DEF 14A of Bausch & Lomb Corp
Filed Apr 10, 2026 · FY20250001140361-26-014234
Election of Directors and Corporate Governance
Election of Directors and Corporate Governance
Election of Directors and Corporate Governance
| PROPOSAL 1 | | Election of Directors |
Background
Background We have ten director nominees standing for election at the Meeting. Under the Canada Business Corporations Act (the “CBCA”), directors are elected annually. Directors elected at the Meeting will hold office until the close of the 2027 Annual Meeting of Shareholders of the Company, their successors are duly elected or appointed, or such director’s earlier resignation or removal. In an uncontested election, each director nominee is elected only if the number of votes cast in their favor represents a majority of the votes cast “for” and “against” them by the shareholders. In the event a director election becomes contested, votes “against” will be treated as votes “withheld”, with directors receiving the most “for” votes becoming elected. Each of the ten director nominees has established his or her eligibility and willingness to serve on the Board. Set forth in the section titled “Director Nominees” beginning on page 8 are the names of the director nominees together with details about their backgrounds and experience. Also indicated is the number of the Company’s securities beneficially owned, controlled or directed, directly or indirectly, as of March 23, 2026, by each of the director nominees, as well as the aggregate value based on the $15.84 per share closing price of B+L Common Shares as reported on the New York Stock Exchange (“NYSE”) on March 23, 2026. For each director nominee, you will find a record of attendance at meetings of the Board and the committees of the Board on which such director nominee served during 2025, if applicable. The Board has determined that nine of the ten director nominees are independent within the meaning of all applicable securities regulatory and stock exchange requirements in Canada and the United States. In addition, in accordance with the applicable stock exchange requirements and Board committee charters, the Board has determined that all members of the Board’s Audit and Risk Committee, Nominating and Corporate Governance Committee and Talent and Compensation Committee are independent directors. Unless otherwise instructed, the designated proxyholders intend to vote FOR the election of the ten director nominees proposed by the Board in this Proxy Statement. If, for any reason, at the time of the Meeting any of these director nominees are unable or unwilling to serve, the Board may choose to fix its size at a smaller number (so long as such number is within the range provided in the Company’s Articles of Incorporation (as amended)), nominate a replacement nominee or appoint an additional director following the Meeting.
Background
| | The Board recommends that you vote FOR each director nominee. | | | |
Board Composition
Board Composition
Director Nominee Skills and Experience
Director Nominee Skills and Experience
Director Nominee Skills and Experience
| Skills and Experience | | Eduardo Alfonso, M.D. | Nathalie Bernier | Steven H. Collis | Sarah B. Kavanagh | Karen L. Ling | John A. Paulson | Russel C. Robertson | Thomas W. Ross, Sr. | Brenton L. Saunders | Andrew C. von Eschenbach, M.D. | | | Accounting/Financial Has significant financial or accounting experience in positions requiring an understanding of financial reporting, internal controls and compliance requirements. | | ⬤ | | ⬤ | | ⬤ | ⬤ | ⬤ | | ⬤ | | | Business Development/M&A Has significant experience evaluating, implementing or overseeing strategic business development opportunities. | | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | | ⬤ | | | | CEO/President Has experience as a CEO or President at a company or organization of comparable scale and complexity. | | | ⬤ | | | ⬤ | | ⬤ | ⬤ | ⬤ | | | Clinical Has an advanced scientific or technological degree and related work experience in a scientific or technological field. | ⬤ | | | | | | | | | ⬤ | | | Consumer Has strategic or management experience involving consumer marketing or brand management. | | | ⬤ | | | ⬤ | | | ⬤ | | | | Global Operations Has held a substantial leadership position in an organization that operates globally, particularly in regions in which the company operates. | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | | ⬤ | ⬤ | | | Government/Regulatory Has worked closely with government organizations or has extensive legal, regulatory or public policy experience in highly regulated industries. | ⬤ | ⬤ | | ⬤ | | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | | | Human Resources/Compensation Has significant experience with human capital management, including setting company culture and attracting, motivating, developing and retaining talent. | | | ⬤ | | ⬤ | | | ⬤ | ⬤ | ⬤ | | | Pharmaceutical/Healthcare Industry Has held an executive or operational role at a company in the pharmaceutical or healthcare industry. | ⬤ | | | | ⬤ | | | | ⬤ | ⬤ | | | Risk Management Has extensive experience evaluating and managing a company’s significant risks and opportunities, including those relating to environmental, social and governance matters. | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ | ⬤ |
Director Nominee Skills and Experience
| | Eduardo Alfonso, M.D. | Nathalie Bernier | Steven H. Collis | Sarah B. Kavanagh | Karen L. Ling | John A. Paulson | Russel C. Robertson | Thomas W. Ross, Sr. | Brenton L. Saunders | Andrew C. von Eschenbach, M.D. | | Board Tenure - Full Years | <1 | 4 | <1 | 4 | 2 | 4 | 4 | 4 | 4 | 4 | | Age (as of March 23, 2026) - Years Old | 73 | 62 | 64 | 69 | 62 | 70 | 78 | 75 | 56 | 84 |
Director Nominees
