,813) Total Equity Value at Risk – $525,730, representing 131% of the Company’s current aggregate amount of $400,000 required under the share ownership guidelines for non-employee directors and 657% of the director’s annual retainer | | Background Mr. Paulson serves as an independent director of the Company having served as a director since April 2022. He has also served on the board of our parent, BHC, from June 2017 to May 2022 and rejoined the board of BHC as its Chairman on June 2022. Mr. Paulson is the President and Portfolio Manager and member of the Board of Paulson Capital Inc., an investment management company specializing in global mergers, event arbitrage and credit strategies. Mr. Paulson previously served as President and Portfolio Manager of Paulson & Co. Inc., which he founded in 1994. Prior to forming Paulson & Co. Inc., Mr. Paulson was a Partner of Gruss Partners and a Managing Director in mergers and acquisitions at Bear Stearns. Mr. Paulson has been a director of Acadian Asset Management Inc. (formerly BrightSphere Investment Group plc), a publicly traded asset management holding company, since November 2018, and has served as Chairman of the Board since April 2020. He is the also the Chairman of the Board (and majority owner) of private companies, Steinway Musical Instruments, Inc. and P.F. Chang’s. Mr. Paulson previously served as a director of American International Group Inc., a multinational finance and insurance corporation, from May 2016 to June 2017. Mr. Paulson graduated with a degree in finance from New York University in 1978 and his MBA from Harvard Business School in 1980. The Board has determined that Mr. Paulson’s extensive experience as president and portfolio manager of an SEC-registered investment firm and his understanding of business and financial strategy in challenging environments qualify him to serve as a member of the Board. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | + Acadian Asset Management Inc. + Bausch Health Companies Inc. | | + American International Group Inc. |

  18. Board Composition

    | (1) Ms. Ling joined the Board on February 27, 2024 and the Talent and Compensation Committee on May 29, 2024 and her attendance is based on meetings held as of her appointment. |

  19. Board Composition

    | Russel C. Robertson Ontario, Canada | | | | INDEPENDENT | Corporate Director | | | | Age: 77 Director since: 2022 2024 Meeting Attendance: Board – 8/8 Audit and Risk Committee – 8/8 Talent and Compensation Committee – 6/6 | Stock Ownership: 5,808 B+L Common Shares – $92,405 36,558 restricted share units (21,862 vested – $347,824 and 14,696 unvested - $233,813) Total Equity Value at Risk – $440,229, representing 110% of the Company’s current aggregate amount of $400,000 required under the share ownership guidelines for non-employee directors and 550% of the director’s annual retainer | | Background Mr. Robertson serves as an independent director of the Company having served as a director since April 2022. From 2013 through August 2016, Mr. Robertson served as Executive Vice President and Head, Anti-Money Laundering, at BMO Financial Group (“BMO”), a diversified financial services organization. Prior to that role, he served as Executive Vice President, Business Integration from 2011 to 2013. He joined BMO as interim Chief Financial Officer, BMO Financial Group in 2008 and was appointed Chief Financial Officer, BMO Financial Group in 2009. Before joining BMO, Mr. Robertson spent over 35 years as a Chartered Public Accountant. In this capacity, he held various senior positions with a number of major accounting firms, including Vice Chair, Deloitte & Touche LLP in Toronto, Canada, from 2002 to 2008, and Canadian Managing Partner, Arthur Andersen LLP, from 1994 to 2002. Mr. Robertson previously served on the boards of our parent, BHC, Hydro One Limited, Turquoise Hill Resources Ltd. and Virtus Investment Partners, Inc. Mr. Robertson holds a Bachelor of Arts degree (Honours) from the Ivey School of Business at the University of Western Ontario. The Board has determined that Mr. Robertson’s extensive experience of complex financial matters at Deloitte & Touche LLP and Arthur Andersen LLP, in-depth knowledge of financial and accounting matters, understanding of financial strategy in challenging environments, and leadership capabilities in senior finance positions qualify him to serve as a member of the Board. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | + None | | + Bausch Health Companies Inc. + Hydro One Limited + Turquoise Hill Resources Ltd. (formerly publicly traded) + Virtus Investment Partners, Inc. |

  20. Board Composition

    | Thomas W. Ross, Sr. North Carolina, USA | | | | INDEPENDENT | Lead Independent Director Director, Volcker Alliance and President Emeritus, University of North Carolina | | | | Age: 74 Director since: 2022 2024 Meeting Attendance: Board – 8/8 Nominating and Corporate Governance Committee – 4/4 Talent and Compensation Committee – 6/6 | Stock Ownership: 12,500 B+L Common Shares – $198,875 27,553 restricted share units (12,857 vested – $204,555 and 14,696 unvested - $233,813) Total Equity Value at Risk – $403,430, representing 101% of the Company’s current aggregate amount of $400,000 required under the share ownership guidelines for non-employee directors and 504% of the director’s annual retainer | | Background Mr. Ross has served as Lead Independent Director of the Board of the Company since March 6, 2023. Before that, he was the Chairman of the Board from July 19, 2022 to March 6, 2023 and Lead Independent Director of the Board from May 2022 to July 18, 2022, having served as a director since April 2022. Mr. Ross was on the board of our parent, BHC, from March 2016 to June 2022 and is on the board of Volcker Alliance, where he was President from July 2016 until December 31, 2021. Mr. Ross is currently President Emeritus of the University of North Carolina (“UNC”), following his tenure as President from January 2011 to January 2016. Mr. Ross was named the Sanford Distinguished Fellow in Public Policy at the Duke University Sanford School of Public Policy in 2016. Prior to becoming President of the UNC system, Mr. Ross served as President of Davidson College, Executive Director of the Z. Smith Reynolds Foundation, director of the North Carolina Administrative Office of the Courts, a Superior Court judge, chief of staff to U.S. Congressman Robin Britt, a member of the Greensboro, NC law firm Smith, Patterson, Follin, Curtis, James & Harkavy, and as an Assistant Professor of Public Law and Government at UNC Chapel Hill’s School of Government. Mr. Ross holds a B.A. in Political Science from Davidson College and a J.D. from the University of North Carolina School of Law. The Board has determined that Mr. Ross’s demonstrated leadership in senior management positions, extensive experience with corporate governance responsibilities and complex knowledge of legal, compliance and operational issues qualify him to serve as a member of the Board. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | + None | | + Bausch Health Companies Inc. |

  21. Board Composition

    | Brenton L. Saunders Florida, USA | | | | | NOT INDEPENDENT | Chairman of the Board and Chief Executive Officer, Bausch + Lomb Corporation | | | | | Age: 55 Director since: 2023 2024 Meeting Attendance: Board – 8/8 | Stock Ownership: 183,958 B+L Common Shares – $2,926,772 513,198 restricted share units (0 vested – $0 and 513,198 unvested - $8,164,980) 1,918,933 performance share units 2,488,644 options Total Equity Value at Risk – $2,926,772 based on the value of the B+L Common Shares and vested restricted shares beneficially owned by him, but excluding all options, performance share units and unvested restricted share units Mr. Saunders is subject to share ownership guidelines under the terms of his employment agreement with the Company, as further described in the section titled “Compensation Discussion and Analysis — Other Compensation Governance Practices — Share Ownership Guidelines” on page 51 | | | Background Mr. Saunders has served as our Chairman of the Board and Chief Executive Officer since March 2023. He also currently serves on the board of ARS Pharmaceuticals, Inc. and as chairman of the board of Beauty Health Company (f/k/a Vesper Healthcare Acquisition Corp.) He was Co-Founder and Chairman of Vesper Healthcare Acquisition Corp., a specialty purpose acquisition company from July 2020 to May 2021. He was Chairman, President and Chief Executive Officer of Allergan and served in the role of President and Chief Executive Officer from July 2014 to May 2020 and Chairman from October 2016 to May 2020, having previously served as Chief Executive Officer and President, and as director, of Forest Laboratories, Inc., prior to its acquisition by Allergan. Prior to that, he served as Chief Executive Officer of Bausch & Lomb Incorporated, serving in this capacity from March 2010 until August 2013. Mr. Saunders also held a number of leadership positions at Schering-Plough, including the position of President of Global Consumer Health Care and was named Head of Integration for the company’s merger with Merck & Co. and for Schering-Plough’s acquisition of Organon BioSciences. Before joining Schering-Plough, Mr. Saunders was a partner and Head of Compliance Business Advisory at PricewaterhouseCoopers LLP. Prior to that, he was Chief Risk Officer at Coventry Health Care and Senior Vice President, Compliance, Legal and Regulatory at Home Care Corporation of America. Mr. Saunders began his career as Chief Compliance Officer for the Thomas Jefferson University Health System. In addition to his current public company director positions, he serves as a member of the board of private companies including Arena AI, Rapalogix Health, Inc., Cambrian Bio and Roam HQ Inc., where he also serves as the chairman of the board, and as a board advisor for Nextech Systems, LLC. He has also served as a member of the Executive Board of Trustees at Mount Sinai Medical Center since 2022. Mr. Saunders previously served on the boards of BridgeBio Pharma, Inc., Cisco Systems, Inc., Glo Pharma, Hugel (a semi-public company on the Korean exchange), Ocuterra Therapeutics and Osmind. The Board has determined that Mr. Saunders’ extensive experience in various aspects of health care and his leadership roles at several prominent global pharmaceutical and healthcare companies qualify him to serve as a member of the Board. | | | | | Current Public Company Directorships | | Previous Public Company Directorships | | | + ARS Pharmaceuticals, Inc. + Beauty Health Company | | + Allergan plc + BridgeBio Pharma, Inc. | + Cisco Systems, Inc. + Hugel (a semipublic company on the Korean exchange) |

  22. Board Composition

    | Andrew C. von Eschenbach, M.D. Texas, USA | | | | | INDEPENDENT | President, Samaritan Health Initiatives, Inc. | | | | | Age: 83 Director since: 2022 2024 Meeting Attendance: Board – 8/8 Nominating and Corporate Governance Committee – 4/4 Science and Technology Committee – 4/4 | Stock Ownership: 12,500 B+L Common Shares – $198,875 27,553 restricted share units (12,857 vested – $204,555 and 14,696 unvested - $233,813) Total Equity Value at Risk – $403,430, representing 101% of the Company’s current aggregate amount of $400,000 required under the share ownership guidelines for non-employee directors and 504% of the director’s annual retainer | | | Background Dr. von Eschenbach serves as an independent director of the Company having served as a director since April 2022. Dr. von Eschenbach has been the President of Samaritan Health Initiatives, Inc., a health care policy consultancy, and an Adjunct Professor at the University of Texas MD Anderson Cancer Center, since 2010. He has served in advisory roles at Roivant Sciences Ltd, a pharmaceutical preparations company, since February 2023, a Senior Advisor of Orcosa, a clinical-stage life sciences company, since July 2022, the Milken Institute from 2011 to present and the Bipartisan Policy Center from 2019 to present. He served in the Davos Alzheimer’s collaborative group from December 2021 to December 2022. From 2005 to 2009, Dr. von Eschenbach served as Commissioner of the U.S. Food and Drug Administration (the “FDA”). He was appointed Commissioner of the FDA after serving for four years as Director of the National Cancer Institute at the National Institutes of Health. As a researcher, clinician and administrator, Dr. von Eschenbach served for twenty-six years at the University of Texas MD Anderson Cancer Center as Chairman of Urology, Director of the Prostate Cancer Research Program and Executive Vice President and Chief Academic Officer. He serves as a director of TriSalus Life Sciences, a publicly traded company engaged in medical equipment manufacture. Dr. von Eschenbach is also a member of the board of the Angiogenesis Foundation, a non-profit organization supporting vascular research, and of the Regan Udall Foundation of the FDA, a non-profit organization formed to advance regulatory science and is a member of the Advisory Board of Arbital Health and the Wake Forrest Institute of Regenerative Medicine. Dr. von Eschenbach previously served as a director on the boards of Radius Health Inc., Celularity, Inc., Bausch Health Companies Inc. and the Prostate Cancer Foundation. He earned a B.S. from St. Joseph’s University and a medical degree from the Georgetown University School of Medicine in Washington, D.C. He completed his residency in surgery and urology at Pennsylvania Hospital and the University of Pennsylvania, respectively, and his urologic oncology fellowship at the University of Texas MD Anderson Cancer Center. The Board has determined that Dr. von Eschenbach’s extensive leadership experience in the public sector and at prominent medical systems in the United States and his understanding of operations and healthcare strategy in challenging environments qualify him to serve as a member of the Board. | | | | | Current Public Company Directorships | | Previous Public Company Directorships | | | + TriSalus Life Sciences, Inc. | | + Bausch Health Companies Inc. + Celularity, Inc. | + Radius Health, Inc. |

