DEF 14A of Bausch Health Companies Inc., Apr 8, 2026

DEF 14A of Bausch Health Companies Inc.

Filed Apr 8, 2026 · FY20250001140361-26-013816

Open on EDGAR

  1. NOMINEES FOR ELECTION TO THE BOARD

    NOMINEES FOR ELECTION TO THE BOARD Nine of the proposed director nominees are incumbent directors, seven of whom were elected at our 2025 Annual Meeting of Shareholders. On July 22, 2025, the Board appointed Mr. Michael Goettler and Ms. Sandra Leung as part of its ongoing refreshment efforts to enhance expertise in areas critical to the Company’s strategy, including pharmaceutical industry leadership and corporate governance. Dr. Richard C. Mulligan, Ph.D. will retire from the Board and is not standing for re-election. To fill the resulting vacancy, the Board has nominated Dr. Eiry W. Roberts, M.D., who brings extensive experience in clinical development and business development. The Board believes these changes provide complementary perspectives and strengthen its ability to effectively oversee the Company’s operations and drive long-term value creation. The following narrative provides details about each of the director nominees’ background and experience, and summarizes the specific attributes, competencies and characteristics that led to the determination of the Nominating and Corporate Governance Committee and the Board to nominate such individual as a director for election by the shareholders at the Meeting. In addition, the narrative lists the number of meetings of the Board and any applicable committee each director nominee attended during 2025 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 20, 2026; (ii) the aggregate value of such securities based on the $5.01 per share closing price of our Common Shares on March 20, 2026, as reported on the NYSE; and (iii) the progress of each director nominee toward the director share ownership requirement established by the Board. For further detail regarding the share ownership requirement for non-employee Directors, see the discussion in the section titled “Statement of Corporate Governance Practices — Directors’ Share Ownership” on page 23. For further detail regarding the share ownership requirement for Mr. Appio, see the discussion in the section titled “Compensation Discussion and Analysis — Other Compensation Governance Practices — Share Ownership Guidelines” on page 50. Unless otherwise instructed, the designated proxyholders intend to vote FOR the election of each of the ten director nominees proposed by the Board in this Proxy Statement. If, for any reason, at the time of the Meeting any of these director nominees are unable or unwilling to serve, unless otherwise specified in the signed proxy card, it is intended that the designated proxyholders will vote in their discretion for a substitute nominee or nominees.

  2. NOMINEES FOR ELECTION TO THE BOARD

    | Bausch Health Companies Inc. | 5 | 2026 Proxy Statement |

  3. NOMINEES FOR ELECTION TO THE BOARD

    | Thomas J. Appio Age: 64 New Jersey, USA Director Since: 2022 Not Independent | Mr. Appio was appointed to the Board and has served as the Chief Executive Officer of the Company since May 2022. He previously served as the Company’s President & Co-Head Bausch + Lomb/International, the Company’s eye-health business, from August 2018 until October 2021, and also served as Executive Vice President, Company Group Chairman, International from August 2016 until July 2018. Prior to its acquisition by Bausch Health in 2013, Mr. Appio served in several positions with Bausch + Lomb Corporation (“Bausch + Lomb” or “B+L”), including as Vice President, North Asia/Japan and as Managing Director, Greater China and Japan. Prior to joining Bausch + Lomb, Mr. Appio served 23 years with Schering-Plough in a wide range of leadership and operations responsibilities. Mr. Appio holds a Bachelor of Science in Accounting from Arizona State University, W.P. Carey School of Business. Stock Ownership: • 903,222 Common Shares — $4,525,142 • 1,412,152 Restricted Share Units (“RSUs”) (comprised of 1,412,152 unvested RSUs — $7,074,882) • 852,455 Stock Options (“SOPs”) (comprised of 852,455 vested SOPs(1)) • Total Equity Value at Risk: $4,525,142 based on the value of the Common Shares beneficially owned by Mr. Appio (but excluding all SOPs and unvested RSUs). Mr. Appio is subject to share ownership guidelines under the terms of his employment agreement with the Company, as further described in the section titled “Compensation Discussion and Analysis — Other Compensation Governance Practices — Share Ownership Guidelines” on page 50. 2025 Meeting Attendance: • Board: 9/9 Qualifications: | | | THE BOARD HAS DETERMINED THAT MR. APPIO’S EXTENSIVE MANAGEMENT EXPERIENCE AND DEMONSTRATED LEADERSHIP AT THE COMPANY QUALIFY HIM TO SERVE AS A DIRECTOR. |

  4. NOMINEES FOR ELECTION TO THE BOARD

    | 1 | For further information regarding Mr. Appio's outstanding stock options, please refer to the section titled "Outstanding Equity Awards at Fiscal Year-End" on page 57 |

  5. NOMINEES FOR ELECTION TO THE BOARD

    | Bausch Health Companies Inc. | 6 | 2026 Proxy Statement |

  6. NOMINEES FOR ELECTION TO THE BOARD

    | Christian A. Garcia Age: 62 Texas, USA Director Since: 2024 Independent Committees: • Audit & Risk Committee (Chair) | Mr. Garcia is currently a corporate director. He served as Executive Vice President and Chief Financial Officer at BrandSafway, a provider of industrial services solutions to various markets, from October 2020 to May 2023. Prior to joining BrandSafway, Mr. Garcia served as the Executive Vice President and Chief Financial Officer of Weatherford International, a publicly traded oil services company, from January 2020 to August 2020. Prior to joining Weatherford, he served as Executive Vice President and Chief Financial Officer of Visteon Corporation, a publicly traded provider of automotive cockpit electronics, from October 2016 to October 2019. Previously, Mr. Garcia served as acting Chief Financial Officer of Halliburton Company, a publicly traded energy company. At Halliburton, he progressed through a variety of leadership positions including Chief Accounting Officer, Treasurer, and Senior Vice President of Investor Relations. Mr. Garcia has served as a director of Tetra Technologies Inc., a publicly traded energy services company, since May 2023, and Mueller Water Products, Inc., a publicly traded water infrastructure company, since August 2024. He has previously served as a director of Dana Incorporated, a publicly traded automotive supplier company, from January 2025 to June 2025. Mr. Garcia received his Bachelor of Science from the University of the Philippines and his master’s degree in business from Purdue University. Stock Ownership: • 0 Common Shares — $0 • 89,707 RSUs (comprised of 35,360 vested RSUs — $177,154 and 54,347 unvested RSUs — $272,278) • Total Equity Value at Risk: $177,154 representing 35% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee Directors and 177% of the annual Board retainer. Mr. Garcia has until May 14, 2029 to achieve the expected minimum equity ownership under such share ownership guidelines. 2025 Meeting Attendance: • Board: 8/9 • Audit & Risk Committee: 8/8 Qualifications: | | | THE BOARD HAS DETERMINED THAT MR. GARCIA’S SIGNIFICANT EXPERIENCE WITH COMPLEX FINANCIAL ISSUES, IN-DEPTH KNOWLEDGE OF FINANCIAL AND ACCOUNTING MATTERS, AND LEADERSHIP IN SENIOR FINANCE POSITIONS QUALIFY HIM TO SERVE AS A MEMBER OF THE BOARD AND THE COMMITTEE ON WHICH HE SERVES. |

  7. NOMINEES FOR ELECTION TO THE BOARD

    | Bausch Health Companies Inc. | 7 | 2026 Proxy Statement |

  8. NOMINEES FOR ELECTION TO THE BOARD

    | Michael Goettler Age: 58 New York, USA Director Since: 2025 Independent Committees: • Science & Technology Committee • Talent & Compensation Committee | Mr. Goettler is currently a corporate director. He is the former Chief Executive Officer of Viatris, a global healthcare company formed through the merger of Mylan Inc. and Upjohn, a division of Pfizer. During his tenure as CEO from November 2020 to March 2023, Mr. Goettler successfully led the integration of the companies, achieved cost synergies, and developed a growth strategy for Viatris. He also served on the board of Viatris, Inc. from November 2020 to March 2023. Prior to this role, he held various leadership positions at Pfizer Inc., including Group President of the Upjohn Division, Global President of Inflammation & Immunology, and Global President of the Rare Disease Business. Prior to Pfizer, Mr. Goettler held a variety of senior positions at Sanofi Aventis in the U.S. and Japan. Mr. Goettler began his career at Hoechst in Germany. Mr. Goettler holds an MBA from the University of Texas at Austin and a Diplom-Kaufmann in Business from Wissenschaftliche Hochschule für Unternehmensführung. Stock Ownership: • 0 Common Shares — $0 • 30,149 RSUs (comprised of 30,149 unvested RSUs — $151,046) • Total Equity Value at Risk: $0 representing 0% of both the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee Directors and 0% of the annual Board retainer. Mr. Goettler has until July 22, 2030 to achieve the expected minimum equity ownership under such share ownership guidelines. 2025 Meeting Attendance:(1) • Board: 2/2 • Science & Technology Committee: 1/1 • Talent & Compensation Committee: 1/1 Qualifications: | | | THE BOARD HAS DETERMINED THAT MR. GOETTLER’S EXTENSIVE MANAGEMENT EXPERIENCE AND DEMONSTRATED LEADERSHIP ACROSS MULTINATIONAL PHARMACEUTICAL ORGANIZATIONS PROVIDE STRATEGIC AND OPERATIONAL EXPERTISE THAT QUALIFY HIM TO SERVE AS A MEMBER OF THE BOARD AND THE COMMITTEES ON WHICH HE SERVES. |

  9. NOMINEES FOR ELECTION TO THE BOARD

    | 1 | Mr. Goettler was appointed to the Board, Science and Technology Committee and Talent & Compensation Committee on July 22, 2025, and his attendance is based on meetings held after that date. |

  10. NOMINEES FOR ELECTION TO THE BOARD

    | Bausch Health Companies Inc. | 8 | 2026 Proxy Statement |

  11. NOMINEES FOR ELECTION TO THE BOARD

    | Sarah B. Kavanagh Age: 69 Ontario, Canada Director Since: 2016 Independent Committees: • Audit & Risk Committee • Nominating & Corporate Governance Committee | Ms. Kavanagh is currently a corporate director. 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 multinational bank in New York. Ms. Kavanagh has served on the board of directors of Bausch + Lomb Corporation, a publicly traded eye health company, since May 2022. Ms. Kavanagh previously served as a director of Hudbay Minerals Inc., a publicly traded Canadian mining corporation, from June 2013 to May 2024, and a member of the board of trustees of WPT Industrial REIT, a publicly traded open-ended real estate investment trust, from March 2013 to October 2021. Ms. Kavanagh graduated from Harvard Business School with an MBA and received a Bachelor of Arts degree in Economics from Williams College. Stock Ownership: • 0 Common Shares — $0 • 236,359 RSUs (comprised of 182,012 vested RSUs — $911,880 and 54,347 unvested RSUs — $272,278) • Total Equity Value at Risk: $911,880, representing 182% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee Directors and 912% of the annual Board retainer. 2025 Meeting Attendance:(1) • Board: 9/9 • Audit & Risk Committee: 8/8 • Finance & Transactions Committee: 3/3 • Nominating & Corporate Governance Committee: 3/3 Qualifications: | | | THE BOARD HAS DETERMINED THAT MS. KAVANAGH’S EXTENSIVE EXPERIENCE WITH COMPLEX FINANCIAL AND CAPITAL MARKET ISSUES AT VARIOUS BANKING INSTITUTIONS, AND HER IN-DEPTH KNOWLEDGE OF FINANCIAL AND OPERATIONAL MATTERS QUALIFY HER TO SERVE AS A MEMBER OF THE BOARD AND THE COMMITTEES ON WHICH SHE SERVES. |

  12. NOMINEES FOR ELECTION TO THE BOARD

    | 1 | Ms. Kavanagh was appointed to the Nominating & Corporate Governance Committee on April 22, 2025, and her attendance is based on meetings held after that date. |