Director Nominees Eight of the ten proposed director nominees are incumbent directors from our 2025 Annual Meeting of Shareholders. As further discussed below, Dr. Alfonso and Mr. Collis were appointed to the Board effective January 1, 2026. Each director elected at the Meeting will hold office until the close of the 2027 Annual Meeting of Shareholders, his or her successor is duly elected or appointed, or such director’s earlier resignation or removal. The following narratives provide details about each director nominee’s background and experience, and summarize the specific attributes, competencies and characteristics that led to the determination of the Nominating and Corporate Governance Committee and the Board to nominate such individual as a director for election by the shareholders at the Meeting. In addition, each narrative lists the number of meetings of the Board and any applicable committee each director nominee attended during 2025, if applicable, and any public company directorships, other than with the Company, held by the nominees during at least 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 23, 2026; (ii) the aggregate value of such securities based on the $15.84 per share closing price of B+L Common Shares on March 23, 2026, as reported on the NYSE; and (iii) the progress of each director nominee toward the director share ownership requirement established by the Board (factoring in common shares and vested restricted share units held or controlled by the director). For further detail regarding the share ownership requirement for non-employee directors, see the discussion in the section titled “Non-Employee Director Compensation Program — Directors’ Share Ownership Guidelines” on page 34. For further detail regarding the share ownership requirement for Mr. Saunders, see the discussion in the section titled “Compensation Discussion and Analysis — Other Compensation Governance Practices — Share Ownership Guidelines” on page 54. Messrs. Ross, Paulson and Robertson, Dr. von Eschenbach and Mmes. Kavanagh and Bernier were recommended by our parent company, Bausch Health Companies Inc. (“BHC”), and appointed to the Board on April 28, 2022 in connection with the Master Separation Agreement originally entered into by BHC and the Company on March 30, 2022 and amended on April 28, 2022, copies of which are included as exhibits to our Annual Report. Mr. Saunders was recommended by the CEO Search Committee and appointed to the Board on February 15, 2023, effective March 6, 2023, to replace Mr. Joseph Papa who stepped down from his roles as CEO of the Company and member of the Board on March 6, 2023, as previously disclosed in our Current Report on Form 8-K filed with the SEC and on SEDAR+ on February 15, 2023. Ms. Ling was appointed to the Board on February 27, 2024, as previously disclosed in our Current Report on Form 8-K filed with the SEC and SEDAR+ on February 28, 2024. Dr. Alfonso and Mr. Collis, who were identified by a search firm as new director candidates, were appointed to the Board effective January 1, 2026, to fill the vacancies created upon the resignations of Messrs. Icahn and Hu, as previously disclosed in our Current Reports on Form 8-K filed with the SEC and on SEDAR+ on December 17, 2025 and August 18, 2025, respectively. None of the directors or director nominees is related by blood, marriage or adoption to one another or to any executive officer of the Company.
Director Nominees
| Eduardo Alfonso, M.D. Florida, USA | | | | INDEPENDENT | Director of the Bascom Palmer Eye Institute and Chair of the Department of Ophthalmology at the University of Miami Miller School of Medicine | | | | Age: 73 Director since: 2026 2025 Meeting Attendance: N/A | Share Ownership: 4,300 B+L Common Shares – $68,112 9,555 restricted share units (0 vested – $0 and 9,555 unvested - $151,351) Total as a multiple of $400,000 (5x the annual Board cash retainer required under the non-employee director share ownership guidelines) – 0.2x ($68,112) (in progress) | | Background Dr. Alfonso has served as an independent director of the Company since January 2026. An ophthalmologist and internationally recognized expert in corneal and external eye diseases, he serves as Director of the Bascom Palmer Eye Institute and Chair of the Department of Ophthalmology at the University of Miami Miller School of Medicine, where he holds the Kathleen and Stanley J. Glaser Chair in Ophthalmology. Dr. Alfonso has been a member of the Bascom Palmer faculty since 1986, became a tenured professor in 1998 and has served as Director of the Institute since 2007, overseeing clinical, educational, and research programs across multiple facilities. He has authored more than 300 scientific publications and has served in leadership and advisory roles within professional ophthalmology organizations and medical research and public health bodies. Dr. Alfonso serves on the boards of the Ophthalmology Foundation and the Florida Society of Ophthalmology and is President and a board member of the Ophthalmology Research Foundation. He is also a member of the Advisory Committee of Research to Prevent Blindness. Dr. Alfonso earned his bachelor’s degree and medical degree from Yale University and completed an ophthalmology residency at the Bascom Palmer Eye Institute and fellowships at Harvard Medical School. Dr. Alfonso was selected to serve on the Board based on his extensive clinical, academic and research experience in ophthalmology and his long‑standing leadership of a major academic medical center. The Board believes his expertise provides valuable insight in connection with oversight of clinical research, medical innovation and patient‑focused healthcare initiatives. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | +None | | +None |
Director Nominees
| Nathalie Bernier Quebec, Canada | | | | INDEPENDENT | Corporate Director | | | | Age: 62 Director since: 2022 2025 Meeting Attendance: Board – 8/8 Audit and Risk Committee – 8/8 Science and Technology Committee – 4/4 | Share Ownership: 197 B+L Common Shares – $3,120 69,466 restricted share units (49,128 vested – $778,188 and 20,338 unvested - $322,154) Total as a multiple of $400,000 (5x the annual Board cash retainer required under the non-employee director share ownership guidelines) – 2x ($781,308) (target met) | | Background Ms. Bernier has served as an independent director of the Company since April 2022. She served as Chief Financial Officer and Senior Vice President, Strategic and Business Planning, of the Public Sector Pension Investment Board from August 2015 to September 2019. Previously, Ms. Bernier spent nearly 30 years as an Audit and Advisory Partner at Arthur Andersen LLP and KPMG LLP, including as Regional Managing Partner (Quebec) and a member of KPMG’s Canadian Leadership Team. Ms. Bernier previously served as a director of RF Capital Group Inc., where she was Chair of the Risk Committee and a member of the Audit Committee. She currently serves as a director of Canada Enterprise Emergency Funding Corporation, where she is Chair of the Audit Committee, and of Les Propriétés Docteur Penfield Inc. Ms. Bernier holds a Bachelor of Commerce degree from McGill University and is a Fellow of the Chartered Professional Accountants of Canada. Ms. Bernier was selected to serve on the Board based on her significant financial, accounting and audit expertise, developed through senior leadership roles in pension fund management and global professional services firms. The Board believes her experience supports effective oversight of financial reporting, internal controls and risk management. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | +None | | +RF Capital Group Inc. |