  23. Board Composition

    Director Nomination Process The Board is responsible for nominating director candidates for election to the Board, and for appointing directors to the Board to fill any vacancies that may occur 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 Corporate Governance Guidelines, as described below; and (iv) in evaluating incumbent directors for re-nomination, the performance of such directors. The Company does not have a director retirement policy or set term limits for independent directors, because the Board does not believe either is necessary to provide for adequate Board refreshment. The Nominating and Corporate Governance Committee actively considers this fact in recommending to the Board director candidates for nomination for election by shareholders. Our current Board is comprised of directors who have served on our Board, including, as applicable, the board of BHC, the parent company of Bausch + Lomb, from less than one year to more than fifteen years. Composition of our Board At Bausch + Lomb, we seek to maintain a Board comprised of talented and dedicated individuals whose skills and backgrounds reflect the diverse nature of the business environment in which we operate. The Board and the Nominating and Corporate Governance Committee are committed to a merit-based system for Board composition and they consider a wide range of attributes, competencies, characteristics, experiences and backgrounds, including the knowledge, experience, skills, expertise and diverse perspectives that the Board considers to be necessary for the Board, as a whole, to possess, together with the attributes, competencies, characteristics and backgrounds of the Board’s current directors, as well as considerations under our Corporate Governance Guidelines when reviewing the Board composition in the director nomination and re-nomination process. Any search firm engaged to assist in identifying candidates for appointment to the Board will be directed to consider the desire of the Company to have its Board reflect a wide range of attributes, competencies, characteristics and backgrounds. Submitting Director Recommendations to the Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee will also consider director recommendations submitted by the Company’s shareholders. Shareholders who wish to have the Nominating and Corporate Governance Committee consider their recommendations should submit their recommendation in writing to the Nominating and Corporate Governance Committee, attention: Chair, Nominating and Corporate Governance Committee, Bausch + Lomb Corporation, 520 Applewood Crescent, Vaughan, Ontario, Canada L4K 4B4. Director recommendations made by shareholders in such manner will undergo the same evaluation by the Nominating and Corporate Governance Committee and the Board as all other director nominees. For more detailed information on this evaluation process, please refer to the charter of the Nominating and Corporate Governance Committee, which is available on the Company’s website at www.bausch.com (under the tab “Investors” and under the subtab “Corporate Governance—Governance Documents”). For additional information regarding our director standards, please refer to our Corporate Governance Guidelines, which are available on the Company’s website at www.bausch.com (under the tab “Investors” and under the subtab “Corporate Governance—Governance Documents”). In order for a director candidate nominated by a shareholder to be included as a nominee in the management proxy circular and proxy statement for an Annual Meeting of Shareholders of Bausch + Lomb, such shareholder’s nomination must satisfy the criteria and procedures prescribed under the CBCA and in Bausch + Lomb’s by-laws. For additional information regarding the deadlines and procedures for submitting such nominations to Bausch + Lomb, please see the discussion on page 73 under “Other Shareholder Proposals and Director Nominations for the 2026 Annual Meeting of Shareholders.” Director Independence The Board believes that, in order to be effective, our Board must be able to operate independently of management. As described in our Corporate Governance Guidelines, available on our website at www.bausch.com (under the tab “Investors” and under the subtab “Corporate Governance—Governance Documents”), a sufficient number of directors must satisfy the applicable tests of independence, such that the Board complies with all independence requirements under corporate and securities laws and stock exchange requirements applicable to the Company. The Corporate Governance Guidelines further provide that the Nominating and Corporate Governance Committee, as well as the Board, reviews the relationships that each director has with the Company in order to satisfy itself that these independence criteria have been met. On an annual basis, as part of our disclosure procedures, all directors complete a questionnaire pertaining to, among other things, share ownership, family and business relationships, and director independence standards. The Board must then disclose in the Company’s annual management proxy circular and proxy statement the identity of each of the independent directors and the basis for the Board’s determination for each of the directors who are not independent. The Board is currently comprised of ten members. The Board has determined that nine of our ten current directors (or 90%) are “independent directors” within the meaning of applicable regulatory and stock exchange requirements in Canada and the United States, as none of them have a material relationship with the Company that could be reasonably expected to interfere with their exercise of independent judgment. The nine independent directors currently on the Board are:

  24. Board Composition

    | Mr. Ross (Lead Independent Director) | Mr. Icahn | Mr. Paulson | | Ms. Bernier | Ms. Kavanagh | Mr. Robertson | | Mr. Hu | Ms. Ling | Dr. von Eschenbach |

  25. Board Composition

    None of our current directors has entered into employment, service or similar contracts with us, with the exception of Mr. Saunders. Because Mr. Saunders is the Chief Executive Officer of the Company, the Board has determined that Mr. Saunders is not an independent director and will not be eligible to serve on the Audit and Risk Committee, the Talent and Compensation Committee, or the Nominating and Corporate Governance Committee.

  26. 2024 B+L Director Compensation Table

    2024 B+L Director Compensation Table The table below shows the total compensation paid to each non-employee director who served on our Board during 2024.

  27. 2024 B+L Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2)(3) | All Other Compensation | Total ($) | | Nathalie Bernier | 100,000 | 239,986 | — | 339,986 | | Richard U. De Schutter(4)(6) | 17,377 | 26,867 | — | 44,244 | | Gary Hu | 110,000 | 239,986 | — | 349,986 | | Brett Icahn(5) | 83,087 | 239,986 | — | 323,073 | | Sarah B. Kavanagh(5)(7) | 112,500 | 239,986 | — | 352,486 | | Karen L. Ling | 79,260 | 282,046 | — | 361,306 | | John A. Paulson(4)(5) | 43,750 | 283,720 | — | 327,470 | | Russel C. Robertson(4)(5)(8) | 51,250 | 291,220 | — | 342,470 | | Thomas W. Ross, Sr.(5) | 145,000(7) | 239,986 | — | 384,986 | | Andrew C. von Eschenbach, M.D. | 102,500 | 239,986 | — | 342,486 |

  28. 2024 B+L Director Compensation Table

    | (1) Numbers rounded to the nearest dollar. |

  29. 2024 B+L Director Compensation Table

    | (2) The amounts in this column reflect the aggregate grant date fair values of the annual equity awards granted in the form of RSUs to each of our non-employee directors in 2024 for their service on our Board under our Omnibus Plan, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Fair value is calculated using the closing price of B+L Common Shares on the date of grant for purposes of determining the individual grant amounts. The actual value, if any, realized by our non-employee directors for these awards is a function of the value of the shares if and when they vest. For additional information on how we account for equity-based compensation, see Note 13 to our consolidated financial statements in our Annual Report. In 2024, we granted each of our non-employee directors serving on our Board an annual equity award of 14,696 RSUs, which will vest on the date immediately preceding the date of the Annual Meeting of Shareholders. Ms. Bernier, Ms. Kavanagh, Mr. Paulson, Mr. Robertson, Mr. Ross and Dr. von Eschenbach each elected to defer the settlement of such annual equity award; accordingly, the B+L Common Shares underlying the RSUs awarded to them in 2024 that vest will not be settled until their “separation from service.” |

  30. 2024 B+L Director Compensation Table

    | (3) As of December 31, 2024, each of our non-employee directors held 14,696 outstanding and unvested RSUs. In addition, as of December 31, 2024, the following non-employee directors held outstanding and vested RSUs (that were either (i) granted pursuant to an election by the non-employee director to receive their annual cash retainer in the form of vested RSUs or (ii) an annual equity retainer grant that previously vested pursuant to its terms and for which the director elected to defer settlement), in each case the settlement of which is deferred until the applicable non-employee director’s “separation from service”: Ms. Bernier, 34,432 RSUs; Ms. Kavanagh, 12,857 RSUs, Mr. Paulson, 7,687 RSUs; Mr. Robertson, 21,862 RSUs; Mr. Ross, 12,857 RSUs; and Dr. von Eschenbach, 12,857 RSUs. |

  31. 2024 B+L Director Compensation Table

    | (4) Each of Messrs. De Schutter, Paulson and Robertson received 100% of their Board and committee retainers for each of the first and second quarter of 2024 in the form of RSUs in lieu of cash pursuant to an election made by such director, the settlement of which is deferred until their “separation from service”. The number of RSUs was determined by dividing the aggregate value of the portion of the director’s annual cash retainer covered by such election by the closing price of B+L Common Shares on the date of grant. Each of Messrs. Paulson and Robertson received cash payments in lieu of deferred RSU awards for the third and fourth quarters of 2024. |

  32. 2024 B+L Director Compensation Table

    | (5) Each of Messrs. Icahn, Paulson, Robertson and Ross and Ms. Kavanagh also served as non-employee directors of BHC during 2024 and received the following compensation from BHC in their capacity as such: |

  33. 2024 B+L Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(a) | All Other Compensation | Total ($) | | Brett Icahn | — | 382,500 | — | 382,500 | | Sarah B. Kavanagh | 127,500 | 250,000 | — | 377,500 | | John A. Paulson | — | 500,000 | — | 500,000 | | Russel C. Robertson | — | 46,181 | — | 46,181 | | Thomas W. Ross, Sr. | 42,486 | — | — | 42,486 |

  34. 2024 B+L Director Compensation Table

    | (a) The amounts in this column reflect the aggregate grant date fair values of the annual equity awards granted by BHC in the form of BHC RSUs to each of these non-employee directors in 2024 for their service on the BHC Board of Directors, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. As of December 31, 2024, the non-employee directors held the following outstanding BHC RSUs: |

  35. 2024 B+L Director Compensation Table

    | Name | Outstanding BHC RSUs | | Brett Icahn | 84,799 | | Sarah B. Kavanagh | 182,012 | | John A. Paulson | 268,049 | | Russel C. Robertson | 222,334 | | Thomas W. Ross, Sr. | 150,016 |

  36. 2024 B+L Director Compensation Table

    | (6) Mr. De Schutter did not stand for reelection to the Board at our 2024 Annual Meeting of Shareholders and, accordingly, ceased serving on the Board, effective as of May 29, 2024, which constituted a “separation from service” for purposes of his deferred RSUs described above. |

  37. 2024 B+L Director Compensation Table

    | (7) Ms. Kavanagh’s fees earned were paid, on a quarterly basis, in Canadian Dollars (CAN). For purposes of this table, amounts have been converted from CAN to U.S. Dollars (USD) by using the following exchange rates, which were applicable on the following quarterly payment dates: (i) 1.3525, which was in effect on March 21, 2024; (ii) 1.3698, which was in effect on June 20, 2024; (iii) 1.3563, which was in effect on September 19, 2024; and (iv) 1.4167, which was in effect on December 10, 2024. |