  13. NOMINEES FOR ELECTION TO THE BOARD

    | Bausch Health Companies Inc. | 9 | 2026 Proxy Statement |

  14. NOMINEES FOR ELECTION TO THE BOARD

    | Frank D. Lee Age: 58 California, USA Director Since: 2024 Independent Committees: • Nominating & Corporate Governance Committee • Science & Technology Committee • Talent & Compensation Committee | Mr. Lee is the Chief Executive Officer and member of the Board of Pacira BioSciences, Inc., a publicly traded pharmaceutical company targeting non-opioid pain management and regenerative health solutions, since January 2024. Prior to joining Pacira, he served as Chief Executive Officer of Forma Therapeutics Inc., a publicly traded biopharmaceutical company focused on rare hematologic diseases and cancers, from March 2019 until its acquisition by Novo Nordisk in October 2022. During his tenure at Forma, Mr. Lee transformed the organization from an early-stage drug discovery company into one focused on the clinical development of lead assets in rare hematologic disorders and cancer. Prior to Forma, Mr. Lee served as Senior Vice President, Global Product Strategy and Therapeutic Area Head for Immunology, Ophthalmology and Infectious Diseases at Genentech, Inc., a member of the Roche Group. Mr. Lee’s 13-year tenure at Genentech included leadership positions of increasing scope and responsibility focused on delivering transformative medicines to patients and driving the growth of multiple in oncology, immunology and ophthalmology products to blockbuster/multi-blockbuster status. Prior to Genentech, Mr. Lee spent approximately 13 years across Novartis, Janssen and Eli Lilly. He received a Bachelor of Science degree in Chemical Engineering from Vanderbilt University and an MBA from the Wharton Graduate School of Business. Mr. Lee previously served as director of Bolt Biotherapeutics, a publicly traded biotechnology company targeting immunotherapies, from November 2021 to September 2024, and currently serves an as Advisor to Lightstone Ventures, a venture capital firm focused on medical devices and biopharmaceuticals, since January 2023. Stock Ownership: • 19,448 Common Shares — $97,434 • 54,347 RSUs (comprised of 54,347 unvested RSUs — $272,278) • Total Equity Value at Risk: $97,434 representing 19% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee Directors and 97% of the annual Board retainer. Mr. Lee has until May 14, 2029 to achieve the expected minimum equity ownership under such share ownership guidelines. 2025 Meeting Attendance:(1) • Board: 9/9 • Nominating & Corporate Governance Committee: 3/3 • Science & Technology Committee: 3/3 • Talent & Compensation Committee: 3/3 Qualifications: | | | THE BOARD HAS DETERMINED THAT MR. LEE’S EXTENSIVE EXPERIENCE IN THE PHARMACEUTICAL INDUSTRY AND HIS SUCCESS IN GLOBAL PRODUCT DEVELOPMENT AND COMMERCIALIZATION QUALIFY HIM TO SERVE AS A MEMBER OF THE BOARD AND THE COMMITTEES ON WHICH HE SERVES. |

  15. NOMINEES FOR ELECTION TO THE BOARD

    | 1 | Mr. Lee was appointed to the Nominating & Corporate Governance Committee on April 22, 2025, and his attendance is based on meetings held after that date. |

  16. NOMINEES FOR ELECTION TO THE BOARD

    | Bausch Health Companies Inc. | 10 | 2026 Proxy Statement |

  17. NOMINEES FOR ELECTION TO THE BOARD

    | Sandra Leung Age: 65 Connecticut, USA Director Since: 2025 Independent Committees: • Audit & Risk Committee • Nominating & Corporate Governance Committee (Chair) | Ms. Leung is currently a corporate director. She brings over three decades of legal and executive experience, having served as Executive Vice President and General Counsel at Bristol Myers Squibb Company from December 2014 to May 2025. Prior to this role, she held various positions within the company, including Senior Vice President and General Counsel, as well as Corporate Secretary. Ms. Leung began her career as an Assistant District Attorney in the New York County District Attorney’s Office. Ms. Leung has been recognized for her exceptional leadership and contributions to the legal profession, receiving numerous awards including the Executive of the Year Award from the IPO Education Foundation in 2023 and the Excellence in Corporate Practice Award from the Association of Corporate Counsel in 2013. She has also served on the board of Mead Johnson Nutrition Company in 2009. Ms. Leung holds a Juris Doctor from Boston College Law School and a Bachelor of Arts from Tufts University. Stock Ownership: • 0 Common Shares — $0 • 38,408 RSUs (comprised of 8,259 vested RSUs — $41,378, and 30,149 unvested RSUs — $151,046) • Total Equity Value at Risk: $41,378 representing 8% of both the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee Directors and 41% of the annual Board retainer. Ms. Leung has until July 22, 2030 to achieve the expected minimum equity ownership under such share ownership guidelines. 2025 Meeting Attendance:(1) • Board: 2/2 • Audit & Risk Committee: 2/2 • Nominating & Corporate Governance Committee: 1/1 Qualifications: | | | THE BOARD HAS DETERMINED THAT MS. LEUNG’S SIGNIFICANT LEGAL AND EXECUTIVE EXPERIENCE PROVIDES VALUABLE GOVERNANCE AND STRATEGIC EXPERTISE AND QUALIFIES HER TO SERVE AS A MEMBER OF THE BOARD AND THE COMMITTEES ON WHICH SHE SERVES. |

  18. NOMINEES FOR ELECTION TO THE BOARD

    | 1 | Ms. Leung was appointed to the Board and the Nominating & Corporate Governance Committee on July 22, 2025, and appointed to the Audit & Risk Committee on August 18, 2025, her attendance is based on meetings held after those dates. |

  19. NOMINEES FOR ELECTION TO THE BOARD

    | Bausch Health Companies Inc. | 11 | 2026 Proxy Statement |

  20. NOMINEES FOR ELECTION TO THE BOARD

    | John A. Paulson Age: 70 Florida, USA Director Since: 2017(1) Independent Chairperson of the Board | Mr. Paulson currently serves as our Non-Executive Chairperson. Mr. Paulson is the President and Portfolio Manager of Paulson Capital Inc., a private investment management firm specializing in global mergers, event arbitrage and credit strategies. He previously served as President and Portfolio Manager of Paulson & Co. Inc., which he founded in 1994. Prior to forming Paulson & Co., Mr. Paulson served as a Partner of Gruss Partners and a Managing Director in mergers and acquisitions at Bear Stearns. Mr. Paulson has served on the board of directors of Bausch + Lomb Corporation, a publicly traded eye health company, since May 2022. He also serves as a director of Acadian Asset Management Inc. (formerly BrightSphere Investment Group Inc.), a publicly traded asset management holding company, since November 2018, and has served as Chairman since April 2020. Mr. Paulson also serves as Chairman of the boards and as majority owner of Steinway Musical Instruments, Inc. and P.F. Chang’s Holdings, Inc. In addition, he serves as a director of the Princess Grace Foundation, the Preservation Foundation of Palm Beach and Lawfare Defense Fund Inc., and previously served as a director of American International Group Inc. from May 2016 to June 2017. Mr. Paulson holds a bachelor’s degree in finance from New York University and an MBA from Harvard Business School. Stock Ownership: • 73,256,309 Common Shares(2) — $367,014,108 • 360,120 RSUs (comprised of 305,773 vested RSUs — $1,531,923, and 54,347 unvested RSUs — $272,278) • Total Equity Value at Risk: $368,546,031 representing 73,709% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee Directors and 368,546% of the annual Board retainer. 2025 Meeting Attendance: • Board: 9/9 Qualifications: | | | THE BOARD HAS DETERMINED THAT THE SKILLS AND EXPERTISE THAT MR. PAULSON ACQUIRED FOUNDING AND LEADING PAULSON & CO. INC., INCLUDING HIS IN-DEPTH KNOWLEDGE OF FINANCIAL TRANSACTIONS AND LEADERSHIP ABILITIES, QUALIFY HIM TO SERVE AS A MEMBER OF THE BOARD. |

  21. NOMINEES FOR ELECTION TO THE BOARD

    | 1 | Mr. Paulson rejoined the Board as our Non-Executive Chairperson on June 23, 2022. He previously served on the Board from June 2017 through May 2022. |

  22. NOMINEES FOR ELECTION TO THE BOARD

    | 2 | Mr. Paulson may be deemed to be an indirect beneficial owner of such shares held by investment funds he manages and disclaims beneficial ownership except to the extent of his pecuniary interest therein. See the section titled “Ownership of The Company’s Securities Other – Security Ownership of Certain Beneficial Owners” beginning on page 34 for additional information. This number also includes 220 Common Shares owned indirectly as a Uniform Gift to Minors Act custodian for minor children. |

  23. NOMINEES FOR ELECTION TO THE BOARD

    | Bausch Health Companies Inc. | 12 | 2026 Proxy Statement |

  24. NOMINEES FOR ELECTION TO THE BOARD

    | Robert N. Power Age: 69 Pennsylvania, USA Director Since: 2008 Independent Committees: • Nominating & Corporate Governance • Talent & Compensation Committee (Chair) | Mr. Power has served on the Board since August 2008. He is currently a corporate director. From 2009 to 2011, Mr. Power was a faculty member at The Wharton School of Business, University of Pennsylvania, where he taught multinational marketing. Mr. Power has over 25 years’ experience working in the pharmaceutical and biotechnology industry, which he gained serving in a number of leadership positions with Wyeth from 1985 through 2007, including Director — New Product Development, Managing Director — U.K./Ireland, Vice President — Global Marketing, President — Europe, Middle East, Africa, President — International and Executive Vice President — Global Business Operations. Mr. Power also has completed the Director Professionalism course offered by the National Association of Corporate Directors. Mr. Power has a B.S. in statistics from the State University of New York and an M.S. in biostatistics from the Medical College of Virginia- Virginia Commonwealth University. Stock Ownership: • 6,601 Common Shares — $33,071 • 248,122 RSUs (comprised of 193,775 vested RSUs — $970,813 and 54,347 unvested RSUs — $272,278) • Total Equity Value at Risk: $1,003,884 representing 201% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee Directors and 1063% of the annual Board retainer. 2025 Meeting Attendance: • Board: 9/9 • Nominating & Corporate Governance Committee: 7/7 • Talent & Compensation Committee: 3/3 Qualifications: | | | THE BOARD HAS DETERMINED THAT MR. POWER’S EXTENSIVE PHARMACEUTICAL AND INTERNATIONAL EXPERIENCE, TOGETHER WITH HIS LEADERSHIP IN MANAGEMENT, STRATEGIC PLANNING, AND LARGE-SCALE OPERATIONS, PROVIDE VALUABLE EXPERTISE AND QUALIFY HIM TO SERVE AS A MEMBER OF THE BOARD AND THE COMMITTEES ON WHICH HE SERVES. |

  25. NOMINEES FOR ELECTION TO THE BOARD

    | Bausch Health Companies Inc. | 13 | 2026 Proxy Statement |

  26. NOMINEES FOR ELECTION TO THE BOARD

    | Eiry W. Roberts, M.D Age: 62 California, USA New Director Nominee Independent Committees: • Science & Technology Committee (Chair)(1) | Dr. Roberts currently serves as a strategic advisor to the CEO of Neurocrine Biosciences, Inc., a role she has held since June 2025. She previously served as the Chief Medical Officer of Neurocrine Biosciences, Inc. She has extensive pharmaceutical drug development experience spanning multiple therapeutic areas and all phases of development from research through commercialization. Prior to Neurocrine, Dr. Roberts spent 26 years at Eli Lilly, during which she advanced through various senior and executive roles, concluding her tenure as Vice President in Research & Development. During her industry career, she has served as the chair of R&D portfolio management, medical review and safety committees. Dr. Roberts has served on the board of directors of Amicus Therapeutics, Inc., a publicly traded biotechnology company focused on the development and commercialization of therapies for rare diseases, since June 2021. She previously served as an Adjunct Professor of Medicine at Indiana University, Department of Clinical Pharmacology. Dr. Roberts formerly served on the Springboard Ventures Steering Committee and was a member of the Indiana Health Forum. She also previously served on the boards of the Indianapolis Children’s Choir and the St. Richard’s Episcopal School Board of Trustees. Dr. Roberts is an M.D. trained in pharmacology and medicine in the United Kingdom, qualifying from the University of London. She continued her post-graduate clinical training in clinical pharmacology and cardiology at St. Bartholomew’s Hospital and Royal London Hospital. Stock Ownership: • 0 Common Shares — $0 • 0 RSUs • Total Equity Value at Risk: $0 representing 0% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee Directors and 0% of the annual Board retainer. Dr. Roberts has until May 19, 2031 to achieve the expected minimum equity ownership under such share ownership guidelines. Qualifications: | | | THE BOARD HAS DETERMINED THAT DR. ROBERTS’ EXTENSIVE PHARMACEUTICAL INDUSTRY EXPERIENCE, INCLUDING EXPERIENCE IN PHARMACEUTICAL DRUG DEVELOPMENT, REGULATORY AFFAIRS, PRICING AND ACCESS, AND HER LEADERSHIP AS A CHIEF MEDICAL OFFICER, QUALIFIES HER TO SERVE AS A MEMBER OF THE BOARD AND ANY COMMITTEES ON WHICH SHE IS EXPECTED TO SERVE. |