Director Nominees
| Steven H. Collis Florida, USA | | | | INDEPENDENT | Corporate Director | | | | Age: 64 Director since: 2026 2025 Meeting Attendance: N/A | Share Ownership: 15,000 B+L Common Shares – $237,600 9,746 restricted share units (0 vested – $0 and 9,746 unvested - $154,377) Total as a multiple of $400,000 (5x the annual Board cash retainer required under the non-employee director share ownership guidelines) – 0.6x ($237,600) (in progress) | | Background Mr. Collis has served as a director of the Company since January 2026. He served as President and Chief Executive Officer of Cencora, Inc. (formerly AmerisourceBergen Corporation), a global pharmaceutical distribution and health care services company, from 2011 through 2024. Mr. Collis joined Cencora in the mid 1990s and previously held senior executive roles, including leadership of its specialty pharmaceuticals business. He subsequently served as Executive Chairman of the board of Cencora until late 2025. During his tenure, Cencora expanded its global footprint through strategic acquisitions and partnerships and rebranded in 2023 to reflect its evolving international operations. Mr. Collis has also served as a director of Elevance Health, a managed health care and insurance company, since August 2025. Mr. Collis holds a Bachelor of Commerce degree and a Bachelor of Commerce (Honours) postgraduate degree from the University of the Witwatersrand in Johannesburg, South Africa. Mr. Collis was selected to serve on the Board based on his substantial executive leadership experience in the global healthcare and pharmaceutical distribution sector. The Board believes his operational and strategic expertise supports oversight of global operations, long‑term strategy and growth initiatives. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | +Elevance Health | | +Cencora, Inc. |
Director Nominees
| Sarah B. Kavanagh Ontario, Canada | | | | INDEPENDENT | Corporate Director | | | | Age: 69 Director since: 2022 2025 Meeting Attendance: Board – 8/8 Audit and Risk Committee – 8/8 Nominating and Corporate Governance Committee – 5/5 | Share Ownership: 5,808 B+L Common Shares – $91,999 47,891 restricted share units (27,553 vested – $436,440 and 20,338 unvested - $322,154) Total as a multiple of $400,000 (5x the annual Board cash retainer required under the non-employee director share ownership guidelines) – 1.3x ($528,439) (target met) | | Background Ms. Kavanagh has served as an independent director of the Company since April 2022. She has also served on the board of the Company’s parent, BHC, since July 2016 and has been a member of its Nominating and Corporate Governance Committee since April 2025. From 2011 through May 2016, Ms. Kavanagh served as a Commissioner of the Ontario Securities Commission, where she also served as Chair of the Audit Committee beginning in 2014. From 1999 to 2010, she held various senior investment banking roles at Scotia Capital Inc., including Vice Chair and Co‑Head of the Diversified Industries Group, Head of Equity Capital Markets, and Head of Investment Banking. Earlier in her career, she held senior financial roles with operating companies and began her career as an investment banker with a bulge‑bracket firm in New York. Ms. Kavanagh served as a director of Hudbay Minerals Inc. from 2013 to 2024 and has previously served as a director of Sustainable Development Technology Canada, AST and AST Trust Company (Canada), Cymax Technologies Group, and as a trustee of WPT Industrial REIT. Ms. Kavanagh holds an MBA from Harvard Business School and a Bachelor of Arts degree in Economics from Williams College. Ms. Kavanagh was selected to serve on the Board based on her deep experience in capital markets, regulatory oversight and corporate governance, including service as a securities regulator and senior investment banker. The Board believes her background supports effective oversight of governance practices, risk management and strategic transactions. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | +Bausch Health Companies Inc. | | +Hudbay Minerals Inc. +WPT Industrial REIT (formerly publicly traded) |
Director Nominees
| Karen L. Ling New York, USA | | | | INDEPENDENT | Corporate Director | | | | Age: 62 Director since: 2024 2025 Meeting Attendance: Board – 8/8 Talent and Compensation Committee – 8/8 | Share Ownership: 21,338 B+L Common Shares – $337,994 24,338 restricted share units (0 vested – $0 and 24,338 unvested - $385,514) Total as a multiple of $400,000 (5x the annual Board cash retainer required under the non-employee director share ownership guidelines) – 0.8x ($337,994) (in progress) | | Background Ms. Ling has served as an independent director of the Company since February 2024. She brings extensive experience in human capital management, executive compensation, organizational leadership, and corporate governance. Ms. Ling previously served as Executive Vice President and Chief Human Resources Officer of American International Group, Inc. from 2019 to 2021 and of Allergan plc from 2014 to 2019. Earlier in her career, she held senior human resources leadership roles at Merck & Co., Inc. and Wyeth (now Pfizer Inc.), where she was responsible for global talent management, compensation, and workforce strategy. Ms. Ling currently serves as a director and Chair of the Compensation and Human Capital Management Committee of iRhythm Technologies, Inc. and as a director and Chair of the Compensation Committee of Galderma Group AG. She previously served as a director of Mallinckrodt plc and TherapeuticsMD, Inc. She also serves on the board of the JED Foundation, a nonprofit organization, where she is Chair of the Governance and Nominating Committee. Ms. Ling holds a Bachelor of Arts degree in Economics from Yale University and a Juris Doctor degree from Boston University School of Law. Ms. Ling was selected to serve on the Board based on her extensive experience in human capital management, executive compensation and organizational leadership at large, global healthcare companies. The Board believes her expertise supports oversight of talent development, succession planning and compensation programs. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | +iRhythm Technologies, Inc. +Galderma Group AG | | +TherapeuticsMD Inc. +Mallinckrodt Plc |