  38. 2024 B+L Director Compensation Table

    | (8) For Q3 2024 and Q4 2024, Mr. Robertson’s fees earned were paid, on a quarterly basis, in Canadian Dollars (CAN). For purposes of this table, amounts have been converted from CAN to U.S. Dollars (USD) by using the following exchange rates, which were applicable on the following quarterly payment dates: (i) 1.3563, which was in effect on September 19, 2024 and (ii) 1.4167, which was in effect on December 10, 2024. |

  39. Executive Summary

    | + | Invest in innovation to drive strong, sustainable, long-term growth. |

  40. Executive Summary

    Based on our performance against the pre-established 2024 financial targets, the bonus funding under our 2024 Annual Incentive Program was 107%, reflecting above target performance on Revenue and Adjusted EBITDA. For additional details regarding our 2024 Annual Incentive Program, see page 41. At our 2024 Annual Meeting of Shareholders, approximately 95% of shareholders voted in favor of our executive compensation program. These “say-on-pay” results demonstrate strong support for our overall executive compensation program and philosophy. Our Compensation Philosophy and 2024 Compensation Program Our compensation philosophy is to attract, retain, and motivate talented executives, including our NEOs, who are committed to researching, ideating, and engineering innovative eye health solutions with integrity, persistence, and excellence to achieve our mission of helping people see better to live better. Underpinning this philosophy is our compensation program, which is designed to focus executives on our long-term business performance, while providing compensation opportunities that are competitive as compared to our peers and align the interests of our executives with those of our shareholders. A significant portion of total compensation is linked to satisfying our financial targets. In determining the appropriate mix of base salary and incentive pay (including annual cash incentives and long-term equity) for our NEOs, our Talent and Compensation Committee seeks to balance: In allocating between short-term and long-term compensation, our Talent and Compensation Committee has established an annual incentive program that rewards executives for the achievement of pre-determined financial metrics and individual strategic priorities, and grants equity awards under our long-term incentive program that provides an opportunity for additional compensation based on delivering on our long-term performance and shareholder value creation. The compensation opportunity provided to our NEOs is primarily performance-based. In 2024, 93% of our CEO’s and 86%, on average, of our other NEOs’ compensation opportunity was at-risk variable incentive compensation. Compensation Practices We maintain the following shareholder-friendly compensation practices, which further align the interests of our executives with those of our shareholders and balance appropriate risk taking.

  41. Compensation Process

    | | Role of Management | | Our CEO + makes recommendations to our Talent and Compensation Committee for base salary, annual incentive awards and equity grants for each NEO (other than the CEO, whose compensation is determined solely by our Talent and Compensation Committee or recommended to the Board for approval); and + with the Chief Human Resources Officer, provides recommendations to the Talent and Compensation Committee on other elements of our compensation program for senior executives, including, for example, the design and metrics under our annual and long-term incentive programs. Our CEO and Chief Human Resources Officer also lead a process each year to establish individual strategic priorities for the senior executive team (including the NEOs) that tie to the achievement of the Company’s priorities for the fiscal year. | |

  42. Compensation Process

    | | Role of the Independent Compensation Consultant | | Our Talent and Compensation Committee engaged the services of Pay Governance as its independent compensation consultant to provide advice on executive compensation matters. Pay Governance: + reported directly to our Talent and Compensation Committee, which instructed the compensation consultants to give it objective advice and without influence by management, and to provide such advice for the benefit of the Board and our shareholders; + did not provide any other services to the Company or its management; and + was evaluated by the Talent and Compensation Committee in terms of its independence by considering the requirements adopted by the NYSE and the SEC. The Talent and Compensation Committee regularly reviews, no less than annually, the independence of our compensation consultant in light of SEC and NYSE requirements. At this time, the Talent and Compensation Committee has determined that no conflict of interest exists for our compensation consultant. | |

  43. Compensation Process

    Peer Group In connection with the B+L IPO in 2022, our Talent and Compensation Committee established a peer group that reflects relevant business and talent competitors for Bausch + Lomb. Specifically, we focused on identifying companies in the health care equipment and health care supplies sectors, as well as companies in the life sciences, pharmaceutical, and consumer product sectors, with revenues of approximately 0.4 times to 2.5 times our scope. In 2023, the Talent and Compensation Committee added Organon & Co. to the peer group that was initially established at IPO. In 2024, the Talent and Compensation Committee conducted its annual review of the peer group and considered the recommendation of Pay Governance, its independent compensation consultant. The Talent and Compensation Committee decided to replace Zoetis with Viatris in order to ensure the peer companies continue to reflect a robust group that includes a sufficient representation of companies in the eye care industry; no other peers were added or removed as a result of this review. Based on these criteria, the following is the list of peers selected for 2024:

  44. Compensation Process

    We use data from this peer group to benchmark pay levels, as well as pay practices. In addition to proxy data for the above companies, our Talent and Compensation Committee also utilizes Willis Towers Watson’s Pharmaceuticals and Health Sciences Survey to supplement this data both in terms of pay levels and pay practices. Our Talent and Compensation Committee references the median of the market data for total compensation opportunity as a guide when making decisions. Market data is one element that our Talent and Compensation Committee uses to make pay decisions. Multiple factors are considered in determining total compensation opportunity, including our compensation philosophy, the executive’s role and responsibility, the executive’s past performance, internal equity, and expected contributions and experience in the role.

  45. Components of Executive Compensation

    | + | annual cash incentives; |

  46. Components of Executive Compensation

    | + | long-term equity incentives; |

  47. Components of Executive Compensation

    For 2025, our Talent and Compensation Committee approved annual increases to Dr. Hashad and Mr. Stewart’s salaries; no other NEOs received a salary increase. Consistent with our approach in 2024, these increases were determined based on a review of competitive market data, consideration of relative levels of pay internally, and individual performance of the executive. The following increases have been approved for 2025: Dr. Hashad’s salary will be $730,000 and Mr. Stewart’s salary will be $630,000. Annual Incentive Program Our 2024 annual incentive program (the “2024 AIP”) provided an opportunity for our senior executives, including our NEOs, to earn an annual incentive bonus, paid in cash, based on the achievement of certain financial targets and individual strategic priorities. 2024 AIP Opportunity The current NEOs’ annual incentive targets, as a percentage of base salary, are set forth in the table below. The annual incentive targets set forth in the table below were not changed in 2024.

  48. Components of Executive Compensation

    | NEO | Annual Incentive Target | | Brenton L. Saunders | 150% | | Sam A. Eldessouky | 80% | | A. Robert D. Bailey | 80% | | Dr. Yehia Hashad | 80% | | Andrew J. Stewart | 80% |

  49. Components of Executive Compensation

    For 2025, annual incentive targets for our NEOs have not changed from the percentages listed above, except for Mr. Saunders’ annual incentive target which, pursuant to his employment agreement, will be 200% for 2025 and beyond. 2024 AIP Design In order to continue to reinforce our high-performance culture and drive accelerated growth, we incorporated an individual performance component into the 2024 AIP for NEOs, as previously described in our 2024 proxy statement. This change was made to ensure a continued focus on our pay for performance philosophy, holding each NEO individually accountable for the strategic priorities that will deliver the most impact on the Company in the near-term and over time. For our senior executives, including our NEOs, the 2024 AIP is calculated based on performance against pre-established financial targets approved by the Board and performance against pre-established individual strategic priorities in order to determine each NEO’s final payout. Unless threshold performance based on Company performance against these pre-established financial targets is achieved, no payout can be awarded regardless of each NEO’s performance against their individual strategic priorities.

  50. Components of Executive Compensation

    | Bonus Target (Target Bonus % X December 31st Salary) | | Funding Based on B+L Financial Targets (0% to 200%) | | Range Based on Individual Performance (0% to 150%) | | Total Payout of Target Bonus (0% up to a cap of 250%) |

  51. Components of Executive Compensation

    | (2) In determining the achievement of the 2024 Financial Targets and final funding for purposes of the 2024 AIP, our Talent and Compensation Committee reviewed and approved certain modifications to the previously reported results for FY 2024 Adjusted EBITDA excluding Acquired IPR&D (non-GAAP) and FY 2024 Revenues metrics for purposes of the 2024 AIP relating to certain external factors outside of management’s control (e.g., foreign exchange). As a result, there was an adjustment of $13 million to the Adjusted EBITDA excluding Acquired IPR&D (non-GAAP) metric under the 2024 AIP and an adjustment of $34 million to the Revenues metric under the 2024 AIP. Accordingly, the above stated actual results for these metrics utilized under our 2024 AIP are different than the Adjusted EBITDA excluding Acquired IPR&D (non-GAAP) and Revenues measures used by us for other purposes, including as described on page 37 or otherwise used in our Annual Report and our earnings materials, as applicable. For 2024, our Net Loss Attributable to Bausch + Lomb was ($317) million, our Adjusted EBITDA excluding Acquired IPR&D (non-GAAP) was $878 million and our Revenues were $4.791 billion, in each case which resulted in an increase to the total funding to our NEOs under the 2024 AIP. |

  52. Components of Executive Compensation

    | Individual Strategic Priority | Results Achieved | | Successfully launch Miebo® and relaunch Xiidra® | + Exceeded all internal and external benchmarks for Miebo® launch and relaunched Xiidra® with revamped marketing and direct-to-consumer efforts, setting new records for prescription levels | | Develop Geographic Expansion Plans | + Developed playbook, establishing priorities across the enterprise, identifying must win markets, and resource modeling | | Launch Glimpse OMNI Channel Sales Platform in the U.S. | + Successfully launched platform, which exceeded expectations in yielding new prescriptions |

  53. Components of Executive Compensation

    | NEO | 2024 Incentive Target | 2024 Bonus Funding (%) | | 2024 Bonus Funding ($) | Individual Multiplier | | Final Bonus Payout | Bonus Payout as % of Target (1) | | Brenton L. Saunders | $2,400,000X | 107% | = | $2,568,000X | 130% | = | $3,338,400 | 139% | | Sam A. Eldessouky | $620,000X | 107% | = | $663,400X | 125% | = | $829,250 | 134% | | A. Robert D. Bailey | $612,000X | 107% | = | $654,840X | 105% | = | $687,582 | 112% | | Dr. Yehia Hashad | $560,000X | 107% | = | $599,200X | 105% | = | $629,160 | 112% | | Andrew J. Stewart | $492,000X | 107% | = | $526,440X | 105% | = | $552,762 | 112% |

  54. Components of Executive Compensation

    | (1) Bonus Payout as % of Target is shown at the nearest whole percent. |

  55. Components of Executive Compensation

    Our Talent and Compensation Committee did not make any further adjustments to the payouts as calculated above based on performance against these pre-established financial targets and individual strategic priorities. Long-Term Incentive Program The Talent and Compensation Committee approved a long-term incentive program for 2024, and awards were granted using a balanced portfolio of PSUs, RSUs, and Stock Options (the “2024 LTI Program”). For the annual PSUs granted in 2024, the Talent and Compensation Committee utilized a balanced approach, measuring performance using one external metric (relative total shareholder return (“rTSR”) versus the S&P 500 Health Care Index) and one internal metric (organic revenue growth (non-GAAP)*, as described in more detail below). 2024 Long-Term Incentive Awards For 2024, all NEOs received an award under the 2024 LTI Program, which was granted 60% in PSUs for Mr. Saunders and 50% in PSUs for all other NEOs, 20% in RSUs for Mr. Saunders and 25% in RSUs for all other NEOs, and 20% in Stock Options for Mr. Saunders and 25% in Stock Options for all other NEOs, with the following approximate aggregate values.