  27. NOMINEES FOR ELECTION TO THE BOARD

    | 1 | Subject to the election of Dr. Roberts, the Board expects that Dr. Roberts will serve as the Chairperson of the Science and Technology Committee. |

  28. NOMINEES FOR ELECTION TO THE BOARD

    | Bausch Health Companies Inc. | 14 | 2026 Proxy Statement |

  29. NOMINEES FOR ELECTION TO THE BOARD

    | Amy B. Wechsler, M.D. Age: 56 New York, USA Director Since: 2016 Independent Committees: • Science & Technology Committee • Talent & Compensation Committee | Dr. Wechsler is the co-founder of Spotless, Inc., a skincare company, and a practicing dermatologist at Dr. Amy Wechsler Dermatology, which she founded in 2005. She is one of the few physicians in the United States board-certified in both dermatology and psychiatry. In addition to serving her patients, Dr. Wechsler serves as an advisor for Chanel Skin Care, and is a certified trainer and Key Opinion Leader Speaker, qualified to teach physicians and other medical professionals in the use of various dermatological products. Dr. Wechsler graduated magna cum laude, Phi Beta Kappa with a Bachelor of Science degree in Psychology from Duke University. She earned an M.D. with honors from Cornell University Medical College. After completing her residency in psychiatry at Payne Whitney Clinic — The New York Presbyterian Hospital, she stayed to do her fellowship in child and adolescent psychiatry. Fascinated by the fundamental connection between the mind and body, Dr. Wechsler completed her residency in dermatology at SUNY Downstate Medical Center. Her hospital appointments include Assistant Clinical Professor in Dermatology, SUNY Downstate Medical Center, and Adjunct Assistant Clinical Professor in Psychiatry at Weill Cornell Medical College. Dr. Wechsler earned a Master of Business Administration with honors from Columbia Business School in May 2024. Dr. Wechsler is the author of The Mind-Beauty Connection, published by Simon & Schuster in 2008. Dr. Wechsler is an active member of several medical professional organizations, including the American Academy of Dermatology, the American Psychiatric Association, the American Academy of Child and Adolescent Psychiatry, the Independent Doctors of New York, The Physicians Scientific Society, and The Skin Cancer Foundation. Dr. Wechsler previously served as a director of Galecto, Inc., a clinical-stage biotechnology company, from October 2024 through November 2025. Stock Ownership: • 106,597 Common Shares —$534,051 • 159,844 RSUs (comprised of 105,497 vested RSUs — $528,540 and 54,347 unvested RSUs — $272,278) • Total Equity Value at Risk: $1,062,591 representing 213% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee Directors and 1,063% of the annual Board retainer. 2025 Meeting Attendance: • Board: 9/9 • Science & Technology Committee: 3/3 • Talent & Compensation Committee: 3/3 Qualifications: | | | THE BOARD HAS DETERMINED THAT DR. WECHSLER’S EXTENSIVE EXPERIENCE AS A BOARD-CERTIFIED DERMATOLOGIST AND PSYCHIATRIST ALONG WITH HER INSIGHT INTO THE MEDICAL FIELD AND PHARMACEUTICAL INDUSTRY QUALIFY HER TO SERVE AS A MEMBER OF THE BOARD AND THE COMMITTEES ON WHICH SHE SERVES. |

  30. NOMINEES FOR ELECTION TO THE BOARD

    | Bausch Health Companies Inc. | 15 | 2026 Proxy Statement |

  31. Our Compensation Philosophy

    | • | aligning compensation with company performance and shareholder value creation with equity compensation awards. |

  32. Our Compensation Philosophy

    In allocating between short-term and long-term incentive compensation, the Talent and Compensation Committee seeks to establish a balance between rewarding past performance and recognizing potential future contributions. In that respect, the Talent and Compensation Committee designs our annual incentive program to reward executives for the achievement of pre-determined financial targets and strategic priorities, and it grants equity awards under our long-term incentive program to provide an opportunity for additional compensation based on delivering on our long-term performance and shareholder value creation. The compensation provided to our NEOs is primarily performance-based. In 2025, 91% of our CEO’s and 81%, on average, of our other NEOs’ target compensation opportunity was at-risk variable incentive compensation.

  33. What We Do

    | • | Holding requirements — Our CEO and NEOs are required to hold 50% of their net shares that vest under our long-term incentive plans until they satisfy our Share Ownership Guidelines. |

  34. What We Do

    | • | Capped award payouts — We set maximum award levels under our annual and long-term incentive program, with award payouts capped at 200%. |

  35. What We Do

    | • | Double trigger acceleration following a change in control — No unvested equity awards accelerate on a “single-trigger” basis in connection with a change in control. Instead, unvested equity awards accelerate on a “double-trigger” basis upon a qualifying termination of employment in connection with a change in control. |

  36. What We Do

    | • | Limited severance — Our severance arrangements provide a cash severance payment as follows: for our NEOs (other than our CEO), a cash severance payment equal to one times annual base salary (one and a half times through December 31, 2025 as shown in the Potential Payments upon Termination and Change in Control table below) and annual target incentive and two times in the event of termination following a change in control; and for our CEO, a cash severance payment of two times annual base salary and annual target incentive, including in the event of termination following a change in control. |

  37. What We Do

    | • | Independent compensation consultant — The Talent and Compensation Committee has engaged an independent compensation consultant to provide advice on our executive and director compensation matters. |

  38. What We Do

    | • | Performance-based equity — We grant performance share units (“PSUs”) with rigorous performance goals (Adjusted Operating Cash Flow and relative Total Shareholder Return), which align the interests of our executives with our shareholders. |

  39. What We Do

    | • | Limit on non-employee director compensation — We have a shareholder-approved cap of $750,000 on the aggregate annual compensation paid to each of our non-employee directors for their service on the Board and committees (including both cash and equity-based compensation). |

  40. What We Don’t Do

    | • | No repricing of underwater options — Repricing of stock options is expressly prohibited by the Amended and Restated 2014 Omnibus Incentive Plan (the “2014 Plan”). |

  41. What We Don’t Do

    | • | No excise tax gross-ups — We will not gross-up any excise tax that may be triggered as a result of a severance payment under Section 280G and 4999 of the Internal Revenue Code of 1986. |

  42. What We Don’t Do

    | • | No single trigger vesting or payments — We do not provide for “single trigger” equity award vesting or other “single trigger” payments or benefits upon a change in control. |

  43. What We Don’t Do

    | • | No dividend or dividend equivalents on unearned incentive awards. |

  44. What We Don’t Do

    | • | No counting Stock Options or Performance Share Unit Awards toward Share Ownership Guidelines — We do not count stock options or Performance Share Unit awards toward Share Ownership Guidelines. Common Shares and unvested time-based RSUs are included in the calculation of share ownership. |

  45. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant In 2025, the Talent and Compensation Committee again engaged the services of Pay Governance as its independent consultant to provide advice on executive and director compensation matters. Pay Governance reported directly to the Talent and Compensation Committee, which instructed Pay Governance to give it objective advice and without influence by management, and to provide such advice for the benefit of the Board and our shareholders. Pay Governance did not provide any other services in 2025. The Talent and Compensation Committee has evaluated Pay Governance’s independence by considering the requirements adopted by the NYSE and the SEC and has determined that no conflict of interest exists.

  46. Role of the Independent Compensation Consultant

    | Bausch Health Companies Inc. | 40 | 2026 Proxy Statement |

  47. Peer Group

    Peer Group Each year, the Talent and Compensation Committee reviews its peer group to determine if any changes should be made in order to ensure our peers reflect the businesses in which we compete for talent, and include relevant comparators, such as industry, business focus, and revenue. In July 2025, the Talent and Compensation Committee reviewed the recommendation of its independent compensation consultant, Pay Governance, and removed Catalent because it was acquired in December 2024 and added one new company, Zimmer Biomet. When evaluating potential peers, the Talent and Compensation Committee focused on companies in the pharmaceutical, biotechnology, healthcare equipment and healthcare supplies sectors, with particular focus on pharmaceutical companies, and considered the amount of revenue achieved by the companies in order to include companies of similar size. After the review, the Talent and Compensation Committee approved the following peer companies for 2025:

  48. Peer Group

    | Biogen Inc. [BIIB] | Perrigo Company plc [PRGO] | | BioMarin Pharmaceutical Inc. [BMRN] | Steris plc [STE] | | Elanco Animal Health Incorporated [ELAN] | Teva Pharmaceutical Industries Limited [TEVA] | | Hologic, Inc. [HOLX] | United Therapeutics Corporation [UTHR] | | Incyte Corporation [INCY] | Viatris Inc. [VTRS] | | Jazz Pharmaceuticals plc [JAZZ] | Zimmer Biomet Holdings Inc. [ZBH] | | Organon & Co. [OGN] | |

  49. Peer Group

    In 2026, the Talent and Compensation Committee will review this peer group to determine if any changes should be made. Because we hire executives largely from within the pharmaceutical, medical device, and healthcare technology industries, we use data from this peer group to benchmark pay levels, as well as pay practices. In addition to proxy data for the above companies, the Talent and Compensation Committee also utilizes Willis Towers Watson’s Pharmaceuticals and Health Sciences Survey to supplement this data both in terms of pay levels as well as pay practices. The Talent and Compensation Committee references the median of the market data as a guide when making decisions. Market data is one element that the Talent and Compensation Committee uses to make pay decisions. Multiple factors are considered in determining total compensation opportunity, including the executive’s role and responsibility, the executive’s past performance, internal equity, and expected contributions and experience in the role.

  50. Key Components of Our Executive Compensation Program

    | Component | Form | Objective | | Base Salary | Fixed - Cash | To attract and retain top performing executives, we provide base salaries that are competitive to the external market and recognize the contributions, experience, skills and responsibilities of our executives. | | Annual Incentives | Variable - Cash | To align executive pay to annual achievement of certain financial targets and strategic priorities, we provide annual incentive bonuses that are paid based on the company’s achievement of objective annual financial performance metrics and strategic priorities. | | Long-Term Incentives | Variable - Equity | To align executive pay with long-term company performance and shareholder value and to retain our executives, we grant equity-based awards that provide an opportunity for additional compensation based on delivering on our long-term performance and shareholder value creation. |

  51. Annual Incentive Program

    Annual Incentive Program Our 2025 Annual Incentive Program (the “2025 AIP”) provided an opportunity for the NEOs, to earn an annual incentive bonus, paid in cash, based on the achievement of certain financial targets and strategic priorities.

  52. 2025 Annual Incentive Program Opportunity

    2025 Annual Incentive Program Opportunity The NEOs annual incentive target for 2025, as a percentage of base salary, are as follows:

  53. 2025 Annual Incentive Program Opportunity

    | NEO | Incentive Target | | Thomas J. Appio | 150% | | Jean-Jacques Charhon | 75% | | Seana Carson | 75% | | Aimee J. Lenar | 75% |

  54. 2025 AIP Design

    2025 AIP Design For our senior executives, including our current NEOs, the 2025 AIP is based on our performance against pre-established financial targets and strategic priorities approved by the Talent and Compensation Committee. Performance against financial targets makes up 75% of the total payout, while performance against strategic priorities makes up 25% of the total payout. We utilize Adjusted EBITDA and Revenue as the two financial objectives under our AIP because these are key metrics that our investors use to assess our performance. We believe these metrics focus our NEOs on delivering both organic growth, as well as the Company’s bottom line for our shareholders. The Company’s strategic priorities are intended to focus the organization on the key initiatives that will drive shareholder value over time.