Director Nominees
| John A. Paulson Florida, USA | | | | INDEPENDENT | President, Paulson Capital Inc. | | | | Age: 70 Director since: 2022 2025 Meeting Attendance: Board – 8/8 Nominating and Corporate Governance Committee – 5/5 | Share Ownership: 25,357 B+L Common Shares – $401,655 47,249 restricted share units (26,911 vested – $426,270 and 20,338 unvested - $322,154) Total as a multiple of $400,000 (5x the annual Board cash retainer required under the non-employee director share ownership guidelines) – 2.1x ($827,925) (target met) | | Background Mr. Paulson has served as an independent director of the Company since April 2022. He previously served on the board of the Company’s parent, BHC, from June 2017 to May 2022 and rejoined the BHC board in June 2022, where he currently serves as Chairman. Mr. Paulson is President and Portfolio Manager and a director 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 founding Paulson & Co. Inc., Mr. Paulson served as a Partner of Gruss Partners and as a Managing Director in the mergers and acquisitions group at Bear Stearns. Mr. Paulson has served as a director of Acadian Asset Management Inc. (formerly BrightSphere Investment Group plc), a publicly traded asset management holding company, since November 2018, and has served as Chairman of its board since April 2020. He also serves as Chairman of the board and as majority owner of Steinway Musical Instruments, Inc. and P.F. Chang’s Holdings, Inc. In addition, Mr. Paulson 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. Mr. Paulson was selected to serve on the Board based on his significant experience in investment management, capital allocation and strategic decision‑making. The Board believes his perspective supports oversight of value creation initiatives, strategic alternatives and long‑term shareholder interests. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | +Acadian Asset Management Inc. +Bausch Health Companies Inc. | | +American International Group Inc. |
Director Nominees
| Russel C. Robertson Ontario, Canada | | | | INDEPENDENT | Corporate Director | | | | Age: 78 Director since: 2022 2025 Meeting Attendance: Board – 8/8 Audit and Risk Committee – 7/8 Talent and Compensation Committee – 8/8 | Share Ownership: 10,208 B+L Common Shares – $161,695 66,599 restricted share units (41,861 vested – $663,078 and 24,738 unvested - $391,850) Total as a multiple of $400,000 (5x the annual Board cash retainer required under the non-employee director share ownership guidelines) – 2.1x ($824,773) (target met) | | Background Mr. Robertson has served as an independent director of the Company since April 2022. He previously served at BMO Financial Group, a diversified financial services organization, as Executive Vice President and Head of Anti‑Money Laundering from 2013 through August 2016 and as Executive Vice President, Business Integration, from 2011 to 2013. He joined BMO as interim Chief Financial Officer in 2008 and was appointed Chief Financial Officer in 2009. Prior to joining BMO, Mr. Robertson spent more than 35 years as a Chartered Professional Accountant, holding senior leadership roles at major accounting firms, including Vice Chair of Deloitte & Touche LLP (Toronto) from 2002 to 2008 and Canadian Managing Partner of Arthur Andersen LLP from 1994 to 2002. Mr. Robertson has previously served on the boards of BHC, Hydro One Limited, Turquoise Hill Resources Ltd. and Virtus Investment Partners, Inc. He holds a Bachelor of Arts (Honours) degree from the Ivey School of Business at the University of Western Ontario. Mr. Robertson was selected to serve on the Board based on his extensive financial, regulatory and compliance experience gained as a chief financial officer and senior executive at a global financial institution. The Board believes his background enhances oversight of financial governance, risk management and regulatory compliance. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | +None | | +Bausch Health Companies Inc. +Hydro One Limited +Turquoise Hill Resources Ltd. (formerly publicly traded) +Virtus Investment Partners, Inc. |
Director Nominees
| Thomas W. Ross, Sr. North Carolina, USA | | | | INDEPENDENT | Lead Independent Director Director, Volcker Alliance and President Emeritus, University of North Carolina | | | | Age: 75 Director since: 2022 2025 Meeting Attendance: Board – 8/8 Nominating and Corporate Governance Committee – 5/5 Talent and Compensation Committee – 8/8 | Share Ownership: 17,000 B+L Common Shares – $269,280 52,391 restricted share units (27,553 vested – $436,440 and 24,838 unvested - $393,434) Total as a multiple of $400,000 (5x the annual cash retainer required under the non-employee director share ownership guidelines) – 1.8x ($705,720) (target met) | | Background Mr. Ross has served as Lead Independent Director of the Board of the Company since March 6, 2023 and has served as a director since April 2022. He previously served as Chairman of the Board from July 19, 2022 to March 6, 2023 and as Lead Independent Director from May 2022 to July 18, 2022. He served on the board of the Company’s parent, BHC, from March 2016 to June 2022. Mr. Ross currently serves on the board of the Volcker Alliance and previously served as its President from July 2016 through December 31, 2021. He is President Emeritus of the University of North Carolina, having served as President from January 2011 to January 2016, and was named the Sanford Distinguished Fellow in Public Policy at the Duke University Sanford School of Public Policy in 2016. Earlier in his career, Mr. Ross served as President of Davidson College, Executive Director of the Z. Smith Reynolds Foundation, Director of the North Carolina Administrative Office of the Courts, a Superior Court judge, and in roles in government service, private legal practice, and academia. Mr. Ross holds a Bachelor of Arts degree in Political Science from Davidson College and a Juris Doctor degree from the University of North Carolina School of Law. Mr. Ross was selected to serve on the Board based on his broad leadership experience in higher education, public policy and governance. The Board believes his background supports Board leadership, independence and oversight of ethics, risk management and stakeholder engagement. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | +None | | +Bausch Health Companies Inc. |
Director Nominees