  56. Components of Executive Compensation

    | (1) We note that the amounts included in the table above reflect the aggregate values of the annual RSUs, PSUs and Stock Options approved by the Talent and Compensation Committee for the above listed NEOs for 2024. These approved values reflected above may differ from the grant date fair value of these awards as reflected in the Summary Compensation Table that follows this CD&A, because of the accounting methodology used to report the PSUs in the Summary Compensation Table, as required by SEC rules. |

  57. Components of Executive Compensation

    For 2024, Mr. Bailey and Mr. Stewart were entitled to receive the annual equity grants included in the chart above, pursuant to their employment agreements. For 2025, all NEOs are eligible to receive equity grants on an annual basis with an annual target grant date value determined in the sole discretion of the Talent and Compensation Committee, which will be approximately $14,000,000 for Mr. Saunders, $3,300,000 for Mr. Eldessouky, $2,250,000 for Mr. Bailey, $1,400,000 for Dr. Hashad and $1,300,000 for Mr. Stewart. Performance Share Units (“PSUs”) PSUs provide senior executives with the right to receive B+L Common Shares at a future date, assuming performance against pre-determined metrics is achieved, specifically organic revenue growth (non-GAAP)(1) and rTSR. The value ultimately received is based on the performance against these metrics as well as the growth of B+L Common Share price over time. The number of PSUs that may be earned is capped at 200%. PSUs will cliff vest on the third anniversary of the grant date, assuming achievement of minimum performance criteria and continued employment through the applicable vesting date.

  58. Components of Executive Compensation

    For 2024, 50% of the PSU award was based on organic revenue growth (non-GAAP) measured over three years, from January 1, 2024 through December 31, 2026. Strong organic revenue growth is critical in driving shareholder value and is therefore used in both the 2024 AIP and as a PSU metric. Organic revenue growth (non-GAAP) is measured each year, and the number of PSUs ultimately delivered in 2026 is dependent on performance each year. The PSUs are averaged over the performance periods, reflecting the outcome of each annual assessment. The remaining 50% of the PSU award is based on rTSR measured cumulatively over three years, from 2024 through 2026, as compared to companies in the S&P 500 Health Care Index. TSR is calculated based on the 20 days preceding the beginning of the performance period as compared to the 20 days preceding the end of the performance period, plus dividends and distributions made or declared (assuming they are reinvested in B+L Common Shares) during the performance period. Goals are established each year by the Talent and Compensation Committee. The following organic revenue growth goals applied to the first performance measurement year of the 2024 PSU grant and the second performance measurement year of the 2023 PSU grant:

  59. Components of Executive Compensation

    | Performance | 2024 Growth | Payout | | Threshold | 4.5% | 50% | | Target | 6% | 100% | | Stretch | 7% | 200% |

  60. Components of Executive Compensation

    | Performance | Percentile | Payout | | Below Threshold | Below 30th | 0% | | Threshold | 30th | 50% | | Target | 50th | 100% | | Stretch | 80th or Above | 200% |

  61. Components of Executive Compensation

    Please see the Equity Award Amendments section on page 47 for additional details regarding how PSUs with relative total shareholder return metrics will be treated in case BHC's spin-off distribution of Bausch + Lomb Common Shares does not occur by certain dates. Restricted Share Units (“RSUs”) RSUs provide senior executives with the right to receive B+L Common Shares at a future date. The value ultimately received is based on the growth of the B+L Common Share price over time. The RSUs will vest 33% on each of the first, second and third anniversaries of the grant date, assuming continued employment through the applicable vesting date. Stock Options Stock Options provide senior executives the opportunity to purchase B+L Common Shares at a price equal to the market price at the time of the grant. The value ultimately received is based on the growth of the B+L Common Share price over time. Stock Options vest ratably on the first three anniversaries of the grant date, and remain exercisable until the ten-year anniversary of the grant date. Outperformance Plan As previously disclosed in our 2024 proxy statement, in early 2024 the Talent and Compensation Committee established an Outperformance Plan Performance Share Unit (PSU) award program for a limited number of key senior leaders, including each of our current NEOs (Mr. Saunders, Mr. Eldessouky, Mr. Bailey, Dr. Hashad and Mr. Stewart). This PSU award was designed to reward the NEOs for achieving significant outperformance of stretch performance goals that, if achieved, would ultimately deliver substantial value to our shareholders. The target grant date value of the awards for each of the NEOs is $1,500,000. These PSUs may be earned between 0% and 300% based on the level of achievement of: (i) a revenue metric (measured for fiscal year 2026) and (ii) rTSR metric measured over the three-year period ending December 31, 2026.

  62. Components of Executive Compensation

    | Relative TSR | Modifier | | Below the 40th percentile | 50% | | At or above the 40th percentile but below the 60th percentile | 70% | | At or above the 60th percentile but below the 75th percentile | 100% | | At or above the 75th percentile but below the 90th percentile | 130% | | At or above the 90th percentile | 150% |

  63. Components of Executive Compensation

    In the event that the Company’s absolute TSR during such period is negative, then the maximum payout of the PSU award will be capped at 50%. Any PSUs that are earned will vest on February 28, 2027, subject generally to the executive’s continued employment through such date, except in limited circumstances as set forth in the applicable award agreement. Please see the Equity Award Amendments section below for additional details regarding how PSUs with relative total shareholder return metrics will be treated in case BHC's spin-off distribution of Bausch + Lomb Common Shares does not occur by certain dates. Equity Award Amendments As previously disclosed on Form 10-Q of the Company for the quarter ended June 30, 2024, on July 31, 2024, the Talent and Compensation Committee approved two equity award amendments. Given the current BHC ownership structure, these changes were approved to provide recipients of these awards with clarification regarding how the IPO Founder Grant and PSUs with relative total shareholder return (“rTSR”) metrics will ultimately be treated in case BHC’s spin-off distribution of Bausch + Lomb Common Shares (the “Distribution Date”) does not occur by certain dates, as described below. The Talent and Compensation Committee believes that by approving these clarifying amendments, these awards, which were intended to reward executives for their contributions to the Company’s performance over time, can continue to deliver this intended value timely, regardless of when the Distribution Date occurs, which is driven by a number of factors outside of our NEOs’ control. Equity awards originally granted to certain employees (including Mr. Eldessouky and Dr. Hashad) in connection with our initial public offering in May 2022 originally included vesting conditions requiring the Distribution Date to occur before such IPO Founder Grants would vest and become exercisable. Given the Distribution Date has not yet occurred, and time-based vesting conditions have begun to be satisfied, these IPO Founder Grants have not been able to vest and become exercisable as originally scheduled. Therefore, the Talent and Compensation Committee approved, with respect to IPO Founder Grants held by current employees of Bausch + Lomb or one of its subsidiaries, that in the event that the Distribution Date does not occur on or before May 5, 2026 (four years from the original grant date), the existing vesting condition requiring the Distribution Date to occur before such IPO Founder Grants can vest and become exercisable will cease to apply to such awards (and as a result, the awards will thereafter only be subject to time-based vesting conditions). The Talent and Compensation Committee also approved amendments to the performance goals applicable to the following B+L PSU awards granted to certain of our eligible current employees (including our NEOs): (i) the 2023 annual relative total shareholder return (“rTSR”) PSUs (the “2023 rTSR Annual PSUs”), (ii) the 2024 annual rTSR PSUs (the “2024 rTSR Annual PSUs”) and (iii) the “outperformance” PSUs granted in 2024 (the “Outperformance PSUs,” and, together with the 2023 rTSR Annual PSUs and 2024 rTSR Annual PSUs, the “Covered PSUs”). Pursuant to these amendments, with respect to the Covered PSUs held by current employees of B+L and its subsidiaries, (i) if the Distribution Date does not occur prior to the date that is 120 calendar days before the first day of the applicable “TSR Measurement Start Date” (i.e., the 20 consecutive trading day period preceding the last day of the rTSR performance period applicable to the Covered PSUs) applicable to such Covered PSUs (such applicable date, the “Performance Assessment Cut-off Date”), then (A) in the case of the 2023 rTSR Annual PSUs and the 2024 rTSR Annual PSUs, the applicable rTSR performance metric shall be deemed achieved at the target performance level (100%) and (B) in the case of the Outperformance PSUs granted in 2024, the applicable relative total shareholder return modifier performance metric will no longer apply; and (ii) if the Distribution Date occurs prior to the Performance Assessment Cut-off Date, then the relative total shareholder return performance metric applicable to such Covered PSUs shall be measured in accordance with the existing terms of the applicable Covered PSU agreements. The achievement of the TSR performance goals for any PSUs granted will be calculated in a manner that does not take into account the issuance of any B+L Common Shares pursuant to any equitable adjustments applicable to BHC equity awards in connection with the Distribution. Equity Grant Practices We have the following practices regarding equity compensation grants:

  64. Components of Executive Compensation

    | + | It is the Talent and Compensation Committee’s policy to approve ordinary course annual equity awards on the day of the Talent and Compensation Committee’s regularly scheduled meeting held in February of each year, which is scheduled approximately a year in advance, with the grant date of such awards to be effective five (5) business days after the release of annual earnings for such year. At the Talent and Compensation Committee meeting, the |

  65. Components of Executive Compensation

    Talent and Compensation Committee approves each NEO’s equity award, including any portion of each NEO’s annual equity award that will be granted as stock options. Occasionally, the Talent and Compensation Committee may also grant equity awards outside of our annual grant cycle, including for new hires, promotions or other special circumstances. The timing of any equity grants to executive officers in connection with any such new hires, promotions or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date).

  66. Components of Executive Compensation

    | + | The Company does not schedule its equity grants in anticipation of the release of material, non-public information (“MNPI”), nor does the Company time the release of MNPI based upon grant dates of equity. In the event MNPI becomes known to the Talent and Compensation Committee prior to granting an equity award, the Talent and Compensation Committee will take the existence of such information into consideration and use its business judgment to determine whether to delay the grant of equity to avoid any impropriety. |

  67. Components of Executive Compensation

    | + | Under the Omnibus Plan, the exercise price of any stock option grant will be no less than 100% of the fair market value of our common stock subject to such option on the date of grant. |

  68. Components of Executive Compensation

    | + | Equity award accounting complies with GAAP in the United States and is transparently disclosed in our SEC filings. During 2024, we did not grant stock options to any of our NEOs during the period(s) beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any MNPI. |

  69. Components of Executive Compensation

    2025 Compensation Program For our senior executives, including our NEOs, our Talent and Compensation Committee has determined that the 2025 annual incentive program will continue to be based on performance against pre-established financial targets (Adjusted EBITDA (non-GAAP) and Revenues) approved by the Board and performance against pre-established individual strategic priorities, in order to determine each NEO’s final payout, with total payouts capped at 250% of target. The Talent and Compensation Committee has also approved continuing our current long-term incentive program for 2025, which provides an opportunity for our senior executives to be granted a balanced portfolio of PSUs, RSUs, and Stock Options. The Talent and Compensation Committee approved a slight adjustment in the mix of awards for the NEOs (excluding the CEO), increasing RSUs from 25% to 30% of the total award and decreasing Stock Options from 25% to 20% of the total award. This change does not impact the CEO, whose mix remains 60% PSUs, 20% RSUs, and 20% Stock Options. This change for the NEOs (excluding the CEO) provides a small portion of the award in a more stable form, given the current volatility of the stock price, and aligns the portion received in Stock Options with that of the CEO. In addition to this change, the Talent and Compensation Committee also adjusted the weighting of the PSU metrics, reducing Relative TSR from 50% to 25% and increasing organic revenue growth (non-GAAP) from 50% to 75%, to ensure that our senior executives, including our NEOs, are being rewarded based on a metric that they have more direct control of, given our current ownership structure, and that will accelerate growth in the long-term for our shareholders. Other Compensation Elements Matching Share Program NEOs are eligible to participate in the Bausch + Lomb Matching Share Program. Under this program, shares purchased on the open market by recipients are matched with one Matching Restricted Share Unit (“MRSU”) issued under the Omnibus Plan. Generally, MRSUs granted for a period of three years may not exceed the value of 50% of the sum of the NEO’s annual base salary and target annual cash bonus, less any shares sold within the past six months (excluding any shares sold to cover a tax obligation resulting from a vesting event). Subject to the provisions of the Omnibus Plan and applicable award agreements, MRSUs vest pro-rata over a three-year period, provided that the recipient is employed through the applicable vesting dates. Vesting ceases upon termination of employment (except in limited circumstances), and any MRSUs that do not become vested prior to the recipient’s termination of employment or that do not become vested according to the provisions of the terms of the award are forfeited. Mr. Saunders purchased shares under this program during 2024. Bausch + Lomb Separation Bonus Opportunity In October 2020, BHC’s Talent and Compensation Committee approved eligibility for a performance-based separation bonus, which requires the achievement of pre-determined milestones related to the separation transaction. Payment is made in cash, with 50% conditioned upon meeting internal readiness criteria for the separation of the two companies and the remaining 50% conditioned upon the successful close of the Bausch + Lomb separation transaction. The first 50% was paid in October 2021. Payment is subject to continued employment, except in limited circumstances. The total amount of the remaining unvested separation bonuses is $250,000 for Mr. Eldessouky. Retirement and Welfare Benefits The retirement and welfare benefit programs are a necessary element of the total compensation package to ensure a competitive position in attracting and maintaining a committed workforce. Participation in these programs is not tied to performance. Our specific contribution levels to these programs are adjusted annually to maintain a competitive position while considering costs.