  55. 2025 AIP Design

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  56. 2025 AIP Design

    For Messrs. Appio and Charhon and Ms. Carson, who in their roles focus on the overall performance of the Company, Company financial objectives make up 75% of their total AIP payout, based on achievement of Adjusted EBITDA (weighted 60%) and Revenue (weighted 40%) performance goals. The Company’s strategic priorities comprise the remaining 25% of their payout. For Ms. Lenar, who, in her role is focused on both the overall performance of the Company as well as the performance of the US Pharma business which she leads, her total AIP payout is comprised of the following components: (i) Company financial objectives that make up 25% of her total AIP payout, based on achievement of Adjusted EBITDA (weighted 60%) and Revenue (weighted 40%) performance goals; (ii) US Pharma business financial objectives that make up 50% of her total AIP payout, based on achievement of Adjusted EBITA(1) (weighted 60%) and Revenue (weighted 40%) performance goals; and (iii) Company strategic priority objectives that make up the remaining 25% of her AIP payout. The Talent and Compensation Committee determines whether the financial objectives and strategic priorities have been achieved. In addition, it retains the ability to reduce or eliminate payouts for individual executives, including NEOs, even if financial metrics and strategic priorities are met, as well as to increase payouts based on individual performance. In making these decisions, the Talent and Compensation Committee may consider factors such as the performance of the individual executive against their individual objectives in support of strategic priorities or additional financial metrics applicable to the business or functional area for which the NEO is responsible.

  57. 2025 AIP Financial Objectives

    2025 AIP Financial Objectives In the beginning of 2025, the Board approved the Company’s budget for the fiscal year 2025, including Adjusted EBITDA and Revenue targets. The same financial metrics were reviewed and approved by the Talent and Compensation Committee to determine achievement under the 2025 AIP. For our NEOs, the 2025 financial targets, which reflect increases from both the 2024 financial targets and 2024 actual results, are based on attaining budget (to receive a payout at target) or stretch targets (to receive a payout above target) for Adjusted EBITDA and Revenue, as in the following table. There is no payout for achievement below threshold and payments are capped at 200%.

  58. 2025 AIP Financial Objectives

    | Financial Metric | Weighting | Below Threshold | Threshold (1)(2) | Target(1)(2) | Stretch(1)(2) | Actual(1)(2) | Achieved(1)(2) | Payout(1)(2) | | | | <90% achievement 0% payout | 90% achievement 50% payout | 100% achievement 100% payout | 120% achievement 200% payout | | | | | Adjusted EBITDA | 60% | <$2,387M | $2,387M | $2,652M | $3,182M | $2,860M | 107.8% | 139.2% | | Revenue | 40% | <$4,581M | $4,581M | $5,090M | $6,108M | $5,088M | 99.9% | 99.8% | | | | | | | | | | 123.0% |

  59. 2025 AIP Financial Objectives

    | (1) The Financial targets and the actual results under the 2025 AIP were determined without reference to, and do not reflect in the table above, the financial performance of B+L. |

  60. 2025 AIP Financial Objectives

    | (2) In determining the 2025 financial targets and actual results under the 2025 AIP, the Talent and Compensation Committee reviewed and approved certain equitable adjustments to the Adjusted EBITDA and Revenue results for certain external factors outside of management’s control. The adjustments were the same for all similarly situated participants, including our NEOs. The Talent and Compensation Committee made the following adjustments for (i) foreign currency exchange, and (ii) an acquired in-process research and development charge from a non-recurring accounting impact arising solely from an acquisition which impacted Adjusted EBITDA. |

  61. 2025 AIP Financial Objectives

    | 1 | Adjusted earnings before interest, taxes and amortization (“Adjusted EBITA”) is a non-GAAP financial measure that may not be comparable to similar measures used by other companies. |

  62. 2025 AIP Financial Objectives

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  63. 2025 AIP Financial Objectives

    | | Actual | Adjustments | Adjusted Actual | | Adjusted EBITDA | $2,798M | $62M | $2,860M | | Revenue | $5,165M | ($77M) | $5,088M |

  64. 2025 AIP Financial Objectives

    These adjustments resulted in a 4.0% increase on the payout for the 2025 Company financial objectives portion of the 2025 AIP. The Compensation Committee believes that these equitable adjustments are consistent with our compensation philosophy and were appropriate to equitably account for these unforeseen factors outside management’s control. The above stated actual results for these metrics utilized under 2025 AIP are different than the Adjusted EBITDA and Revenue measures used by us for other purposes including as described on page 37 or otherwise used in our Annual Report on Form 10-K and our earnings materials as applicable. Our Net income, excluding B+L, was $472 million, our Adjusted EBITDA was $2,798 million and our Revenue was $5,165 million. Based on the foregoing results, the Talent and Compensation Committee certified that the total payout based on the Company’s Adjusted EBITDA and Revenue was 123% for all NEOs. As described above, this payout percentage makes up 75% of the total payout for Messrs. Appio and Charhon and Ms. Carson and 25% of the total payout for Ms. Lenar. For Ms. Lenar, as described above, 50% of her total payout under the 2025 AIP was based on the EBITA and Revenue results versus pre-established financial targets for the US Pharma business she leads, which includes our Salix, Neuroscience, Dermatology and Generics businesses. These EBITA and Revenue targets are used solely to assess Ms. Lenar’s performance for purposes of her AIP payout and are a component of the overall Company EBITDA and Revenue described above. These targets are set at the same time and endure the same rigorous process in place for setting the Company financial targets. We measure achievement of threshold performance (achievement of 90% of target for a 50% payout), target performance (achievement of target for a 100% payout) and stretch performance (achievement of 120% of target for a 200% payout) the same way that we measure the Company financial objectives under the AIP. There is no payout for achievement below threshold and payments are capped at 200%. Based on a review of the combined financial results (EBITA and Revenue) of these lines of business versus the pre-established targets, the Talent and Compensation Committee determined that the actual payout for this component of Ms. Lenar’s total AIP for 2025 was 128% of target.

  65. 2025 Strategic Priorities

    | Strategic Priority | Weighting | Payout | | Drive culture of accountability and be results oriented | 20% | 120% | | Deliver on commitments of Revenue, EBITDA and Cash | 20% | 140% | | Execute with operational excellence and cost mindset | 20% | 130% | | Intensify R&D focus and business development | 20% | 125% | | Focus on progressing value creation | 20% | 160% | | | Total | 135% |

  66. 2025 Annual Incentive Program Payouts

    2025 Annual Incentive Program Payouts Based on the achievement of the applicable financial performance metrics and the strategic priorities for 2025, the total payouts approved by the Talent and Compensation Committee for Messrs. Appio and Charhon and Mses. Carson and Lenar under the 2025 AIP were as follows:

  67. 2025 Annual Incentive Program Payouts

    | NEO | Incentive Target | Bonus Payout | Bonus Payout as Percentage of Target | | Thomas J. Appio | $1,854,000 | $2,336,000 | 126% | | Jean-Jacques Charhon | $525,000 | $661,500 | 126% | | Seana Carson | $487,500 | $614,250 | 126% | | Aimee J. Lenar | $487,500 | $628,880 | 129% |

  68. Long-Term Incentive Program

    Long-Term Incentive Program The Talent and Compensation Committee believes that our executive compensation program should emphasize pay-for-performance and deliver a significant portion of our NEOs’ compensation in the form of long-term equity incentive awards that align our NEOs’ interests with company performance and shareholder value creation.

  69. 2025 Equity Awards

    2025 Equity Awards For 2025 the Talent and Compensation Committee approved the 2025 annual equity awards to our NEOs with the following approximate values.

  70. 2025 Equity Awards

    | NEO | Approved Value(1) | | Thomas J. Appio | $11,000,000 | | Jean-Jacques Charhon | $3,000,000 | | Seana Carson | $2,500,000 | | Aimee Lenar | $1,700,000(2) |

  71. 2025 Equity Awards

    | (1) The approved value shown here may differ from the grant date fair value shown in the applicable compensation tables because of the accounting methodology required in those tables. |

  72. 2025 Equity Awards

    | (2) Includes an award of RSUs with a grant date fair market value of $200,0000, which was awarded in July 2025 when Ms. Lenar assumed leadership of the Company’s Dermatology business. |

  73. 2025 Equity Awards

    For 2025, Mr. Appio received an annual equity award granted 60% in the form of PSUs and 40% in the form of time-based RSUs. All other NEOs received their annual equity award 50% in the form of PSUs and 50% in the form of time-based RSUs. The PSUs granted in 2025 are eligible to be earned based on achievement of an Adjusted Operating Cash Flow metric and a Relative Total Shareholder Return (“rTSR”) modifier performance metric.

  74. 2025 PSUs

    2025 PSUs PSUs provide senior executives, including our NEOs, with the right to receive Common Shares at a future date, assuming performance against pre-determined metrics is achieved. For 2025, PSUs were granted subject to the achievement of an Adjusted Operating Cash Flow metric and rTSR modifier performance metric. The Talent and Compensation Committee determined that Adjusted Operating Cash Flow aligns with our priorities of creating flexibility to service debt, manage working capital and improve profitability, and rTSR aligns the program with the interest of shareholders.

  75. 2025 PSUs

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  76. 2025 PSUs

    The 2025 PSU measures Adjusted Operating Cash Flow over three years, from 2025 through 2027. The final payout will be calculated based on the average annual achievement of three one-year metrics with a three-year rTSR modifier applied. The following Adjusted Operating Cash Flow metric and corresponding payouts were set for the 2025 PSUs, with award payouts capped at 200%.

  77. 2025 PSUs

    | | Below Threshold | Threshold | Target | Stretch | | Achievement | <90% | 90% | 100% | 110% | | Payout | 0% | 50% | 100% | 200% | | Adjusted Operating Cash Flow | $<977M | $977M | $1,085M | $1,194M |

  78. 2025 PSUs

    The Company’s rTSR performance period will be measured for the three years from January 1, 2025 through December 31, 2027, and is measured as compared to the companies in the R1000 Pharmaceutical and Biotechnology and the NYSE ARCA Pharmaceutical Index (the “rTSR Peer Group”). Relative TSR is calculated as the stock price appreciation for the 20 days preceding the beginning of the performance period as compared to the 20 days preceding the end of the performance period, plus dividends and distributions made or declared (assuming such dividends or distributions are reinvested in the Common Shares of the Company) during the performance period. For 2025 PSUs, the rTSR modifier was as follows:

  79. 2025 PSUs

    | | rTSR | Modifier | | Threshold | <=25th | -25% | | Target | 50th | 100% | | Maximum | >=75th | +25% |

  80. 2025 PSUs

    For each one percentile increase between the 50th and 75th percentiles the modifier is increased by 1% and for each one percentile decrease between the 50th and 25th percentile the modifier is decreased by 1%. Final award achievement with modifier applied is capped at 200%.

  81. 2025 RSUs

    2025 RSUs RSUs provide senior executives with the right to receive Common Shares at a future date. The value ultimately received is based on the growth of our Common Share price over time. RSUs vest on each of the first three anniversaries of the grant date, subject to continued employment through such date.

  82. 2023 Performance Shares Unit Vesting

    2023 Performance Shares Unit Vesting On March 2, 2026, the PSUs granted in 2023 to Mr. Appio and Ms. Carson vested based on their continued employment through such vesting date. Mr. Charhon and Ms. Lenar did not receive a 2023 PSU award. The Adjusted Operating Cash Flow (OCF) was measured for each year over three years, from 2023 through 2025. 2023 OCF was achieved at 131%, 2024 OCF was achieved at 200%, and 2025 OCF was achieved at 200%. The average of these three years resulted in a Final OCF achievement of 177%. The Company’s rTSR performance period was measured for the three-year period of January 1, 2023 through December 31, 2025, compared to the companies in the rTSR Peer Group. The Company’s rTSR was at the 31.7 percentile. Accordingly, the Talent and Compensation Committee applied the rTSR modifier to reduce the Final OCF achievement by 18% for a Final 2023 PSU Achievement of 145% resulting in the earnout of 1,137,862 PSUs for Mr. Appio and 137,922 PSUs for Ms. Carson. As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2026, the Talent and Compensation Committee took actions to provide that such earned PSUs would be paid in cash rather than stock upon vesting based on the closing price of the Company common stock on the vesting date, which was $5.95 per share.

  83. 2023 Performance Shares Unit Vesting

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  84. 2023 Performance Shares Unit Vesting

    In determining the 2023 and 2025 OCF results, the Talent and Compensation Committee reviewed and approved certain equitable adjustments to the OCF results for certain factors outside of management’s control. The adjustments were the same for all similarly situated participants, including our NEOs. The Talent and Compensation Committee made the following adjustments: (i) the 2023 OCF was adjusted for a one-time revenue recognition adjustment, and (ii) 2025 OCF was adjusted for unplanned interest due to debt financing. No adjustments were made to the 2024 OCF.