| Brenton L. Saunders Florida, USA | | | | NOT INDEPENDENT | Chairman of the Board and Chief Executive Officer, Bausch + Lomb Corporation | | | | Age: 56 Director since: 2023 2025 Meeting Attendance: Board – 6/6 | Share Ownership: 421,221 B+L Common Shares – $6,672,141 560,054 restricted share units (0 vested – $0 and 560,054 unvested - $8,871,255) 1,898,370 options (vested) 409,586 performance share units (unvested) Total as a multiple of $9,600,000 (6x the annual base salary required under the executive share ownership requirements established by our Talent and Compensation Committee for our NEOs: 1.6x ($15,543,396) (target met) Mr. Saunders is subject to our minimum share ownership requirements established by our Talent and Compensation Committee for our NEOs, as further described in the section titled “Compensation Discussion and Analysis — Other Compensation Governance Practices — Share Ownership Guidelines” on page 54. | | Background Mr. Saunders has served as Chairman of the Board and Chief Executive Officer of the Company since March 2023. He currently serves on the board of directors of ARS Pharmaceuticals, Inc. and as Chairman of the board of The Beauty Health Company (formerly Vesper Healthcare Acquisition Corp.). Mr. Saunders previously served as Chairman, President and Chief Executive Officer of Allergan plc, including as President and Chief Executive Officer from July 2014 to May 2020 and as Chairman from October 2016 to May 2020. Prior to Allergan’s acquisition of Forest Laboratories, Inc., he served as President and Chief Executive Officer of Forest Laboratories and as a member of its board of directors. He also served as Chief Executive Officer of Bausch & Lomb Incorporated from March 2010 to August 2013. Earlier in his career, Mr. Saunders held senior leadership roles at Schering‑Plough, including serving as President of Global Consumer Health Care and as Head of Integration for the company’s merger with Merck & Co. and its acquisition of Organon BioSciences. Prior to that, he served as a partner and Head of Compliance Business Advisory at PwC and held senior compliance and risk management roles at Coventry Health Care and Home Care Corporation of America. Mr. Saunders began his career as Chief Compliance Officer at the Thomas Jefferson University Health System. In addition to his current public company directorships, Mr. Saunders serves on the boards of several private companies and nonprofit organizations, including Arena AI, Rapalogix Health, Inc., Cambrian Bio, Nextech, Roam HQ Inc., where he serves as Chairman, and the Ophthalmology Foundation. He also serves on the Executive Board of Trustees of Mount Sinai Medical Center and has previously served on the boards of BridgeBio Pharma, Inc., Cisco Systems, Inc., Glo Pharma, Hugel, Ocuterra Therapeutics and Osmind. Mr. Saunders holds a Bachelor’s degree in Economics and East Asian Studies from the University of Pittsburgh, an MBA from the Temple University Fox School of Business and Management and a Juris Doctor from the Temple University Beasley School of Law. Mr. Saunders was selected to serve on the Board based on his extensive executive leadership experience in the pharmaceutical and healthcare industries, including service as chief executive officer of multiple public companies. The Board believes his experience supports oversight of strategy execution, operational performance and long‑term growth. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | +ARS Pharmaceuticals, Inc. +Beauty Health Company | | +Allergan plc +BridgeBio Pharma, Inc. +Cisco Systems, Inc. +Hugel (a semipublic company on the Korean exchange) |
Director Nominees
| Andrew C. von Eschenbach, M.D. Texas, USA | | | | INDEPENDENT | President, Samaritan Health Initiatives, Inc. | | | | Age: 84 Director since: 2022 2025 Meeting Attendance: Board – 8/8 Nominating and Corporate Governance Committee – 4/4 Science and Technology Committee – 4/4 | Share Ownership: 18,559 B+L Common Shares – $293,975 52,255 restricted share units (27,553 vested – $436,440 and 24,702 unvested - $391,280) Total as a multiple of $400,000 (5x the annual Board cash retainer required under the non-employee director share ownership guidelines) – 1.8x ($730,415) (target met) | | Background Dr. von Eschenbach has served as an independent director of the Company since April 2022. He has served as President of Samaritan Health Initiatives, Inc., a health care policy consultancy, and as an Adjunct Professor at The University of Texas MD Anderson Cancer Center since 2010. Dr. von Eschenbach has served in various advisory roles, including as a Senior Fellow at the Milken Institute since 2011 and with the Bipartisan Policy Center since 2019. He also participated in the Davos Alzheimer’s collaborative group from December 2021 to December 2022. From 2005 to 2009, Dr. von Eschenbach served as Commissioner of the U.S. Food and Drug Administration, following four years as Director of the National Cancer Institute at the National Institutes of Health. Earlier in his career, he spent 26 years at The University of Texas MD Anderson Cancer Center, where he served as Chairman of Urology, Director of the Prostate Cancer Research Program, Executive Vice President, and Chief Academic Officer. Dr. von Eschenbach currently serves on the boards or advisory boards of the Angiogenesis Foundation, the Reagan Udall Foundation for the FDA, Arbital Health, the Wake Forest Institute of Regenerative Medicine, and Kreftech Inc. He previously served as a director of TriSalus Life Sciences, Radius Health, Celularity, Inc., Bausch Health Companies Inc., and the Prostate Cancer Foundation. Dr. von Eschenbach holds a Bachelor of Science degree from St. Joseph’s University and a medical degree from the Georgetown University School of Medicine. He completed his residency in surgery and urology at Pennsylvania Hospital and the University of Pennsylvania and a fellowship in urologic oncology at The University of Texas MD Anderson Cancer Center. Dr. von Eschenbach was selected to serve on the Board based on his distinguished career in healthcare policy, clinical medicine and regulatory leadership, including service as Commissioner of the U.S. Food and Drug Administration. The Board believes his expertise supports oversight of regulatory strategy, public health considerations and innovation. | | | | Current Public Company Directorships | | Previous Public Company Directorships | | +None | | +Bausch Health Companies Inc. +Celularity, Inc. +TriSalus Life Sciences, Inc. +Radius Health |
2025 B+L Director Compensation Table
2025 B+L Director Compensation Table The table below shows the total compensation paid to each non-employee director who served on our Board during 2025.