  70. Components of Executive Compensation

    Executive Benefits and Perquisites We provide our NEOs with limited perquisites and other personal benefits that our Talent and Compensation Committee believes are reasonable and consistent with our overall compensation program to better attract and retain superior employees for key positions. Our Talent and Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to our NEOs. Our Talent and Compensation Committee intends to maintain only those perquisites and other benefits that it determines to be necessary components of total compensation and that are not inconsistent with shareholder interests. Our Talent and Compensation Committee permits the CEO to use our Company car and driver and Company aircraft for his business travel and, on a limited basis, for personal travel, which is capped at $150,000 per fiscal year. We do not gross up the income tax incurred by Mr. Saunders resulting from his personal use of our car and driver or aircraft. Our Talent and Compensation Committee believes that making our car and driver and aircraft available to our CEO allows him to serve shareholder interests by efficiently and securely conducting business during and when traveling. As reported on page 53 in footnote 6 to the 2024 Summary Compensation Table, Mr. Saunders had no personal usage of the Company plane or car and driver in 2024. Attributed costs of the personal benefits described above for our NEOs for the fiscal year ended December 31, 2024 are included in the column entitled “All Other Compensation” of the 2024 Summary Compensation Table on page 53. Mr. Saunders’ Employment Agreement On February 14, 2023, Mr. Saunders and the Company entered into an Employment Agreement (the “CEO Employment Agreement”) with an initial four-year term that automatically renews for successive one-year periods unless either party provides timely notice of non-renewal. The agreement provides Mr. Saunders with an annual base salary of $1,600,000 and an annual cash bonus with a target value of 150% of his base salary for the 2023 and 2024 fiscal years, and 200% of his base salary for the 2025 fiscal year and each fiscal year thereafter. He also received a one-time $6,500,000 sign-on cash bonus and recognition of his prior service for benefit program purposes. Additionally, he is provided with personal use of a Company car and driver, the Company’s aircraft (capped at $150,000 per fiscal year) and use of a corporate apartment in Bridgewater, New Jersey. Mr. Saunders is eligible to receive equity grants on an annual basis with an annual target grant date value determined in the sole discretion of the Talent and Compensation Committee, which was approximately $14,000,000 for the Company’s 2024 fiscal year. The consequences of Mr. Saunders’ 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 58. Mr. Saunders is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for one year following termination of employment for any reason. Mr. Eldessouky’s Employment Agreement On June 1, 2021, BHC entered into an employment agreement with Mr. Eldessouky upon his appointment as CFO, which was assigned to the Company upon the closing of the B+L IPO. The initial three-year term of Mr. Eldessouky’s agreement commenced on June 1, 2021. The term will automatically renew for successive one-year periods unless either party provides notice of non-renewal. Pursuant to his agreement, Mr. Eldessouky receives a base salary and a target annual incentive opportunity equal to 80% of his base salary. Ongoing equity grants are at the sole discretion of our Talent and Compensation Committee. The consequences of Mr. Eldessouky’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments upon Termination or Change in Control,” beginning on page 58. Mr. Eldessouky is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for one year following termination of employment for any reason. Mr. Bailey’s Employment Agreement On April 11, 2023, Bausch + Lomb entered into an employment agreement with Mr. Bailey. The initial three-year term of Mr. Bailey’s agreement commenced on April 24, 2023. The term will automatically renew for successive one-year periods unless either party gives notice of non-renewal. Pursuant to his agreement, Mr. Bailey receives a base salary and a target annual incentive opportunity equal to 80% of his base salary. Mr. Bailey was entitled to receive an annual equity grant for 2024 with a grant date fair value of $2,000,000; ongoing equity grants are at the sole discretion of our Talent and Compensation Committee. The consequences of Mr. Bailey’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments Upon Termination or Change in Control,” beginning on page 58. Mr. Bailey is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for one year following termination of employment for any reason. Dr. Hashad’s Employment Agreement In August 2022, Bausch + Lomb entered into an employment agreement with Dr. Hashad. The initial three-year term of Dr. Hashad’s agreement commenced on August 1, 2022. The term will automatically renew for successive one-year periods unless either party gives notice of non-renewal. Pursuant to his agreement, Dr. Hashad receives a base salary and a target annual incentive opportunity equal to 80% of his base salary. Ongoing equity grants are at the sole discretion of our Talent and Compensation Committee. The consequences of Dr. Hashad’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments Upon Termination or Change in Control,” beginning on page 58. Dr. Hashad is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for one year following termination of employment for any reason. Mr. Stewart’s Employment Agreement On April 11, 2023, Bausch + Lomb entered into an employment agreement with Mr. Stewart. The initial three-year term of Mr. Stewart’s agreement commenced on April 24, 2023. The term will automatically renew for successive one-year periods unless either party gives notice of non-renewal. Pursuant to his agreement, Mr. Stewart receives a base salary and a target annual incentive opportunity equal to 80% of his base salary. Mr. Stewart was entitled to receive an annual equity grant for 2024 with a grant date fair value of $1,000,000; ongoing equity grants are at the sole discretion of our Talent and Compensation Committee. The consequences of Mr. Stewart’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments Upon Termination or Change in Control,” beginning on page 58. Mr. Stewart is subject to customary restrictive covenants, including non-solicitation covenants during his employment and for one year following termination of employment for any reason. Other Compensation Governance Practices Share Ownership Guidelines Our Talent and Compensation Committee believes that purchasing and holding B+L Common Shares with one’s own money should create an incentive to manage the Company prudently.

  71. Components of Executive Compensation

    Our Talent and Compensation Committee has established minimum share ownership requirements for our NEOs. Our CEO is required to hold six times base salary, and our other NEOs are required to hold three times base salary. B+L Common Shares and unvested RSUs are included in the calculation of share ownership. NEOs have five years from the date they first become subject to the guidelines to achieve them, and must retain 50% of their net shares vesting until this requirement is met. Mr. Saunders. Mr. Eldessouky, and Mr. Bailey have met their ownership requirement, and Dr. Hashad and Mr. Stewart are on track to satisfy their ownership requirement as shown in the chart below. All NEOs are in compliance with the policy. Dr. Hashad has until May 2027 to satisfy this requirement (being five years from the B+L IPO), and Mr. Stewart has until April 2028 to satisfy this requirement (being five years from the effective date of the commencement of employment). Clawback Policies We seek to recover, to the extent practicable, performance-based compensation from our executive officers. In 2023, the Board adopted the Company’s Financial Restatement Compensation Recoupment Policy (the “Recoupment Clawback Policy”) in accordance with Rule 10D-1. Under the Company’s Recoupment Clawback Policy, our Talent and Compensation Committee will, to the extent permitted by law, recoup any incentive compensation (cash and equity) received by the Company’s executive officers, in the event of a restatement of financial-based measures (regardless of whether detrimental conduct has occurred). In the case of a restatement of financial-based measures, the Board will reasonably promptly recover the amount by which the incentive compensation received exceeds the amount that would have been received if the error had not been made within three years preceding the date on which the Board determines that the financial measure contains a material error. In addition, we maintain a Misconduct and Detrimental Conduct Clawback Policy (the “Misconduct Clawback Policy”) which provides that the Board may exercise its discretion to require any employee who receives equity-based compensation to reimburse bonus, incentive or equity-based compensation (including time- and/or performance-based awards) awarded to such employee in the event of:

  72. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth the annual and long-term compensation awarded to or paid to the NEOs for services rendered to the Company in all capacities during the years ended December 31, 2024, 2023 and 2022.

  73. 2024 Summary Compensation Table

    | Name | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Brenton L. Saunders(7) Chairman of the Board and Chief Executive Officer | 2024 | 1,600,000 | — | 16,106,834 | 2,799,997 | 3,338,400 | 15,525 | 23,860,756 | | | 2023 | 1,396,923 | 6,500,000 | 27,870,000 | 7,305,493 | 2,181,436 | 55,199 | 45,309,051 | | Sam A. Eldessouky Executive Vice President and Chief Financial Officer | 2024 | 766,885 | — | 4,479,329 | 750,000 | 829,250 | 15,525 | 6,840,989 | | | 2023 | 710,769 | — | 2,687,500 | 749,999 | 594,048 | 14,850 | 4,757,166 | | | 2022 | 700,000 | — | 2,813,150 | 2,249,998 | 375,200 | 13,725 | 6,152,073 | | A. Robert D. Bailey Executive Vice President and Chief Legal Officer | 2024 | 767,423 | — | 3,558,049 | 500,000 | 687,582 | 15,525 | 5,528,579 | | | 2023 | 519,231 | 200,000 | 2,049,705 | 1,999,997 | 430,816 | 14,850 | 5,214,599 | | Dr. Yehia Hashad Executive Vice President of Research & Development and Chief Medical Officer | 2024 | 696,846 | — | 2,867,061 | 312,499 | 629,160 | 20,525 | 4,526,091 | | | 2023 | 660,000 | — | 1,119,765 | 312,500 | 551,616 | 13,613 | 2,657,494 | | | 2022 | 602,500 | — | 1,188,146 | 624,997 | 319,764 | 117,386 | 2,852,793 | | Andrew J. Stewart President, Global Pharmaceuticals and International Consumer | 2024 | 616,269 | — | 2,636,714 | 250,000 | 552,762 | 26,525 | 4,082,270 | | | 2023 | 415,385 | 600,000 | 563,882 | — | 344,653 | 9,346 | 1,933,266 |

  74. 2024 Summary Compensation Table

    | (1) The amounts included in this column reflect salary earned during the respective year. For 2024, Mr. Saunders did not receive a salary increase; his annual salary is reflected in this column. |

  75. 2024 Summary Compensation Table

    | (2) The amounts included in this column for 2023 for Messrs. Saunders, Bailey and Stewart reflect the sign-on bonuses paid to such executives in 2023 in connection with the commencement of their employment with the Company. |