  85. 2023 Performance Shares Unit Vesting

    | | Actual | Payout Factor | Adjustments | Adjusted Actual | Adjusted Payout Factor | | 2023 | $708M | 189% | ($38M) | $670M | 131% | | 2024 | $1,308M | 200% | $— | $1,308M | 200% | | 2025 | $1,191M | 197% | $179M | $1,370M | 200% | | Average Achievement | | 195% | | | 177% |

  86. 2023 Performance Shares Unit Vesting

    These adjustments resulted in an 18% decrease on the three-year average achievement of OCF and a 15% decrease on the Final 2023 PSU Achievement. The Compensation Committee believes that these equitable adjustments are consistent with our compensation philosophy and were appropriate to equitably account for these unforeseen factors outside management’s control.

  87. 2026 Long-Term Incentive Program

    2026 Long-Term Incentive Program The Talent and Compensation Committee once again decided to grant our CEO’s annual equity compensation awards 60% in the form of PSUs and 40% in the form of RSUs, and for other NEOs annual equity compensation awards 50% in the form of PSUs and 50% in the form of RSUs. The Talent and Compensation Committee believes this aligns the shareholder interests and the long-term compensation program for our NEOs. For the 2026 PSUs the Talent and Compensation Committee determined to change the PSU metric from Adjusted Operating Cash Flow to Adjusted Unlevered Free Cash Flow(1). The Talent and Compensation Committee determined that Adjusted Unlevered Free Cash Flow aligns with our priorities of creating flexibility to service debt, manage working capital and improve profitability while removing the volatility associated with interest expense. The Talent and Compensation Committee continues measuring PSUs using a balanced approach, measuring performance based on the achievement of an Adjusted Unlevered Free Cash Flow metric and a rTSR modifier performance metric.

  88. B+L Separation Bonus Opportunity

    B+L Separation Bonus Opportunity As previously disclosed, in October 2020, the Talent and Compensation Committee approved Mr. Appio’s and Ms. Carson’s eligibility for a performance-based separation bonus (“Separation Bonus”), which requires the achievement of pre-determined milestones related to the B+L separation transaction. Payment is made in cash, with 50% conditioned upon meeting internal readiness criteria for the separation of the two companies and the remaining 50% conditioned upon the successful close of the B+L separation. The first 50% was paid in October 2021. On October 17, 2025, the Talent and Compensation Committee approved an update to the Separation Bonus. Given that it had been 5 years since the Separation Bonuses were awarded and the full separation of B+L had not yet occurred, the Talent and Compensation Committee approved the payment of the second 50% of the Separation Bonus for current employees of the Company or one of its subsidiaries, including $250,000 for Mr. Appio and $50,000 for Ms. Carson, and current employees of Bausch and Lomb or one of its subsidiaries.

  89. Mr. Appio’s Employment Agreement

    Mr. Appio’s Employment Agreement In March 2017, we entered into an employment agreement with Mr. Appio, which was amended in connection with his appointment to CEO effective as of the B+L IPO (the “Appio Agreement”). The initial three-year term of the Appio Agreement commenced on September 1, 2021. The term will continue to automatically renew for successive one-year periods unless either party gives notice of non-renewal. Pursuant to the Appio Agreement, Mr. Appio receives an annual base salary. Ongoing equity grants are recommended to the Board at the discretion of the Talent and Compensation Committee. The consequences of Mr. Appio’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments Upon Termination or Change in Control,” beginning on page 59. Mr. Appio is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for two years following a termination of employment for any reason.

  90. Mr. Appio’s Employment Agreement

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  91. Mr. Charhon’s Employment Agreement

    Mr. Charhon’s Employment Agreement In July 2024, we entered into an employment agreement with Mr. Charhon (the “Charhon Agreement”). The initial three-year term of the Charhon Agreement commenced on August 19, 2024. The term will automatically renew for successive one-year periods unless either party gives notice of non-renewal. Pursuant to the Charhon Agreement, Mr. Charhon receives an annual base salary and a target annual incentive opportunity. Ongoing equity grants are at the sole discretion of the Talent and Compensation Committee. The consequences of Mr. Charhon’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 59. Mr. Charhon is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for one year following a termination of employment for any reason.

  92. Ms. Carson’s Employment Agreement

    Ms. Carson’s Employment Agreement In December 2021, we entered into an employment agreement with Ms. Carson in connection with her appointment as the General Counsel of the Company effective as of the B+L IPO (the “Carson Agreement”). Pursuant to the Carson Agreement, Ms. Carson receives an annual base salary and a target annual incentive opportunity. Ongoing equity grants are at the sole discretion of the Talent and Compensation Committee. The consequences of Ms. Carson’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments Upon Termination or Change in Control,” beginning on page 59. Ms. Carson is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during her employment and for one year following termination of employment for any reason.

  93. Ms. Lenar’s Employment Agreement

    Ms. Lenar’s Employment Agreement In June 2024, we entered into an employment agreement with Ms. Lenar (the “Lenar Agreement”). The initial three-year term of the Lenar Agreement commenced on July 15, 2024. The term will automatically renew for successive one-year periods unless either party gives notice of non-renewal. Pursuant to the Lenar Agreement, Ms. Lenar receives an annual base salary and a target annual incentive opportunity. Ongoing equity grants are at the sole discretion of the Talent and Compensation Committee. The consequences of Ms. Lenar’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 59. Ms. Lenar is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for one year following a termination of employment for any reason.

  94. Equity Grant Practices

    Equity Grant Practices We have the following practices regarding equity compensation grants:

  95. Equity Grant Practices

    | • | It is the Talent and Compensation Committee’s policy to grant 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. At the Talent and Compensation Committee meeting, the Talent and Compensation Committee approves each NEO’s equity award, and, with respect to the CEO’s equity award, recommends approval to the full Board. |

  96. Equity Grant Practices

    | • | 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. |

  97. Equity Grant Practices

    | • | Equity award accounting complies with GAAP in the United States and is transparently disclosed in our SEC filings. |

  98. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table sets forth the annual and long-term compensation awarded to or paid to the NEOs for services rendered to Bausch Health in all capacities during the years ended December 31, 2025, 2024 and 2023.

  99. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Thomas J. Appio Chief Executive Officer | 2025 | 1,236,000 | 250,000 | 13,032,562 | — | 2,336,000 | 22,764 | 16,877,326 | | | 2024 | 1,226,308 | — | 13,141,574 | — | 1,854,000 | 17,251 | 16,239,133 | | | 2023 | 1,169,231 | — | 13,133,812 | — | 1,545,000 | 30,535 | 15,878,578 | | Jean-Jacques Charhon Executive Vice President, Chief Financial Officer | 2025 | 700,000 | | 3,517,941 | — | 661,500 | 25,634 | 4,905,075 | | | 2024 | 255,769 | 300,000 | 3,526,288 | — | 185,030 | — | 4,267,087 | | Seana Carson(6) Executive Vice President, General Counsel | 2025 | 642,222 | 50,000 | 2,931,613 | | 614,250 | 23,522 | 4,261,607 | | | 2024 | 579,670 | — | 2,950,720 | — | 433,150 | 8,939 | 3,972,479 | | | 2023 | 527,624 | — | 1,885,259 | 399,910 | 333,341 | 11,683 | 3,157,817 | | Aimee J. Lenar Executive Vice President, US Pharma | 2025 | 650,000 | — | 1,958,861 | — | 628,880 | 26,750 | 3,264,491 | | | 2024 | 300,000 | 400,000 | 1,056,657 | — | 227,530 | 2,250 | 1,986,437 |

  100. 2025 SUMMARY COMPENSATION TABLE

    | (1) This column represents the payout of 50% of the B+L separation bonus for Mr. Appio & Ms. Carson, as further described under “B+L Separation Bonus Opportunity” on page 48. The amounts included in the column for 2024 for Mr. Charhon and Ms. Lenar reflect the sign-on bonuses paid to them in 2024 in connection with the commencement of their employment with the Company. |

  101. 2025 SUMMARY COMPENSATION TABLE

    | (2) This column represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for all stock awards granted in 2025. The grant date fair value shown here may differ from the approved value shown in the CD&A because of the accounting methodology required in this table. The grant date fair value of the PSUs granted to the NEOs during 2025 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 2025 and reported in the table above, assuming the highest level of performance conditions will be achieved (200% of target levels), is $16,279,580 for Mr. Appio, $3,699,905 for Mr. Charhon, $3,083,248 for Ms. Carson and $1,849,951 for Ms. Lenar. 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 2025 Annual Report on Form 10-K. |

  102. 2025 SUMMARY COMPENSATION TABLE

    | (3) The amounts reflected in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, using Black-Scholes, excluding the effect of estimated forfeitures for all Stock Option awards granted in 2023. Information regarding the assumptions used to value these awards is set forth in “Note 2 — Significant Accounting Policies” and Note 13 — Share Based Compensation to the audited consolidated financial statements included in the Company’s 2023 Annual Report on Form 10-K. The Company did not grant any Stock Options in 2024 or 2025. |

  103. 2025 SUMMARY COMPENSATION TABLE

    | (4) This column represents the 2025 AIP payouts for Messrs. Appio and Charhon and Mses. Carson and Lenar. For additional details regarding the 2025 AIP, see page 42 under “Key Components of Executive Compensation-Annual Incentive Program”. |

  104. 2025 SUMMARY COMPENSATION TABLE

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  105. 2025 SUMMARY COMPENSATION TABLE

    | (5) For 2025, amounts in this column include: |

  106. 2025 SUMMARY COMPENSATION TABLE

    | NEO | Retirement Plan Contributions ($)(A) | Tax Planning ($)(B) | Tax Reimbursement ($)(C) | Executive Physical(D) | | Appio | 15,750 | 3,500 | 3,514 | — | | Charhon | 14,384 | — | — | 11,250 | | Carson | 12,522 | — | — | 11,000 | | Lenar | 15,750 | — | — | 11,000 |

  107. 2025 SUMMARY COMPENSATION TABLE

    | (A) Amounts shown for Ms. Carson represent Company contributions under the Canadian Retirement Savings Plan and amounts for all other NEOs represent company contributions to the Retirement Savings Plan. |

  108. 2025 SUMMARY COMPENSATION TABLE

    | (B) This amount represents the tax preparation fees paid on Mr. Appio’s behalf and related to Mr. Appio’s prior benefits under the Company’s Expat Program Benefits and pursuant to the Company’s standard policy. |

  109. 2025 SUMMARY COMPENSATION TABLE

    | (C) This amount represents reimbursement related to the taxes on the imputed income from the tax preparation fees paid on Mr. Appio’s behalf. |

  110. 2025 SUMMARY COMPENSATION TABLE

    | (D) This amount represents the value of the executive physical benefit provided to the Company’s executives. |

  111. 2025 SUMMARY COMPENSATION TABLE

    | (6) Ms. Carson is located in Canada, and, while the amounts shown in this table are expressed in U.S. dollars, all of her cash compensation is converted from U.S. dollars and paid to Ms. Carson in Canadian dollars using the spot exchange rates prior to each applicable payment date. |

  112. 2025 SUMMARY COMPENSATION TABLE

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  113. 2025 Grants of Plan-Based Awards

    2025 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, 2025.