2025 B+L Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2)(3) | All Other Compensation ($) | Total ($) | | Nathalie Bernier | 100,000 | 239,988 | — | 339,988 | | Gary Hu(4) | 68,562 | 239,988 | — | 308,550 | | Brett Icahn(4)(5) | 49,863 | 239,988 | — | 289,851 | | Sarah B. Kavanagh(5) | 112,500(6) | 239,988 | — | 352,488 | | Karen L. Ling | 100,000 | 239,988 | — | 339,988 | | John A. Paulson(5)(7) | 21,875 | 283,730 | — | 305,605 | | Russel C. Robertson(7) | 25,625(8) | 291,218 | — | 316,843 | | Thomas W. Ross, Sr. | 145,000 | 239,988 | — | 384,988 | | Andrew C. von Eschenbach, M.D. | 102,500 | 239,988 | — | 342,488 |
2025 B+L Director Compensation Table
(1)Numbers rounded to the nearest dollar. (2)The amounts in this column reflect the aggregate grant date fair values of the annual equity awards granted in the form of RSUs to each of our non-employee directors in 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 B+L Common Shares on the date of grant for purposes of determining the individual grant amounts. The actual value, if any, realized by our non-employee directors for these awards is a function of the value of the shares if and when they vest. For additional information on how we account for equity-based compensation, see Note 13 to our consolidated financial statements in our Annual Report. In 2025, we granted each of our non-employee directors serving on our Board an annual equity award of 20,338 RSUs, which will vest on the date immediately preceding the date of the Annual Meeting of Shareholders. Ms. Bernier, Ms. Kavanagh, Mr. Paulson, Mr. Robertson, Mr. Ross and Dr. von Eschenbach each elected to defer the settlement of such annual equity award; accordingly, the B+L Common Shares underlying the RSUs awarded to them in 2025 that vest will not be settled until their “separation from service.” (3)As of December 31, 2025, each of our non-employee directors held 20,338 outstanding and unvested RSUs. In addition, as of December 31, 2025, the following non-employee directors held outstanding and vested RSUs (that were either (i) granted pursuant to an election by the non-employee director to receive their annual cash retainer in the form of vested RSUs or (ii) an annual equity retainer grant that previously vested pursuant to its terms and for which the director elected to defer settlement), in each case the settlement of which is deferred until the applicable non-employee director’s “separation from service”: Ms. Bernier, 49,128 RSUs; Ms. Kavanagh, 27,553 RSUs, Mr. Paulson, 25,672 RSUs; Mr. Robertson, 40,410 RSUs; Mr. Ross, 27,553 RSUs; and Dr. von Eschenbach, 27,553 RSUs. (4)Messrs. Hu and Icahn retired from our Board effective August 14, 2025. (5)Messrs. Icahn and Paulson and Ms. Kavanagh also served as non-employee directors of BHC during 2025 and received the following compensation from BHC in their capacity as such:
2025 B+L Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(a) | All Other Compensation ($) | Total ($) | | Brett Icahn | 12,329 | 322,324 | — | 334,653 | | Sarah B. Kavanagh | 127,491 | 250,000 | — | 377,491 | | John A. Paulson | — | 500,000 | — | 500,000 |
2025 B+L Director Compensation Table
(a)The amounts in this column reflect the aggregate grant date fair values of the annual equity awards granted by BHC in the form of BHC RSUs to each of these non-employee directors in 2025 for their service on the BHC Board of Directors, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. As of December 31, 2025, the non-employee directors held the following outstanding BHC RSUs:
2025 B+L Director Compensation Table
| Name | Outstanding BHC RSUs | | Brett Icahn | — | | Sarah B. Kavanagh | 236,359 | | John A. Paulson | 360,120 |
2025 B+L Director Compensation Table
(6)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. (7)Both of Messrs. Paulson and Robertson received 100% of their 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 their “separation from service”. The number of RSUs was determined by dividing the aggregate value of the portion of the director’s annual cash retainer covered by such election by the closing price of B+L Common Shares on the date of grant. Messrs. Paulson and Robertson received cash payments in lieu of deferred RSU awards for the second quarter of 2025. (8)For Q2 2025, Mr. Robertson’s fees earned were paid in Canadian Dollars (CAN). The amounts were converted from USD to CAN using an exchange rate of 1.3673, which was in effect on June 18, 2025.