  76. 2024 Summary Compensation Table

    | (3) The amounts reflected in this column for 2024 represent the aggregate grant date fair value of the Bausch + Lomb RSUs and PSUs granted to the NEOs in 2024, computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). The grant date fair values reflected in this column may differ from the approved values reflected in the CD&A because of the accounting methodology used to report the PSUs in this column, as required by SEC rules. The grant date fair value of the PSUs granted to the NEOs during 2024 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 2024 and reported in the table above, assuming the highest level of performance conditions will be achieved (200% of target levels, 300% for the Outperformance Award), is $26,602,931 for Mr. Saunders, $8,977,802 for Mr. Eldessouky, $7,700,660 for Mr. Bailey, $6,742,766 for Dr. Hashad, and $6,423,443 for Mr. Stewart. The amount reflected in this column and in this footnote do not represent the actual amounts that will be paid to or realized by our NEOs for awards made during the respective fiscal year. Information regarding the assumptions used to value these awards is set forth in “Note 2-Significant Accounting Policies” and “Note 13-Share Based Compensation” to the audited consolidated financial statements included in the Company’s Annual Report. |

  77. 2024 Summary Compensation Table

    | (4) The amounts reflected in this column for 2024 represent the aggregate grant date fair value of the Bausch + Lomb Stock Options granted to the NEOs in 2024, computed in accordance with FASB ASC Topic 718, and using Black-Scholes (excluding the effect of estimated forfeitures). Information regarding the assumptions used to value these awards is set forth in “Note 2—Significant Accounting Policies” and “Note 13—Share-Based Compensation” to the audited consolidated financial statements included in the Company’s Annual Report. |

  78. 2024 Summary Compensation Table

    | (5) The amounts reflected in this column for 2024 represent the cash payout amounts under the 2024 AIP for each of the NEOs. For additional details regarding the 2024 AIP, see page 41 under “Components of Executive Compensation – Annual Incentive Program”. |

  79. 2024 Summary Compensation Table

    | (6) For 2024, amounts in this column for each NEO consist of the following: |

  80. 2024 Summary Compensation Table

    | | Saunders | Eldessouky | Bailey | Hashad | Stewart | | 401(k) Match | 15,525 | 15,525 | 15,525 | 15,525 | 15,525 | | Executive Physical | — | — | — | 5,000 | 11,000 |

  81. 2024 Summary Compensation Table

    | (7) Mr. Saunders was Chairman of the Board during 2024. He did not receive any additional compensation of any kind for his services as Chairman of the Board. |

  82. 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, 2024.

  83. Grants of Plan-Based Awards

    | Name | Grant Date | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares or Units(3) (#) | All Other Option Awards: Number of Securities Stock or Options(4) (#) | Exercise or Base Price of Underlying Option Awards(4) ($/Sh) | Grant Date Fair Value(5) ($) | | | | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | | Brenton L. Saunders | | | | | | | | | | | | | | 2024 AIP | 2/9/2024 | 2/9/2024 | 0 | 2,400,000 | 6,000,000 | | | | | | | | | 2024 RSUs | 2/28/2024 | 2/9/2024 | | | | | | | 187,919 | | | 3,166,435 | | 2024 Stock Options | 2/28/2024 | 2/9/2024 | | | | | | | | 569,105 | 16.85 | 2,799,997 | | 2024 TSR PSUs | 2/28/2024 | 2/9/2024 | | | | 140,940 | 281,879 | 563,758 | | | | 5,978,654 | | 2024 Revenue Growth PSUs | 2/28/2024 | 2/9/2024 | | | | 140,940 | 281,879 | 563,758 | | | | 4,749,661 | | 2024 OPA PSUs | 2/28/2024 | 2/9/2024 | | | | 50,336 | 100,671 | 302,013 | | | | 1,715,434 | | 2024 Matching RSU | 8/5/2024 | 8/5/2024 | | | | | | | 32,250 | | | 496,650 | | Sam A. Eldessouky | | | | | | | | | | | | | | 2024 AIP | 2/9/2024 | 2/9/2024 | 0 | 620,000 | 1,550,000 | | | | | | | | | 2024 RSUs | 2/28/2024 | 2/9/2024 | | | | | | | 50,335 | | | 848,145 | | 2024 Stock Options | 2/28/2024 | 2/9/2024 | | | | | | | | 152,439 | 16.85 | 750,000 | | 2024 TSR PSUs | 2/28/2024 | 2/9/2024 | | | | 25,168 | 50,335 | 100,670 | | | | 1,067,605 | | 2024 Revenue Growth PSUs | 2/28/2024 | 2/9/2024 | | | | 25,168 | 50,335 | 100,670 | | | | 848,145 | | 2024 OPA PSUs | 2/28/2024 | 2/9/2024 | | | | 50,336 | 100,671 | 302,013 | | | | 1,715,434 | | A. Robert D. Bailey | | | | | | | | | | | | | | 2024 AIP | 2/9/2024 | 2/9/2024 | 0 | 612,000 | 1,530,000 | | | | | | | | | 2024 RSUs | 2/28/2024 | 2/9/2024 | | | | | | | 33,557 | | | 565,435 | | 2024 Stock Options | 2/28/2024 | 2/9/2024 | | | | | | | | 101,626 | 16.85 | 500,000 | | 2024 TSR PSUs | 2/28/2024 | 2/9/2024 | | | | 16,779 | 33,557 | 67,114 | | | | 711,745 | | 2024 Revenue Growth PSUs | 2/28/2024 | 2/9/2024 | | | | 16,779 | 33,557 | 67,114 | | | | 565,435 | | 2024 OPA PSUs | 2/28/2024 | 2/9/2024 | | | | 50,336 | 100,671 | 302,013 | | | | 1,715,434 | | Yehia Hashad, M.D. | | | | | | | | | | | | | | 2024 AIP | 2/9/2024 | 2/9/2024 | 0 | 560,000 | 1,400,000 | | | | | | | | | 2024 RSUs | 2/28/2024 | 2/9/2024 | | | | | | | 20,973 | | | 353,395 | | 2024 Stock Options | 2/28/2024 | 2/9/2024 | | | | | | | | 63,516 | 16.85 | 312,499 | | 2024 TSR PSUs | 2/28/2024 | 2/9/2024 | | | | 10,487 | 20,973 | 41,946 | | | | 444,837 | | 2024 Revenue Growth PSUs | 2/28/2024 | 2/9/2024 | | | | 10,487 | 20,973 | 41,946 | | | | 353,395 | | 2024 OPA PSUs | 2/28/2024 | 2/9/2024 | | | | 50,336 | 100,671 | 302,013 | | | | 1,715,434 | | Andrew J. Stewart | | | | | | | | | | | | | | 2024 AIP | 2/9/2024 | 2/9/2024 | 0 | 492,000 | 1,230,000 | | | | | | | | | 2024 RSUs | 2/28/2024 | 2/9/2024 | | | | | | | 16,778 | | | 282,709 | | 2024 Stock Options | 2/28/2024 | 2/9/2024 | | | | | | | | 50,813 | 16.85 | 250,000 | | 2024 TSR PSUs | 2/28/2024 | 2/9/2024 | | | | 8,389 | 16,778 | 33,556 | | | | 355,862 | | 2024 Revenue Growth PSUs | 2/28/2024 | 2/9/2024 | | | | 8,389 | 16,778 | 33,556 | | | | 282,709 | | 2024 OPA PSUs | 2/28/2024 | 2/9/2024 | | | | 50,336 | 100,671 | 302,013 | | | | 1,715,434 |

  84. Grants of Plan-Based Awards

    | (1) 2024 AIP represents the threshold, target and maximum awards set under the 2024 AIP. The values set forth in this row reflect their threshold, target and maximum bonus opportunities for fiscal year 2024. |

  85. Grants of Plan-Based Awards

    | (2) This column shows the number of PSUs granted in 2024. PSUs cliff vest on the third anniversary of the grant date, in each case assuming achievement of minimum performance criteria and continued employment through the applicable vesting date. |

  86. Grants of Plan-Based Awards

    | (3) This column shows the number of RSUs granted in 2024. These RSUs will vest ratably on the first three anniversaries of the grant, in each case subject to continued employment through the applicable vesting dates. |

  87. Grants of Plan-Based Awards

    | (4) This column shows the number of non-qualified Stock Options granted in 2024. These Stock Options vest ratably on the first three anniversaries of the grant date, subject to continued employment through the applicable vesting dates, and remain exercisable until the ten-year anniversary of the grant date. The exercise price is the closing price on the date of grant of the B+L Common Shares. The aggregate number of Stock Options granted in 2024 expressed as a percentage of the total issued and outstanding B+L Common Shares as of December 31, 2024 (otherwise known as the “burn rate”) was 0.4%. |

  88. Grants of Plan-Based Awards

    | (5) The amounts reflected in this column represent the aggregate grant date fair value of the Bausch + Lomb equity awards granted to the NEOs in 2024, computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures) and, for Stock Options, was determined using Black-Scholes (excluding the effect of estimated forfeitures). 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. |

  89. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information on the outstanding Bausch + Lomb and BHC equity awards held by the NEOs as of December 31, 2024. The market value of the stock awards is based on the closing market price on December 31, 2024, which was $18.06 for B+L Common Shares.

  90. Outstanding Equity Awards at Fiscal Year-End

    | Name | Security | Date of Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Brenton L. Saunders | BLCO | 2/23/2023 | 439,560 | 879,121(1) | 18.60 | 2/23/2033 | | | | | | | BLCO | 2/23/2023 | | | | | 187,500(2) | 3,386,250 | | | | | BLCO | 2/23/2023 | | | | | | | 375,000(3) | 6,772,500 | | | BLCO | 2/28/2024 | — | 569,105(1) | 16.85 | 2/28/2034 | | | | | | | BLCO | 2/28/2024 | | | | | 125,280(4) | 2,262,557 | | | | | BLCO | 2/28/2024 | | | | | | | 375,839(5) | 6,787,652 | | | BLCO | 2/28/2024 | | | | | | | 563,758(6) | 10,181,469 | | | BLCO | 2/28/2024 | | | | | | | 50,336(7) | 909,068 | | | BLCO | 8/5/2024 | | | | | 32,250(13) | 582,435 | | | | Sam A. Eldessouky | BHC | 3/1/2017 | 31,430(8) | — | 14.38 | 3/1/2027 | | | | | | | BHC | 3/7/2018 | 31,697(8) | — | 15.32 | 3/7/2028 | | | | | | | BHC | 2/27/2019 | 22,149(8) | — | 23.16 | 2/27/2029 | | | | | | | BHC | 2/26/2020 | 28,429(8) | — | 24.77 | 2/26/2030 | | | | | | | BHC | 3/3/2021 | 16,374(8) | — | 32.56 | 3/3/2031 | | | | | | | BHC | 6/1/2021 | 122,427(8) | — | 32.03 | 6/1/2031 | | | | | | | BLCO | 5/5/2022 | — | 494,505(9) | 18.00 | 5/5/2032 | | | | | | | BLCO | 5/5/2022 | | | | | 125,000(10) | 2,257,500 | | | | | BLCO | 7/25/2022 | | | | | 11,667(4) | 210,706 | | | | | BLCO | 3/1/2023 | 45,372 | 90,744(1) | 17.96 | 3/1/2033 | | | | | | | BLCO | 3/1/2023 | | | | | 14,173(4) | 255,964 | | | | | BLCO | 3/1/2023 | | | | | | | 70,862(11) | 1,279,768 | | | BLCO | 3/1/2023 | | | | | | | 85,034(12) | 1,535,714 | | | BLCO | 2/28/2024 | — | 152,439(1) | 16.85 | 2/28/2034 | | | | | | | BLCO | 2/28/2024 | | | | | 33,557(4) | 606,039 | | | | | BLCO | 2/28/2024 | | | | | | | 67,113(5) | 1,212,061 | | | BLCO | 2/28/2024 | | | | | | | 100,670(6) | 1,818,100 | | | BLCO | 2/28/2024 | | | | | | | 50,336(7) | 909,068 | | A. Robert D. Bailey | BLCO | 5/4/2023 | 143,061 | 286,123(1) | 17.50 | 5/4/2033 | | | | | | | BLCO | 4/24/2023 | | | | | 80,334(4) | 1,450,832 | | | | | BLCO | 2/28/2024 | — | 101,626(1) | 16.85 | 2/28/2034 | | | | | | | BLCO | 2/28/2024 | | | | | 22,372(4) | 404,038 | | | | | BLCO | 2/28/2024 | | | | | | | 44,743(5) | 808,059 | | | BLCO | 2/28/2024 | | | | | | | 67,114(6) | 1,212,079 | | | BLCO | 2/28/2024 | | | | | | | 50,336(7) | 909,068 |