  114. 2025 Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value(4) ($) | | Name | Grant Date | Committee Action Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Thomas J. Appio | | | | | | | | | | | | | | 2025 AIP | 2/10/2025 | 2/10/2025 | 927,000 | 1,854,000 | 3,708,000 | | | | | | | | | 2025 RSU | 2/26/2025 | 2/10/2025 | | | | | | | 635,425 | | | 4,892,773 | | 2025 PSU | 2/26/2025 | 2/10/2025 | | | | 357,426 | 953,137 | 1,906,274 | | | | 8,139,789 | | Jean-Jacques Charhon | | | | | | | | | | | | | | 2025 AIP | 2/10/2025 | 2/10/2025 | 262,500 | 525,000 | 1,050,000 | | | | | | | | | 2025 RSU | 2/26/2025 | 2/10/2025 | | | | | | | 216,622 | | | 1,667,989 | | 2025 PSU | 2/26/2025 | 2/10/2025 | | | | 81,233 | 216,622 | 433,244 | | | | 1,849,952 | | Seana Carson | | | | | | | | | | | | | | 2025 AIP | 2/10/2025 | 2/10/2025 | 243,750 | 487,500 | 975,000 | | | | | | | | | 2025 RSU | 2/26/2025 | 2/10/2025 | | | | | | | 180,518 | | | 1,389,989 | | 2025 PSU | 2/26/2025 | 2/10/2025 | | | | 67,694 | 180,518 | 361,036 | | | | 1,541,624 | | Aimee J. Lenar | | | | | | | | | | | | | | 2025 AIP | 2/10/2025 | 2/10/2025 | 243,750 | 487,500 | 975,000 | | | | | | | | | 2025 RSU | 2/26/2025 | 2/10/2025 | | | | | | | 108,311 | | | 833,995 | | 2025 PSU | 2/26/2025 | 2/10/2025 | | | | 40,617 | 108,311 | 216,622 | | | | 924,977 | | 2025 July RSU | 7/17/2025 | 7/17/2025 | | | | | | | 30,847 | | | 199,889 |

  115. 2025 Grants of Plan-Based Awards

    | (1) The 2025 AIP represents the threshold, target, and maximum awards provided for under the 2025 AIP. The actual amount paid for 2025 is included in the Summary Compensation Table on page 54 under the column titled “Non-Equity Incentive Plan Compensation”. |

  116. 2025 Grants of Plan-Based Awards

    | (2) Amounts shown are the threshold, target and maximum number of units that can be distributed under the 2025 PSUs awarded, based on the extent to which the financial metrics (Adjusted Operating Cash Flow and rTSR) are achieved under these awards as further described beginning on page 46. Earned PSUs, if any, can range from 0% to 200% of target. |

  117. 2025 Grants of Plan-Based Awards

    | (3) This column shows the number of RSUs granted in 2025. The 2025 RSUs vest in three equal installments on the first, second and third anniversaries of the grant date assuming continued employment through the applicable vesting dates. |

  118. 2025 Grants of Plan-Based Awards

    | (4) The amounts reflected in this column represent the aggregate grant date fair value of the Company equity awards granted to the NEOs in 2025, computed in accordance with FASB ASC Topic 718 (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. |

  119. 2025 Grants of Plan-Based Awards

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  120. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table provides information on outstanding Equity Awards held by the NEOs as of December 31, 2025. The market value of the equity awards, other than for Mr. Appio’s May 5, 2022 B+L Founders’ RSU, is based on the closing market price of our Common Shares on December 31, 2025 which was $6.95. The market value for Mr. Appio’s B+L Founders’ RSU is based on the closing price of B+L’s Common Shares on December 31, 2025 which was $17.08.

  121. Outstanding Equity Awards at Fiscal Year-End 2025

    | | | Option Awards | | | | Stock Awards | | | | | Name | Date of Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Thomas J. Appio | 3/1/2017 | 30,174(1) | | 14.38 | 3/1/2027 | | | | | | | 3/7/2018 | 65,923(1) | | 15.32 | 3/7/2028 | | | | | | | 2/27/2019 | 62,004(1) | | 23.16 | 2/27/2029 | | | | | | | 2/26/2020 | 81,873(1) | | 24.77 | 2/26/2030 | | | | | | | 3/3/2021 | 47,151(1) | | 32.56 | 3/3/2031 | | | | | | | 3/2/2022 | 565,330(1) | | 24.17 | 3/2/2032 | | | | | | | 5/5/2022 | | | | | 55,555(2) | 948,879 | | | | | 3/2/2023 | | | | | 174,385(3) | 1,211,976 | | | | | 3/2/2023 | | | | | | | 1,137,863(4) | 7,908,147 | | | 2/29/2024 | | | | | 346,219(3) | 2,406,222 | | | | | 2/29/2024 | | | | | | | 1,557,980(5) | 10,827,962 | | | 2/26/2025 | | | | | 635,425(3) | 4,416,204 | | | | | 2/26/2025 | | | | | | | 1,906,274(6) | 13,248,604 | | Jean-Jacques Charhon | 8/19/2024 | | | | | 199,225(3) | 1,384,614 | | | | | 8/19/2024 | | | | | | | 597,676 (5) | 4,153,848 | | | 2/26/2025 | | | | | 216,622(3) | 1,505,523 | | | | | 2/26/2025 | | | | | | | 433,244(6) | 3,011,046 | | Seana Carson | 6/9/2016 | 3,996(1) | | 23.92 | 6/9/2026 | | | | | | | 2/27/2019 | 4,246(1) | | 23.16 | 2/27/2029 | | | | | | | 2/26/2020 | 18,115(1) | | 24.77 | 2/26/2030 | | | | | | | 3/3/2021 | 11,360(1) | | 32.56 | 3/3/2031 | | | | | | | 3/2/2022 | 124,372(1) | | 24.17 | 3/2/2032 | | | | | | | 3/2/2023 | 54,744(1) | 27,373(1) | 9.25 | 3/2/2033 | | | | | | | 3/2/2023 | | | | | 31,707(3) | 220,364 | | | | | 3/2/2023 | | | | | | | 137,923(4) | 958,562 | | | 2/29/2024 | | | | | 98,358(3) | 683,588 | | | | | 2/29/2024 | | | | | | | 295,072(5) | 2,050,750 | | | 2/26/2025 | | | | | 180,518(3) | 1,254,600 | | | | | 2/26/2025 | | | | | | | 361,036(6) | 2,509,200 | | Aimee J. Lenar | 7/15/2024 | | | | | 96,235(3) | 668,833 | | | | | 2/26/2025 | | | | | 108,311(3) | 752,761 | | | | | 2/26/2025 | | | | | | | 216,622(6) | 1,505,522 | | | 7/17/2025 | | | | | 30,847(3) | 214,387 | | |

  122. Outstanding Equity Awards at Fiscal Year-End 2025

    | (1) Stock Options vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. Each Stock Option will remain exercisable until the ten-year anniversary of the grant date. |

  123. Outstanding Equity Awards at Fiscal Year-End 2025

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  124. Outstanding Equity Awards at Fiscal Year-End 2025

    | (2) This B+L Founders’ RSU will vest 50% on each of the second and third anniversaries of the grant date or, if later, the earlier of the full separation of B+L, or a change in control of B+L, subject to Mr. Appio’s continued employment. If the full separation of B+L does not occur before May 5, 2026, the B+L Founders’ RSU will vest 100% on such date. |

  125. Outstanding Equity Awards at Fiscal Year-End 2025

    | (3) RSUs vest in three equal installments on the first, second and third anniversaries of the grant date assuming continued employment through the applicable vesting date. |

  126. Outstanding Equity Awards at Fiscal Year-End 2025

    | (4) The amount reported is shown at actual achievement of 145% of target for the PSUs granted in 2023. The PSUs time vested and were distributed on March 2, 2026. |

  127. Outstanding Equity Awards at Fiscal Year-End 2025

    | (5) PSUs granted in 2024 are earned and vest based on (i) the average annual achievement of the Adjusted Operating Cash Flow performance goal measured over three individual one-year periods, from 2024 through 2026 and then averaged together, and (ii) an rTSR modifier determined based on the Company’s TSR relative to that of the rTSR Peer Group over the cumulative three-year period from 2024 through 2026. The amounts included in the table above reflect assumed maximum achievement of the Adjusted Operating Cash Flow performance goal and the rTSR modifier goal. |

  128. Outstanding Equity Awards at Fiscal Year-End 2025

    | (6) PSUs granted in 2025 are earned and vest based on (i) the average annual achievement of the Adjusted Operating Cash Flow performance goal measured over three individual one-year periods, from 2025 through 2027 and then averaged together, and (ii) an rTSR modifier determined based on the Company’s TSR relative to that of the rTSR Peer Group over the cumulative three-year from period 2025 through 2027. The amounts included in the table above reflect assumed maximum achievement of the Adjusted Operating Cash Flow performance goal and the rTSR modifier goal. |

  129. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table provides information regarding option exercises by the NEOs during 2025, and Common Shares acquired on the vesting of RSUs held by the NEOs during 2025.

  130. 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Thomas J. Appio | — | — | 398,391 | 2,964,029 | | Jean-Jacques Charhon | — | — | 99,613 | 775,985 | | Seana Carson | — | — | 187,984 | 1,389,970 | | Aimee J. Lenar | — | — | 48,117 | 308,911 |

  131. 2025 Option Exercises and Stock Vested

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

  132. 2025 Option Exercises and Stock Vested

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  133. 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table sets forth the expected benefits to be received by each of our NEOs in each of the following termination scenarios. This table assumes a termination date of December 31, 2025. The value attributed to equity awards is based on the closing market price on December 31, 2025, which was $6.95.

  134. 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | Termination without Cause or for Good Reason ($) | Termination within 12 months of a Change in Control ($) | Termination due to Death or Disability ($) | Termination due to Retirement ($) | | Thomas J. Appio | | | | | | Cash(1) | 8,034,000 | 8,034,000 | — | — | | RSUs(2) | 3,618,198 | 8,034,402 | 8,034,402 | 3,618,198 | | PSUs(3) | 15,126,788 | 11,267,279 | 19,534,916 | 15,126,788 | | B+L Founder’s RSU(4) | 948,879 | 948,879 | 948,879 | — | | Other Benefits(1) | 28,570 | 28,570 | — | — | | Total Estimated Incremental Value | 27,756,435 | 28,313,130 | 28,518,197 | 18,744,986 | | Jean-Jaques Charhon | | | | | | Cash(5) | 2,362,500 | 2,975,000 | 525,000 | — | | RSUs(2) | 1,384,614 | 2,890,137 | 2,890,137 | — | | PSUs(3) | 2,769,232 | 1,885,540 | 3,771,079 | — | | Other Benefits(5) | 21,428 | 21,428 | — | — | | Total Estimated Incremental Value | 6,537,774 | 7,772,105 | 7,186,216 | — | | Seana Carson | | | | | | Cash(6) | 2,193,750 | 2,762,500 | — | — | | RSUs(2) | 756,626 | 2,158,552 | 2,158,552 | — | | PSUs(3) | 2,325,729 | 1,762,096 | 3,160,600 | — | | Stock Options(7) | — | — | — | — | | Other Benefits(6) | 2,832 | 2,832 | — | — | | Total Estimated Incremental Value | 5,278,937 | 6,685,980 | 5,319,152 | — | | Aimee J. Lenar | | | | | | Cash(8) | 2,193,750 | 2,762,500 | 487,500 | — | | RSUs(2) | 309,679 | 1,635,981 | 1,635,981 | — | | PSUs(3) | — | 250,462 | 500,923 | — | | Other Benefits(8) | 64,293 | 64,293 | — | — | | Total Estimated Incremental Value | 2,567,722 | 4,713,236 | 2,624,404 | — |

  135. 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (1) If Mr. Appio’s employment is terminated by us without “cause”, or by Mr. Appio for “good reason” (in each case as defined in the Appio Agreement), including within 12 months of a change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), or upon the expiration of his employment term, Mr. Appio will be entitled to receive a cash severance payment equal to the sum of two times the sum of his annual base salary and annual target incentive payable in a lump sum, and a prorated annual incentive for the year of termination equal to the lesser of the annual incentive based on our actual performance and annual target incentive, provided that if such termination occurs in contemplation of a change in control or within twelve months following a change in control then the amount will be based on Mr. Appio’s annual target incentive, as shown above in “Cash” under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control”. Mr. Appio will also be entitled to receive continued health benefits for two years at active employee rates, as shown above in “Other Benefits” under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control”. |

  136. 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (2) Pursuant to the terms of the equity award agreements governing Mr. Appio’s and Ms. Carson’s 2023, 2024 and 2025 RSUs, and Mr. Charhon’s 2025 RSUs and Ms. Lenar’s 2024 and 2025 RSUs, if Messrs. Appio’s or Charhon’s, or Mses. Carson’s or Lenar’s employment is terminated by the Company without “cause” or by the NEO for “good reason” (in each case as defined under the Appio Agreement, Charhon Agreement, Carson Agreement or Lenar Agreement, respectively), unvested RSUs will vest pro-rata as shown under “Termination without Cause or Good Reason” and if their employment is terminated due to death or disability, all unvested RSUs will vest as shown under “Termination due to Death or Disability”. Under these agreements, if they are terminated without cause or resign for good reason within 12 months of a change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), all unvested RSUs will vest as shown under “Termination within 12 months of a Change in Control”. This vesting treatment applies beginning after the first anniversary of the grant date if they experience a termination of employment by the Company without cause or by the NEO for good reason. Therefore, amounts set forth herein reflect RSUs granted in 2023 and 2024; no value is attributable for the 2025 RSUs under “Termination without Cause or for Good Reason”. Pursuant to the terms of the equity award agreement governing Mr. Charhon’s 2024 RSU, if Mr. Charhon’s employment is terminated by the Company without |

  137. 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Bausch Health Companies Inc. | 59 | 2026 Proxy Statement |

  138. 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    “cause” or by Mr. Charhon for “good reason” (as defined under the Charhon Agreement), all unvested RSUs will vest as shown under “Termination without Cause or for Good Reason” and if his employment is terminated due to death or disability, all unvested RSUs will vest as shown under “Termination due to Death or Disability”. Under this agreement, if he is terminated without cause or resigns for good reason within 12 months of a change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), all unvested RSUs will vest as shown under “Termination within 12 months of a Change in Control”. For Mr. Appio’s and Ms. Carson’s 2023, 2024 and 2025 RSUs, and Mr. Charhon’s and Ms. Lenar’s 2024 and 2025 RSUs, if Messrs. Appio or Charhon, or Mses. Carson or Lenar terminates his or her service with us on or after age 55, and each NEO’s age plus years of service total at least 65, all unvested RSUs will vest. No values are shown for RSUs for Mr. Charhon, Ms. Carson or Ms. Lenar under “Termination due to Retirement” because they were not retirement eligible as of December 31, 2025. Further, because vesting upon a retirement requires the employee to be employed through the first anniversary of the grant date, no value is shown for the 2025 RSUs above for “Termination due to Retirement” for Mr. Appio.