Compensation Process
| | Role of Management | | Our CEO: +makes recommendations to our Talent and Compensation Committee for base salary, annual incentive awards and equity grants for each NEO (other than the CEO, whose compensation is determined solely by our Talent and Compensation Committee or recommended to the Board for approval); and +with the Chief Human Resources Officer, provides recommendations to the Talent and Compensation Committee on other elements of our compensation program for senior executives, including, for example, the design and metrics under our annual and long-term incentive programs. Our CEO and Chief Human Resources Officer also lead a process each year to establish individual strategic priorities for the senior executive team (including the NEOs) that tie to the achievement of the Company’s priorities for the fiscal year. | |
Compensation Process
| | Role of the Independent Compensation Consultant | | Our Talent and Compensation Committee engaged the services of Pay Governance as its independent compensation consultant to provide advice on executive compensation matters. Pay Governance: +reported directly to our Talent and Compensation Committee, which instructed the compensation consultants to give it objective advice and without influence by management, and to provide such advice for the benefit of the Board and our shareholders; +did not provide any other services to the Company or its management; and +was evaluated by the Talent and Compensation Committee in terms of its independence by considering the requirements adopted by the NYSE and the SEC. The Talent and Compensation Committee regularly reviews, no less than annually, the independence of our compensation consultant in light of SEC and NYSE requirements. At this time, the Talent and Compensation Committee has determined that no conflict of interest exists for our compensation consultant. | |
Peer Group
Peer Group Our Talent and Compensation Committee has established a peer group that reflects relevant business and talent competitors for Bausch + Lomb. Specifically, we focused on identifying companies in the health care equipment and health care supplies sectors, as well as companies in the life sciences, pharmaceutical, and consumer product sectors, with revenues of approximately 0.4 times to 2.5 times our scope. In 2025, the Talent and Compensation Committee conducted its annual review of the peer group and considered the recommendation of Pay Governance, its independent compensation consultant. The Talent and Compensation Committee believes the peer group continues to sufficiently represent companies in the eye care industry and did not add or remove any peers as a result of this review. The following is the list of peers for 2025:
Peer Group
| Agilent Technologies, Inc. (A) Alcon Inc. (ALC) Align Technology, Inc. (ALGN) The Cooper Companies, Inc. (COO) Dentsply Sirona Inc. (XRAY) | DexCom, Inc. (DXCM) Edwards Lifesciences Corporation (EW) Hologic, Inc. (HOLX) Jazz Pharmaceuticals plc (JAZZ) Organon & Co. (OGN) | Perrigo Company plc (PRGO) ResMed Inc. (RMD) Teleflex Incorporated (TFX) Viatris (VTRS) Zimmer Biomet Holdings, Inc. (ZBH) |
Peer Group
We use data from this peer group to benchmark pay levels, as well as pay practices. In addition to proxy data for the above companies, our Talent and Compensation Committee also utilizes Willis Towers Watson’s Pharmaceuticals and Health Sciences Survey to supplement this data both in terms of pay levels and pay practices. Our Talent and Compensation Committee references the 25th, 50th, and 75th percentiles of the market data for total compensation opportunity as a guide when making decisions. Market data is one element that our Talent and Compensation Committee uses to make pay decisions. Multiple factors are considered in determining total compensation opportunity, including our compensation philosophy, the executive’s role and responsibility, the executive’s past performance, internal equity, and expected contributions and experience in the role.
2025 Annual Incentive Program
2025 Annual Incentive Program Our 2025 annual incentive program (the “2025 AIP”) provided an opportunity for our senior executives, including our NEOs, to earn an annual incentive bonus, paid in cash, based on the achievement of certain financial targets and individual strategic priorities.
2025 AIP Opportunity
2025 AIP Opportunity The current NEOs’ annual incentive targets, as a percentage of base salary, are set forth in the table below. The annual incentive targets set forth in the table below were not changed in 2025, except for Mr. Saunders’ annual incentive target which, pursuant to his employment agreement, is 200% for each year of his employment commencing with 2025.
2025 AIP Opportunity
| NEO | Annual Incentive Target | | Brenton L. Saunders | 200% | | Sam A. Eldessouky | 80% | | A. Robert D. Bailey | 80% | | Yehia Hashad, M.D. | 80% | | Andrew J. Stewart | 80% |
2025 AIP Opportunity
For 2026, annual incentive targets for our NEOs have not changed from the percentages listed above.
2025 AIP Design
2025 AIP Design For our senior executives, including our NEOs, in order to continue to reinforce our high-performance culture and drive accelerated growth, the 2025 AIP is calculated based on performance against pre-established financial targets approved by the Board and performance against pre-established individual strategic priorities in order to determine each NEO’s final payout. Unless threshold performance based on Company performance against these pre-established financial targets is achieved, no payout can be awarded regardless of each NEO’s performance against their individual strategic priorities.