  91. Outstanding Equity Awards at Fiscal Year-End

    | Name | Security | Date of Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Dr. Yehia Hashad | BLCO | 5/5/2022 | — | 137,362(9) | 18.00 | 5/5/2032 | | | | | | | BLCO | 5/5/2022 | | | | | 34,722(10) | 627,079 | | | | | BLCO | 7/25/2022 | | | | | 11,667(4) | 210,706 | | | | | BLCO | 3/1/2023 | 18,905 | 37,810(1) | 17.96 | 3/1/2033 | | | | | | | BLCO | 3/1/2023 | | | | | 5,905(4) | 106,644 | | | | | BLCO | 3/1/2023 | | | | | | | 29,525(11) | 533,222 | | | BLCO | 3/1/2023 | | | | | | | 35,430(12) | 639,866 | | | BLCO | 2/28/2024 | — | 63,516(1) | 16.85 | 2/28/2034 | | | | | | | BLCO | 2/28/2024 | | | | | 13,982(4) | 252,515 | | | | | BLCO | 2/28/2024 | | | | | | | 27,964(5) | 505,030 | | | BLCO | 2/28/2024 | | | | | | | 41,946(6) | 757,545 | | | BLCO | 2/28/2024 | | | | | | | 50,336(7) | 909,068 | | Andrew J. Stewart | BLCO | 4/24/2023 | | | | | 22,100(4) | 399,126 | | | | | BLCO | 2/28/2024 | — | 50,813(1) | 16.85 | 2/28/2034 | | | | | | | BLCO | 2/28/2024 | | | | | 11,186(4) | 202,019 | | | | | BLCO | 2/28/2024 | | | | | | | 22,371(5) | 404,020 | | | BLCO | 2/28/2024 | | | | | | | 33,556(6) | 606,021 | | | BLCO | 2/28/2024 | | | | | | | 50,336(7) | 909,068 |

  92. Outstanding Equity Awards at Fiscal Year-End

    | (1) Non-qualified Stock Options will vest ratably on the first three anniversaries of the grant date, subject to continued employment through the grant date. Stock Options will remain exercisable until the ten-year anniversary of the grant date. |

  93. Outstanding Equity Awards at Fiscal Year-End

    | (2) Mr. Saunders’ RSUs that were granted upon his hire are scheduled to vest in two equal installments on the second and third anniversaries of the grant date, subject to continued employment through each applicable vesting date. On December 23, 2024, the Talent and Compensation Committee approved the accelerated vesting and settlement of the first half of Mr. Saunders’ new hire RSUs, which were otherwise scheduled to vest on February 23, 2025. The remaining half of Mr. Saunders’ RSUs will continue to vest on its original schedule, with full vesting to occur on February 23, 2026, subject to Mr. Saunders’ continued employment through such date. |

  94. Outstanding Equity Awards at Fiscal Year-End

    | (3) Mr. Saunders’ PSUs granted upon hire will cliff vest on the fourth anniversary of the grant date, assuming achievement of minimum performance criteria and continued employment through the applicable vesting date. Based on the estimated payout at fiscal year-end, the threshold number of shares (50%) is reported as outstanding. |

  95. Outstanding Equity Awards at Fiscal Year-End

    | (4) Represents RSUs that are scheduled to vest ratably on the first three anniversaries of the grant date, subject to continued employment through each applicable vesting date. On December 23, 2024, the Talent and Compensation Committee approved the accelerated vesting and settlement of all NEOs’ outstanding and unvested time-based RSUs that were otherwise scheduled to vest in the first quarter of fiscal 2025. The NEOs’ other RSUs will continue to vest on their original schedules, subject to continued employment through each applicable vesting date. |

  96. Outstanding Equity Awards at Fiscal Year-End

    | (5) PSUs will cliff vest on the third anniversary of the grant date, assuming achievement of minimum revenue growth performance criteria and continued employment through the applicable vesting date. The average of performance in 2024, plus target performance for 2025 and 2026, are reported as outstanding (133%). Revenue growth is measured each year, and the number of PSUs that are ultimately achieved will be determined following the end of the performance period on December 31, 2026 based on performance in each of 2024, 2025, and 2026. |

  97. Outstanding Equity Awards at Fiscal Year-End

    | (6) PSUs will cliff vest on the third anniversary of the grant date, assuming achievement of minimum relative TSR performance criteria and continued employment through the applicable vesting date. Based on performance as of December 31, 2024, the maximum number of shares (200%) are reported as outstanding. Relative TSR will be measured at the end of the performance period, and the number of PSUs that are ultimately achieved will be determined following the end of the performance period on December 31, 2026. |

  98. Outstanding Equity Awards at Fiscal Year-End

    | (7) Outperformance Plan PSUs cliff vest on the third anniversary of the grant date, assuming achievement of (i) a revenue metric (measured for fiscal year 2026) and (ii) rTSR metric measured over the three-year period ending December 31, 2026. Based on performance as of December 31, 2024, the threshold number of shares (50%) is reported as outstanding. |

  99. Outstanding Equity Awards at Fiscal Year-End

    | (8) BHC non-qualified Stock Options remain exercisable until the ten-year anniversary of the grant date. |

  100. Outstanding Equity Awards at Fiscal Year-End

    | (9) The Founder Stock Options will vest ratably on the first three anniversaries of the grant date, or, if later, upon the full separation from BHC or a change in control of the Company, subject to continued employment as of the vesting date. The Founder Stock Options will remain exercisable until the ten-year anniversary of the grant date. For additional details regarding the treatment of these awards in case BHC’s spin-off distribution of Bausch + Lomb Common Shares does not occur by certain dates, see page 47 under “Equity Award Amendments”. |

  101. Outstanding Equity Awards at Fiscal Year-End

    | (10) The Founder RSUs for Mr. Eldessouky will vest 50% on each of the second and third anniversaries of the grant date or, if later, the earlier of the full separation from BHC or a change in control of the Company assuming continued employment through the applicable vesting date. The Founder RSUs for Dr. Hashad will vest 100% on the second anniversary from the grant date, or, if later, the earlier of the full separation from BHC or a change in control of the Company assuming continued employment through the applicable vesting date. For additional details regarding the treatment of these awards in case BHC’s spin-off distribution of Bausch + Lomb Common Shares does not occur by certain dates, see page 47 under “Equity Award Amendments”. |

  102. Outstanding Equity Awards at Fiscal Year-End

    | (11) PSUs will cliff vest on the third anniversary of the grant date, assuming achievement of minimum revenue growth performance criteria and continued employment through the applicable vesting date. The average of performance in 2023 and 2024, plus target performance for 2025, is reported as outstanding (167%). Revenue growth is measured each year, and the number of PSUs that are ultimately achieved will be determined following the end of the performance period on December 31, 2025, is based on performance in each of 2023, 2024 and 2025. |

  103. Outstanding Equity Awards at Fiscal Year-End

    | (12) PSUs will cliff vest on the third anniversary of the grant date, assuming achievement of minimum relative TSR performance criteria and continued employment through the applicable vesting date. Based on performance as of December 31, 2024, the maximum number of shares (200%) is reported as outstanding. Relative TSR will be measured at the end of the performance period, and the number of PSUs that are ultimately achieved will be determined following the end of the performance period on December 31, 2025. |

  104. Outstanding Equity Awards at Fiscal Year-End

    | (13) Represents Matching RSUs that will vest ratably on the first three anniversaries of the grant date, assuming continued employment through each applicable vesting date. |

  105. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information regarding option exercises by the NEOs during 2024 and B+L and BHC Common Shares acquired on the vesting of RSUs held by the NEOs during 2024.

  106. Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Net Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Brenton L. Saunders | | | | | | BLCO | — | — | 250,139 | 4,459,978 | | Sam A. Eldessouky | | | | | | BLCO | — | — | 56,789 | 966,440 | | BHC | — | — | 14,658 | 107,588 | | A. Robert D. Bailey | | | | | | BLCO | — | — | 51,351 | 797,902 | | Yehia Hashad, M.D. | | | | | | BLCO | — | — | 30,468 | 508,380 | | Andrew J. Stewart | | | | | | BLCO | — | — | 16,642 | 264,350 |

  107. Option Exercises and Stock Vested

    | (1) The amounts reflected in this column represent the market value of the underlying B+L and BHC Common Shares as of the vesting date. |

  108. Potential Payments upon Termination or Change

    Potential Payments upon Termination or Change

  109. 2024 Pay Ratio Disclosure

    2024 Pay Ratio Disclosure Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2024:

  110. 2024 Pay Ratio Disclosure

    | + | the median of the annual total compensation of all our employees (excluding our CEO) was $50,500; |

  111. 2024 Pay Ratio Disclosure

    | + | the annual total compensation of our CEO was $23,860,756; and |

  112. 2024 Pay Ratio Disclosure

    | + | the ratio of these two amounts was 472 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. |

  113. 2024 Pay Ratio Disclosure

    Methodology for Identifying Our Median Employee Employee Population To identify the median of the annual total compensation of all of our employees (other than our CEO), we first identified our total employee population from which we determined our median employee. We determined that, as of December 31, 2024, our employee population consisted of approximately 13,700 individuals (of which approximately 38% were located in the United States and 62% were located in jurisdictions outside the United States). As permitted by the Pay Ratio Rule, we adjusted our total employee population (as described above) for purposes of identifying our median employee by excluding approximately 570 of our employees located in certain jurisdictions outside of the United States given the relatively small number of employees in those jurisdictions (less than 70), as follows: Argentina, Australia, Austria, Belarus, Belgium, Bulgaria, Croatia, Czech Republic, Hungary, Indonesia, Kazakhstan, Philippines, Portugal, Romania, Saudi Arabia, Serbia, Singapore, Slovakia, Slovenia, South Africa, Sweden, Switzerland, Ukraine, and United Arab Emirates. After taking into account the above-described adjustments to our employee population as permitted by the Pay Ratio Rule, our total adjusted employee population for purposes of determining our median employee consisted of approximately 13,100 individuals. Determining our Median Employee To identify our median employee from our adjusted employee population, we compared the amount of base salary of our employees as reflected in our employee records and converted to U.S. Dollars. In making this determination, we utilized the annualized compensation of our full-time employees, including those who were hired in 2024 (but did not work for us for the entire fiscal year) and permanent part-time employees (reflecting what they would have earned if they had worked the entire year at their part-time schedule). We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. Determination of Annual Total Compensation of our Median Employee and our CEO Once we identified our median employee, we then calculated such employee’s annual total compensation for 2024 by using the same methodology we used for purposes of determining the annual total compensation of our NEOs for 2024 as set forth in the 2024 Summary Compensation Table on page 53. Our CEO’s annual total compensation for 2024 for purposes of the Pay Ratio Rule is equal to the amount reported in the “Total” column in the 2024 Summary Compensation Table. Please note that SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

  114. Pay Versus Performance

    Pay Versus Performance The following table sets forth the compensation for our Principal Executive Officer (the “PEO”) and the average compensation for our other NEOs, both as reported in the 2024 Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our Peer Group, Net (Loss) Income and Adjusted EBITDA (non-GAAP)(5).