  139. 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (3) Pursuant to the terms of the equity award agreements governing Mr. Appio’s and Ms. Carson’s 2023, 2024 and 2025 PSUs, and Mr. Charhon’s 2024 and 2025 PSUs and Ms. Lenar’s 2025 PSUs, if Messrs. Appio’s or Charhon’s, or Mses. Carson’s or Lenar’s employment is terminated by us without cause, by Messrs. Appio or Charhon, or Mses. Carson or Lenar for good reason, or upon death or disability, they will be entitled to prorated vesting of unvested PSUs at actual performance as shown above under “Termination without Cause or for Good Reason” and “Termination due to Death or Disability”. This vesting treatment applies beginning after the first anniversary of the grant date if they experience a termination of employment without cause or by the NEO for good reason. If their employment is terminated by us without cause, or by the NEO for good reason, in each case within 12 months of a change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), unvested PSUs will vest pro-rata based on target performance through the termination date (or, if later, the date of the change in control). In the event the PSUs are not assumed or substituted in connection with the change in control, unvested PSUs will vest pro-rata based on target performance on the date of such change in control as shown under “Termination within 12 months of a Change in Control”. For Mr. Appio’s and Ms. Carson’s 2023, 2024 and 2025 PSUs, and Mr. Charhon’s 2024 and 2025 PSUs and Ms. Lenar’s 2025 PSUs, beginning after the first anniversary of the grant date, if Messrs. Appio or Charhon, or Mses. Carson or Lenar terminate his or her service with us on or after age 55, and each NEO’s age plus years of service total at least 65, any unvested portion of the PSU will vest pro-rata based on actual results. No values are shown for RSUs for Mr. Charhon, Ms. Carson or Ms. Lenar under “Termination due to Retirement” because they were not retirement eligible as of December 31, 2025. Further, because vesting upon a retirement requires the employee to be employed through the first anniversary of the grant date, no value is shown for the 2025 RSUs above for “Termination due to Retirement” for Mr. Appio. |

  140. 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (4) Pursuant to the terms of the equity award agreements governing Mr. Appio’s B+L Founder RSUs, if Mr. Appio’s employment is terminated by us without cause or by him for good reason, any unvested RSUs will vest pro-rata, and if Mr. Appio’s employment is terminated due to death or disability, all unvested B+L Founder RSUs will vest. Under this agreement, if Mr. Appio is terminated without cause or Mr. Appio resigns for good reason within 12 months of a change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), all unvested B+L Founder RSUs will vest. This vesting treatment applies beginning after the first anniversary of the grant date if Mr. Appio is terminated without cause or for good reason. |

  141. 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (5) If Mr. Charhon’s employment is terminated by us without “cause” or by Mr. Charhon for “good reason” (in each case as defined in the Charhon Agreement) on or before December 31, 2025, Mr. Charhon will be entitled to receive a cash severance payment equal to the sum of one and a half times the sum of his annual base salary and annual target incentive, payable in a lump sum, and a prorated annual incentive for the year of termination equal to the lesser of the annual incentive based on our actual performance and annual target incentive and continued health benefits at active employee rates for eighteen months, as shown above under “Termination without Cause or for Good Reason”. If Mr. Charhon’s employment is terminated by us without “cause” or by Mr. Charhon for “good reason”, or if his term of employment is not renewed, in each case following December 31, 2025, Mr. Charhon will be entitled to receive a cash severance payment equal to the sum of one times the sum of his annual base salary and annual target incentive, payable in a lump sum, and a prorated annual incentive for the year of termination equal to the lesser of the annual incentive based on our actual performance and annual target incentive and continued health benefits at active employee rates for twelve months. If such termination occurs in contemplation of a change in control or within twelve months following a change in control, then Mr. Charhon will be entitled to receive a cash severance payment equal to two times the sum of annual base salary and annual target incentive payable in a lump sum, a prorated annual target incentive for the year of termination, as shown above in “Cash” under “Termination within 12 months of a Change in Control”. Mr. Charhon will also be entitled to receive continued health benefits for eighteen months at active employee rates, as shown above in “Other Benefits” under “Termination within 12 months of a Change in Control”. Upon his death or disability, Mr. Charhon (or his beneficiaries) will be entitled to receive a prorated bonus, measured at target, for the year of termination as shown “Termination due to Death or Disability” above. |

  142. 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (6) If Ms. Carson’s employment is terminated by us without “cause”, or by Ms. Carson for “good reason” (in each case as defined in the Carson Agreement) on or before December 31, 2025, Ms. Carson will be entitled to receive a cash severance payment equal to the sum of one and a half times annual base salary and annual target incentive payable in a lump sum, a prorated annual incentive for the year of termination equal to the lesser of the annual incentive based on our actual performance and annual target incentive and continued health benefits at active employee rates for one year, as shown above under “Termination without Cause or for Good Reason”. If Ms. Carson’s employment is terminated by us without “cause” or by Ms. Carson for “good reason”, or if her term of employment is not renewed, in each case following December 31, 2025, Ms. Carson will be entitled to receive a cash severance payment equal to the sum of one times the sum of her annual base salary and annual target incentive, payable in a lump sum, and a prorated annual incentive for the year of termination equal to the lesser of the annual incentive based on our actual performance and annual target incentive and continued health benefits at active employee rates for twelve months. If such termination occurs in contemplation of a change in control or within 12 months following a change in control, Ms. Carson will be entitled to receive a cash severance payment equal to two times the sum of annual base salary and annual target incentive payable in a lump sum, a prorated annual target incentive for the year of termination and continued health benefits for twelve months at active employee rates, as shown above under “Termination within 12 months of a Change in Control”. With respect to any termination of employment, Ms. Carson remains eligible to (i) receive payments and/or benefits under the Canadian Employment Standards Act 2000 (the “ESA”) or other applicable law and (ii) any payments and/or benefits Ms. Carson receives under the ESA or other applicable law will offset any payments she would receive under the Carson Agreement and, if the payments and/or benefits provided by the ESA or other applicable law are greater than those set forth in the Carson Agreement, then Ms. Carson will not receive any payments under the Carson Agreement or other severance plan or policy. |

  143. 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (7) Pursuant to the terms of the equity award agreements governing Ms. Carson’ s 2023 Stock Options, if Ms. Carson’s employment is terminated by us without cause, or terminated by her for good reason, in either case within 12 months of a change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), or in the case of death or disability, unvested options will vest in full. For |

  144. 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Bausch Health Companies Inc. | 60 | 2026 Proxy Statement |

  145. 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Ms. Carson’s 2023 Stock Options, beginning after the first anniversary of the grant date, if Ms. Carson terminates her service with us on or after age 55, and her age plus years of service total at least 65, all unvested options will vest. Ms. Carson was not retirement eligible as of December 31, 2025 and as of December 31, 2025 her outstanding Stock Options were not currently in-the-money, so no value is shown above.

  146. 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (8) If Ms. Lenar’s employment is terminated by us without “cause”, or by Ms. Lenar for “good reason” (in each case as defined in the Lenar Agreement) on or before December 31, 2025, Ms. Lenar will be entitled to receive a cash severance payment equal to the sum of one and a half times annual the sum of her annual base salary and annual target incentive payable in a lump sum, and a prorated annual incentive for the year of termination equal to the lesser of the annual incentive based on our actual performance and annual target incentive and continued health benefits at active employee rates for eighteen months, as shown above under “Termination without Cause or for Good Reason”. If Ms. Lenar’s employment is terminated by us without “cause” or by Ms. Lenar for “good reason”, or if her term of employment is not renewed, in each case following December 31, 2025, Ms. Lenar will be entitled to receive a cash severance payment equal to the sum of one times the sum of her annual base salary and annual target incentive, payable in a lump sum, and a prorated annual incentive for the year of termination equal to the lesser of the annual incentive based on our actual performance and annual target incentive and continued health benefits at active employee rates for twelve months. If such termination occurs in contemplation of a change in control or within twelve months following a change in control then Ms. Lenar will be entitled to receive a cash severance payment equal to two times the sum of annual base salary and annual target incentive payable in a lump sum, a prorated annual target incentive for the year of termination, as shown above in “Cash” under “Termination within 12 months of a Change in Control”. Ms. Lenar will also be entitled to receive continued health benefits for eighteen months at active employee rates, as shown above in “Other Benefits” under “Termination within 12 months of a Change in Control”. Upon her death or disability, Ms. Lenar (or her beneficiaries) will be entitled to receive a prorated bonus, measured at target, for the year of termination as shown above under “Termination due to Death or Disability” above. |

  147. 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  148. 2025 Pay Ratio Disclosure

    2025 Pay Ratio Disclosure

  149. Pay Ratio

    Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2025:

  150. Pay Ratio

    | • | the median of the annual total compensation of all our employees (excluding our CEO) was $42,062 |

  151. Pay Ratio

    | • | the annual total compensation of our CEO was $16,877,326; and |

  152. Pay Ratio

    | • | the ratio of these two amounts was 401 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. |

  153. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for our Principal Executive Officers (the “PEOs”) and the average compensation for our Non-PEO NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2025, 2024, 2023, 2022, and 2021. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, Net Income and Adjusted EBITDA as used for our 2025, 2024, 2023, 2022, and 2021 AIP.