  115. Pay Versus Performance

    | Year (a) | Summary Compensation Table Total for PEO (Brenton L. Saunders)(1) (b) | Compensation Actually Paid to PEO (Brenton L. Saunders)(2) (c) | Summary Compensation Table Total for PEO (Joseph C. Papa)(1) (b) | Compensation Actually Paid to PEO (Joseph C. Papa)(2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(1) (d) | Average Compensation Actually Paid to Non-PEO NEOs(2) (e) | Value of Initial Fixed $100 Investment Based On: | | Net (Loss) Income(4) (h) | Adjusted EBITDA (non- GAAP)(5) ($) (i) | | | | | | | | | Total Shareholder Return(3) (f) | Peer Group Total Shareholder Return(3) (g) | | | | 2024 | 23,860,756 | 21,412,419 | — | — | 5,244,482 | 5,414,562 | 90.30 | 93.86 | (317) | 878 | | 2023 | 45,309,051 | 36,157,891 | 9,528,086 | 5,644,847 | 4,318,944 | 3,286,641 | 85.30 | 103.30 | (260) | 738 | | 2022 | — | — | 19,781,761 | (3,950,168) | 4,434,753 | 1,920,894 | 77.55 | 96.74 | 6 | 720(6) |

  116. Pay Versus Performance

    | (1) Compensation for our PEOs reflects the amounts reported in the 2024 Summary Compensation Table for the respective years. Our PEO in 2022 was Mr. Papa, our PEOs in 2023 were Mr. Saunders and Mr. Papa, and our PEO in 2024 was Mr. Saunders. Average compensation for non-PEOs in 2022 includes the following NEOs: Mr. Eldessouky, Ms. Ackermann, Mr. Gordon, and Dr. Hashad. Average compensation for non-PEOs in 2023 includes the following NEOs: Mr. Eldessouky, Mr. Bailey, Dr. Hashad, Mr. Stewart, Ms. Ackermann, and Mr. Gordon. Average compensation for non-PEOs in 2024 includes the following NEOs: Mr. Eldessouky, Mr. Bailey, Dr. Hashad, and Mr. Stewart. |

  117. Pay Versus Performance

    | (2) Compensation actually paid for the PEO and average compensation actually paid for our non-PEO NEOs in 2024 reflect the respective amounts set forth in columns (b) and (d), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year. The amounts in the table below reflect the year-over-year change in fair value of equity awards to equity award granted to our NEOs in 2024 and BHC equity awards granted to our NEOs in years prior to our IPO in 2022. For information regarding the decisions made by our Talent and Compensation Committee in regards to the PEO’s and our other NEOs’ compensation for fiscal year 2024, see the “Compensation Discussion and Analysis” beginning on page 36. |

  118. Pay Versus Performance

    | | PEO 2024 (Brenton L. Saunders) | Non-PEOs 2024 | | Summary Compensation Table Total | 23,860,756 | 5,244,482 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year (b) | 18,906,830 | 3,838,413 | | Plus Fair Value for Awards Granted in the Covered Year | 19,312,494 | 3,914,207 | | Change in Fair Value of BLCO Outstanding Unvested Awards from Prior Years | (2,540,453) | 157,126 | | Change in Fair Value of BHC Outstanding Unvested Awards from Prior Years | — | — | | Change in Fair Value of BLCO Awards from Prior Years that Vested in the Covered Year | (313,548) | (60,329) | | Change in Fair Value of BHC Awards from Prior Years that Vested in the Covered Year | — | (2,511) | | Less Fair Value of BLCO Awards Forfeited during the Covered Year | — | — | | Less Fair Value of BHC Awards Forfeited during the Covered Year | — | — | | Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | — | — | | Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | — | — | | Plus Aggregate Service Cost and Prior Service Cost for Pension Plans | — | — | | Compensation Actually Paid | 21,412,419 | 5,414,562 |

  119. Pay Versus Performance

    Fair values set forth in the table above are computed in accordance with FASB ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date or fair values of awards that were forfeited in the covered year, which are valued as of the last day of the year immediately preceding the covered year.

  120. Pay Versus Performance

    | (3) TSR is cumulative for the measurement periods beginning on the B+L IPO date and ending on each of December 31, 2024, December 31, 2023, and December 31, 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The Peer Group for purposes of this table is the same as our Peer Group as determined under Item 201(e) of Regulation S-K and described in Item 5 of the Company’s Annual Report. |

  121. Pay Versus Performance

    | (4) Presented in millions. Reflects “Net (Loss) Income” as required to be disclosed in the Company’s Consolidated Statements of Income included in the Company’s Annual Report on Form 10-K for the years ended December 31, 2024, December 31, 2023, and December 31, 2022. |

  122. Pay Versus Performance

    | (5) Presented in millions. Excludes Acquired IPR&D. EBITDA (non-GAAP) is Net (Loss) Income attributable to Bausch + Lomb Corporation (its most directly comparable U.S. GAAP financial measure) adjusted for interest expense, net, provision for income taxes, and depreciation and amortization. Adjusted EBITDA (non-GAAP) is EBITDA (non-GAAP) further adjusted for asset impairments, restructuring, integration and transformation costs, acquisition-related costs and adjustments (excluding amortization of intangible assets), share-based compensation, separation costs and separation-related costs, and other non-GAAP adjustments. Adjusted EBITDA excluding Acquired IPR&D is Adjusted EBITDA further adjusted to exclude Acquired IPR&D. This is a non-GAAP measure. Please see Appendix B for additional information and a reconciliation of non-GAAP financial measures to the most comparable GAAP financial measures and ratios. |

  123. Pay Versus Performance

    | (6) Has not been adjusted to exclude approximately $1 million of Acquired IPR&D. |

  124. Pay Versus Performance

    The following table sets forth an unranked list of the financial performance measures that we view as the “most important” measures for linking our NEOs’ compensation to performance, as specifically listed below, which are metrics utilized under our annual cash and long-term incentive programs for 2024. For more information on the financial performance metrics that are listed below and how they are utilized in our compensation program, please see “Compensation Discussion and Analysis”.

  125. Pay Versus Performance

    | Performance Measures | | Revenues | | Adjusted EBITDA (non-GAAP)* | | Organic Revenue Growth (non-GAAP)** | | Relative Total Shareholder Return | | Absolute Shareholder Return |

  126. Pay Versus Performance

    | * Excludes Acquired IPR&D. Adjusted EBITDA and Adjusted EBITDA excluding Acquired IPR&D are non-GAAP measures. |

  127. Pay Versus Performance

    | ** Organic revenue growth, a non-GAAP ratio, is defined as a change on a period-over-period basis in revenues on a constant currency basis (if applicable) excluding the impact of acquisitions, divestitures and discontinuations. |

  128. Pay Versus Performance

    See Appendix B for additional information on non-GAAP financial measures and ratios.

  129. Relationship Between Financial Measures and Compensation Actually Paid

    Relationship Between Financial Measures and Compensation Actually Paid The SEC’s rules require that the pay versus performance disclosure include an unranked list of three to seven performance measures that the Company considers to be its most important measures used to align compensation actually paid to the NEOs to a company’s performance. The table above represents the unranked list of the “most important” financial measures the Company used to align compensation actually paid to our NEOs for fiscal year 2024 to the Company’s performance. From the above list of performance measures, we view Adjusted EBITDA (non-GAAP) as our most important financial performance measure used to link compensation actually paid to our PEOs and other NEOs to Company performance for fiscal 2024. Adjusted EBITDA (non-GAAP) is a key component of the Company’s performance-based incentive compensation program and is utilized under our AIP given it is a performance measure over which our NEOs can have significant impact. In addition, Adjusted EBITDA (non-GAAP) is directly linked to the Company’s long-term strategic growth plan and performance that drive shareholder value and is highly correlated with fluctuations in our stock price. As for the other performance measures listed in the table above, organic revenue growth (non-GAAP)**, relative total shareholder return and absolute shareholder return, are equally weighted metrics in our long-term performance-based incentive compensation program for fiscal 2024, which was a key component of our NEOs’ pay in 2024. For additional information regarding how the above listed performance measures were utilized as part of our executive compensation program in fiscal 2024, see “Compensation Discussion and Analysis.” Compensation Actually Paid Versus TSR and Versus Peer Group TSR The following graph shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with our cumulative TSR and the cumulative TSR of our Peer Group over the covered fiscal years. For additional details regarding how TSR was utilized under our 2024 compensation program to link pay with performance, please refer to the Long-Term Incentive Program description starting on page 45. Compensation Actually Paid Versus Net Income (Loss) The following graph shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with our Net Income (Loss) over the covered fiscal years. Compensation Actually Paid Versus Adjusted EBITDA (Non-GAAP)* The following graph shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with our Adjusted EBITDA (Non-GAAP)* over the covered fiscal years. For additional details regarding how Adjusted EBITDA (non-GAAP)* was utilized under our 2024 compensation program to link pay with performance, please refer to the Annual Incentive Program description starting on page 41.

  130. Relationship Between Financial Measures and Compensation Actually Paid

    | * Excludes Acquired IPR&D. This is a non-GAAP measure. See Appendix B for more information on non-GAAP measures and ratios. |

  131. Relationship Between Financial Measures and Compensation Actually Paid

    | ** Has not been adjusted to exclude approximately $1 million of Acquired IPR&D. |

  132. Relationship Between Financial Measures and Compensation Actually Paid

    | PROPOSAL 3 | | Appointment of Auditor | | The Audit and Risk Committee recommended to the Board that PricewaterhouseCoopers LLP (“PwC”) be put before the shareholders at the Meeting for appointment as our auditor to serve until the close of the 2026 Annual Meeting of Shareholders. The Board has accepted and endorsed this recommendation. | | Under the CBCA, at each annual meeting of shareholders, shareholders of a corporation appoint, by ordinary resolution, an auditor to hold office until the close of the next annual meeting of shareholders. Notwithstanding the foregoing, if an auditor is not appointed at a meeting of shareholders, the incumbent auditor continues in office until a successor is appointed. PwC currently serves as auditor of the Company and, therefore, shall continue to serve as the Company’s auditor in the event that this proposal is not adopted by the shareholders. | | Representatives of PwC will be present at the Meeting and will have an opportunity to make a statement if desired. Further, the representatives will be available to respond to appropriate shareholder questions submitted in the manner described under “Attending the Meeting — How do I ask a question at the Meeting?” on page 74. | | A simple majority of votes cast at the Meeting, whether virtually, or by proxy or otherwise, will be required to appoint PwC. You may either vote “For” the appointment of PwC or “Withhold” your vote with respect to such appointment. If you vote “For” the appointment of PwC, your B+L Common Shares will be voted accordingly. If you select “Withhold” with respect to the appointment of PwC, your vote will not be counted as a vote cast for the purposes of appointing PwC. | | As a shareholder of the Company, you are invited to vote with respect to the appointment of PwC as the auditor for the Company to hold office until the close of the 2026 Annual Meeting of Shareholders and to authorize the Board to fix the auditor’s remuneration through the following resolution: Resolved, that the shareholders hereby appoint PwC as auditor for the Company to hold office until the close of the 2026 Annual Meeting of Shareholders and the Board of the Company is hereby authorized to fix the auditor’s remuneration. | | The Board recommends that the shareholders vote FOR Proposal No. 3. |

  133. Indebtedness of Directors and Officers

    Indebtedness of Directors and Officers No current or former director, officer or employee of Bausch + Lomb, or any associate of any such individual, is as at the date hereof, or has been, during the year ended December 31, 2024, indebted to Bausch + Lomb or any of its subsidiaries in connection with a purchase of securities or otherwise. In addition, no indebtedness of these individuals to another entity has been the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by Bausch + Lomb or any of its subsidiaries.