  154. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Thomas J. Appio | | Joseph C. Papa | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) ($) | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(3) ($) | Net Income (in Millions)(4) ($) | Adjusted EBITDA for AIP (in Millions)(5) ($) | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | | | | | | | | 2025 | 16,877,326 | 13,689,877 | | | 4,143,724 | 3,730,724 | 33 | 128 | 157 | 2,860 | | 2024 | 16,239,133 | 19,173,285 | | | 3,021,798 | 3,681,657 | 39 | 93 | (46) | 2,616 | | 2023 | 15,878,578 | 14,834,961 | — | — | 2,843,374 | 1,029,672 | 39 | 94 | (592) | 2,367 | | 2022 | 13,171,461 | 821,019 | 19,781,761 | (3,950,168) | 5,683,018 | 2,050,535 | 30 | 90 | (225) | 2,236 | | 2021 | — | — | 22,889,137 | 37,122,606 | 5,972,466 | 7,337,740 | 33 | 100 | (948) | 3,501 |

  155. PAY VERSUS PERFORMANCE

    | (1) Compensation for our PEOs reflects the amounts reported in the “Summary Compensation Table” for the respective years. Our PEOs were (i) in 2025, 2024 and 2023, Thomas J. Appio; (ii) in 2022, Thomas J. Appio and Joseph C. Papa and (ii) in 2021 Joseph C. Papa. Average compensation for Non-PEO NEOs includes the following named executive officers: (i) in 2025 Jean-Jacques Charhon, Seana Carson, and Aimee J. Lenar, (ii) in 2024 Jean-Jacques Charhon, Seana Carson, Aimee J. Lenar and John S. Barresi, (iii) in 2023, John S. Barresi, Seana Carson and Tom G. Vadaketh, (iv) in 2022 Tom G. Vadaketh, Seana Carson, Robert A. Spurr, Sam A. Eldessouky and Christina Ackermann, and (v) in 2021, Thomas J. Appio, Robert A. Spurr, Sam A. Eldessouky, Christina M. Ackermann, and Paul S. Herendeen. |

  156. PAY VERSUS PERFORMANCE

    | (2) Compensation “actually paid” for the PEO and average compensation “actually paid” for our Non-PEO NEOs in 2025 reflects adjustments to the amounts in the “Summary Compensation Table” as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEOs and our Non-PEO NEOs during the applicable year. A significant portion of the compensation “actually paid” to our Non-PEO NEOs is comprised of equity awards whose value is directly tied to the value of our Common Shares. For information regarding the decisions made by the Talent and Compensation Committee for the PEO’s and our Non-PEO NEOs’ compensation for fiscal year 2025, see the Compensation Discussion and Analysis beginning on page 37. Fair values set forth in the table below are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest or forfeit in the covered year, which are valued as of the applicable vesting dates and fair values as of the end of the preceding fiscal year, respectively. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant other than the expected term and the related expected volatilities and risk-free rates that have been adjusted to reflect the passage of time. |

  157. PAY VERSUS PERFORMANCE

    | | Thomas J. Appio 2025 ($) | Non-PEO NEOs 2025 ($) | | Summary Compensation Table Total | 16,877,326 | 4,143,724 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | 13,032,562 | 2,802,804 | | Plus Fair Value for Awards Granted in the Covered Year | 13,388,398 | 2,828,413 | | Plus Change in Fair Value of Outstanding Unvested Awards from Prior Years | (3,296,282) | (345,061) | | Plus Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | (247,003) | (93,548) | | Less Fair Value of 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 | 13,689,877 | 3,730,724 |

  158. PAY VERSUS PERFORMANCE

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  159. PAY VERSUS PERFORMANCE

    | (3) TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the Nasdaq Biotechnology Index, which is the same peer group we use for purposes of the Shareholder Return Performance Presentation of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. |

  160. PAY VERSUS PERFORMANCE

    | (4) Reflects “Net Income” attributable to Bausch Health Companies Inc., as reported in the Consolidated Financial Statements included in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2025, 2024, 2023, 2022 and 2021 (including net income attributable to noncontrolling interests). |

  161. PAY VERSUS PERFORMANCE

    | (5) Reflects Adjusted EBITDA as used for our AIP in 2025, 2024, 2023, 2022 and 2021. Adjusted EBITDA as used for (i) the AIP in 2021 was calculated on a consolidated basis, (ii) the AIP in 2022 AIP does not include Adjusted EBITDA attributable to B+L or our Solta Medical business, and (iii) the 2025, 2024 and 2023 AIP does not include Adjusted EBITDA attributable to B+L. |

  162. PAY VERSUS PERFORMANCE

    The following table sets forth an unranked list of the performance measures that, for 2025, we view as the “most important” measures for linking our NEOs’ compensation “actually paid” to performance. Revenue and Adjusted EBITDA were metrics used for our AIP in each of the years covered by the above table, as well as Adjusted Operating Cash Flow performance goal and Relative Total Shareholder Return which are used under our PSU award program.

  163. PAY VERSUS PERFORMANCE

    | Performance Measure | | Revenue | | Adjusted EBITDA | | Adjusted Operating Cash Flow | | rTSR (Relative Total Shareholder Return) |

  164. Compensation Actually Paid and Cumulative TSR of the Company and Cumulative TSR of the Peer Group

    Compensation Actually Paid and Cumulative TSR of the Company and Cumulative TSR of the Peer Group The graph below shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our Non-PEO NEOs compared with the Company’s TSR over the covered fiscal years. The following performance graph also compares the cumulative total return on a $100 investment on December 31, 2020, assuming reinvestment of all dividends, in (i) our Common Shares and (ii) the NASDAQ Biotechnology Index.

  165. Compensation Actually Paid and Cumulative TSR of the Company and Cumulative TSR of the Peer Group

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  166. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The graph below reflects a comparison of compensation actually paid to our PEOs and the average amount of compensation actually paid to our Non-PEO NEOs with our net income from continuing operations.

  167. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA The graph below shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our Non-PEO NEOs compare with our Adjusted EBITDA as used for our AIP in 2025, 2024, 2023, 2022 and 2021.

  168. Compensation Actually Paid and Adjusted EBITDA

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  169. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE

  170. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($)(3) | | Christian A. Garcia | 125,000 | 250,000 | — | 375,000 | | Michael Goettler | 56,676 | 204,110 | — | 260,786 | | Brett M. Icahn(4) | 62,192 | 562,312 | — | 624,504 | | Sarah B. Kavanagh | 239,991(3) | 489,988 | — | 729,979 | | Frank D. Lee | 136,147 | 250,000 | — | 386,147 | | Sandra Leung | — | 259,677 | — | 259,677 | | Steven D. Miller(4) | 77,829 | 250,000 | — | 327,829 | | Richard C. Mulligan, Ph.D. | 123,844 | 250,000 | — | 373,844 | | John A. Paulson | 21,875 | 783,730 | — | 805,605 | | Robert N. Power | 142,680 | 250,000 | — | 392,680 | | Amy B. Wechsler, M.D. | 100,000 | 277,500 | — | 377,500 |

  171. DIRECTOR COMPENSATION TABLE

    | (1) 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 2025 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 our 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 2025, we granted each of our non-employee directors serving on our Board an annual equity award of 54,347 RSUs, which will vest on the date immediately preceding the date of the Annual Meeting of Shareholders. Mr. Garcia, Mr. Goettler, Ms. Kavanagh, Ms. Leung, Mr. Paulson, and Mr. Power each elected to defer the settlement of such annual equity award; accordingly, our Common Shares underlying the RSUs awarded to them in 2025 that vest will not be settled until their “separation from service”. |

  172. DIRECTOR COMPENSATION TABLE

    | (2) Directors had aggregate outstanding BHC RSUs at 2025 fiscal year-end as follows: Mr. Garcia, 89,707; Mr. Goettler, 30,109; Mr. Icahn, 0; Ms. Kavanagh, 236,359; Mr. Lee, 54,347; Ms. Leung, 38,408; Mr. Miller, 0; Dr. Mulligan, 54,347; Mr. Paulson, 360,120; Mr. Power, 248,122; and Dr. Wechsler, 158,855. |

  173. DIRECTOR COMPENSATION TABLE

    | (3) Ms. Kavanagh’s fees earned were paid, on a quarterly basis, in Canadian Dollars (CAN). The amounts were converted from U.S. Dollars (USD) to CAN by using the average Bank of Canada exchange rates for the applicable periods, as follows: (i) 1.4347, for the period of March 19-25, 2025; (ii) 1.3731,for the period of June 19-25, 2025; (iii) 1.3814, for the period of September 17-24, 2025; and (iv) 1.3998, for the period of November 26 to December 3, 2025. |

  174. DIRECTOR COMPENSATION TABLE

    | (4) Messrs. Icahn and Miller retired from our Board effective August 14, 2025. |

  175. DIRECTOR COMPENSATION TABLE

    | (5) Each of Messrs. Icahn, Paulson and Ms. Kavanagh also served as non-employee directors of Bausch + Lomb during 2025. Accordingly, the amounts reflected in the table above also reflect the following amounts of compensation these directors received from Bausch + Lomb during 2025 for their service as non-employee directors of the Bausch + Lomb Board: |

  176. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($)(A) | Stock Awards ($)(A)(B)(C) | All Other Compensation ($) | Total ($) | | Brett M. Icahn(D) | 49,863 | 239,988 | | 289,851 | | Sarah B. Kavanagh | 112,500(F) | 239,988 | | 352,488 | | John A. Paulson(E) | 21,875 | 283,730 | | 305,605 |

  177. DIRECTOR COMPENSATION TABLE

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

  178. DIRECTOR COMPENSATION TABLE

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  179. DIRECTOR COMPENSATION TABLE

    | (B) 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 B+L’s non-employee directors in 2025 for their service on the B+L 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 the B+L’s non-employee directors for these awards is a function of the value of the shares if and when they vest. In 2025, B+L granted each of their non-employee directors serving on the B+L Board an annual equity award of 20,338 RSUs, which will vest on the date immediately preceding the date of the B+L Annual Meeting of Shareholders. Ms. Kavanagh and Mr. Paulson each elected to defer the settlement of such annual equity award; accordingly, the B+L Common Shares underlying the RSUs awarded to them in 2025 that vest will not be settled until their “separation from service” |

  180. DIRECTOR COMPENSATION TABLE

    | (C) Directors had aggregate outstanding B+L RSUs at 2025 fiscal year-end as follows: Mr. Icahn, 0; Ms. Kavanagh, 47,891; and Mr. Paulson, 46,010. |

  181. DIRECTOR COMPENSATION TABLE

    | (D) Mr. Icahn resigned from the B+L Board effective August 14, 2025. |

  182. DIRECTOR COMPENSATION TABLE

    | (E) Mr. Paulson received 100% of his Board and committee retainers for the first, third and fourth quarter of 2025 in the form of RSUs in lieu of cash pursuant to an election made by such director, the settlement of which is deferred until his “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. Mr. Paulson received cash payments in lieu of deferred RSU awards for the second quarter of 2025. |

  183. DIRECTOR COMPENSATION TABLE

    | (F) Ms. Kavanagh’s fees earned were paid, on a quarterly basis, in Canadian Dollars (CAN). The amounts were converted from U.S. Dollars (USD) to CAN by using the following exchange rates: (i) 1.4347 which was in effect on March 20, 2025; (ii) 1.3673, which was in effect on June 18, 2025; (iii) 1.3797, which was in effect on September 18, 2025; and (iv) 1.3748, which was in effect on December 16, 2025. |

  184. Director Compensation

    Director Compensation In 2025, our directors’ fees consisted of the following:

  185. Director Compensation

    | Annual Cash Compensation | | | Board Retainer | $100,000 | | Additional Fee — Non-Executive Chairperson | $150,000 | | Additional Retainers — Committee Chairpersons | | | Audit and Risk Committee Chairperson | $25,000 | | Talent and Compensation Committee Chairperson | $25,000 | | Nominating and Corporate Governance Committee Chairperson | $20,000 | | Science and Technology Committee Chairperson | $20,000 | | Finance and Transactions Committee Chairperson | $20,000 | | Additional Retainers — Committee Members not serving as Chairpersons | | | Audit and Risk Committee Member | $15,000 | | Talent and Compensation Committee Member | $15,000 | | Nominating and Corporate Governance Committee Member | $12,500 | | Science and Technology Committee Member | $12,500 | | Finance and Transactions Committee Member | $12,500 | | Annual Equity Compensation | | | Annual RSU Grant | $250,000 |

  186. Director Compensation

    Our Nominating and Corporate Governance Committee is required by its charter to periodically review, and make recommendations to the full Board regarding, the compensation of our non-employee directors. The Nominating and Corporate Governance Committee has sole authority under its charter to retain and/or terminate compensation consultants or compensation consulting firms as the Nominating and Corporate Governance Committee may deem appropriate in recommending non-employee director compensation.

  187. Director Compensation

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  188. Director Compensation

    Our directors may elect to receive their fees in cash, in RSUs, or in a combination of cash and RSUs. RSUs received pursuant to this election are paid in a lump sum of Common Shares at the end of such director’s service with the Company. All fees, whether payable in cash or RSUs, are delivered in quarterly installments. In addition to the above fees, directors are also reimbursed for their out-of-pocket expenses in attending in-person meetings. The Company also grants each non-employee director, on the third business day following each Annual Meeting of Shareholders, a number of RSUs with a fair market value equal to $250,000. These annual grants of RSUs vest and are deliverable prior to the next Annual Meeting of Shareholders, unless the director elects to defer issuance until the director’s separation from the Company. Our non-employee directors are also subject to minimum share ownership requirements. For further detail regarding the share ownership requirement for non-employee directors, see the discussion in the section titled “Statement of Corporate Governance Practices — Directors’ Share Ownership” on page 23.

  189. Director Compensation

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