2025 AIP Design
| Bonus Target (Target Bonus % X December 31st Salary) | | Funding Based on B+L Financial Targets (0% to 200%) | | Range Based on Individual Performance (0% to 150%) | | Total Payout of Target Bonus (0% up to a cap of 250%) | | | | | | | | |
2025 AIP Design
As a first step, funding is determined based on Company performance against pre-established financial targets. We utilize Adjusted EBITDA excluding Acquired IPR&D (non-GAAP)(1) and Revenues to determine funding of the 2025 AIP, since they are two of the key financial metrics our shareholders use to assess our performance. Adjusted EBITDA excluding Acquired IPR&D (non-GAAP)(1) is weighted 60% and Revenues are weighted 40%, in order to focus our NEOs on delivering top line organic growth while delivering quality earnings in alignment with the interests of our shareholders. This determines the funding based on financial targets. For our 2025 AIP, the threshold, target, and stretch performance and corresponding funding levels were as follows.
2025 AIP Design
| Performance vs 2025 AIP | Below Threshold <90% | Threshold 90% | Target 100% | Stretch 110% | Above Stretch >110% | | Adjusted EBITDA excluding Acquired IPR&D (non-GAAP)(1) | | | | | | | | 0% Funding | 50% Funding | 100% Funding | 200% Funding | 200% Funding | | | <90% | 90% | 100% | 110% | >110% | | Revenues | | | | | | | | 0% Funding | 50% Funding | 100% Funding | 200% Funding | 200% Funding |
2025 AIP Design
(1)This is a non-GAAP measure. Please see Appendix C for additional information. Once funding is determined based on Company performance against these pre-established financial metrics, each NEO’s individual performance is assessed against pre-established individual strategic priorities. Based on this assessment, an individual multiplier between 0% and 150% is applied to determine each NEO’s final payout, with total payouts capped at 250% of target. Regardless of the level of funding based on financial metrics and the individual multiplier based on individual performance, payouts for NEOs cannot exceed 250% of their target bonus. Our Talent and Compensation Committee determines whether the financial metrics and individual strategic priorities have been achieved. In addition, it retains the discretion to reduce or eliminate payouts for individual executives, including the NEOs, even if financial metrics and individual strategic priorities are met. In making these decisions, our Talent and Compensation Committee may consider factors such as the performance of the individual executive against his or her individual strategic priorities or additional financial metrics applicable to the business or functional area for which the NEO is responsible.
2025 Financial Objectives
| Financial Metric | Weighting | Threshold | Target | Stretch | Payout(2) |
2025 AIP Payouts
2025 AIP Payouts Based on performance against the pre-established 2025 Financial Targets (100% funding for all NEOs) and individual multipliers (ranging for each NEO from 110% to 125%) the following total payouts were approved for our NEOs:
2025 AIP Payouts
| NEO | 2025 Incentive Target | 2025 Bonus Funding (%) | | 2025 Bonus Funding ($) | Individual Multiplier | | Final Bonus Payout | Bonus Payout as % of Target (1) | | Brenton L. Saunders | $3,200,000X | 100% | = | $3,200,000X | 125% | = | $4,000,000 | 125% | | Sam A. Eldessouky | $620,000X | 100% | = | $620,000X | 120% | = | $744,000 | 120% | | A. Robert D. Bailey | $612,000X | 100% | = | $612,000X | 110% | = | $673,200 | 110% | | Yehia Hashad, M.D. | $584,000X | 100% | = | $584,000X | 120% | = | $700,800 | 120% | | Andrew J. Stewart | $504,000X | 100% | = | $504,000X | 120% | = | $604,800 | 120% |
2025 AIP Payouts
(1)Bonus Payout as % of Target is shown at the nearest whole percent. Our Talent and Compensation Committee did not make any further adjustments to the payouts as calculated above based on performance against these pre-established financial targets and individual strategic priorities.
Long-Term Incentive Program
Long-Term Incentive Program The Talent and Compensation Committee approved a long-term incentive program for 2025, and awards were granted using a balanced portfolio of PSUs, RSUs, and Stock Options (the “2025 LTI Program”). For the annual PSUs granted in 2025, the Talent and Compensation Committee utilized a balanced approach, measuring performance using one external metric (rTSR versus the S&P 500 Health Care Index) and one internal metric (Organic Revenue Growth (non-GAAP)(2), as described in more detail below).
2025 Long-Term Incentive Awards
2025 Long-Term Incentive Awards For 2025, all NEOs received an award under the 2025 LTI Program, with the following approximate aggregate values and mix.
2025 Long-Term Incentive Awards
| NEO | Approved Value(1) | PSUs | RSUs | Stock Options | | Brenton L. Saunders | $14,000,000 | 60% | 20% | 20% | | Sam A. Eldessouky | $3,300,000 | 50% | 30% | 20% | | A. Robert D. Bailey | $2,250,000 | 50% | 30% | 20% | | Yehia Hashad, M.D. | $1,400,000 | 50% | 30% | 20% | | Andrew J. Stewart | $1,300,000 | 50% | 30% | 20% |
2025 Long-Term Incentive Awards
(1)We note that the amounts included in the table above reflect the aggregate values of the annual RSUs, PSUs and Stock Options approved by the Talent and Compensation Committee for the above listed NEOs for 2025. These approved values reflected above may differ from the grant date fair value of these awards as reflected in the Summary Compensation Table that follows this CD&A, because of the accounting methodology used to report the PSUs in the Summary Compensation Table, as required by SEC rules. (2)Organic Revenue Growth, a non-GAAP ratio, is defined as a change on a period-over-period basis in revenues on a constant currency basis (if applicable) excluding the impact of acquisitions, divestitures and discontinuations. See Appendix C for further information on non-GAAP measures and ratios. For 2026, all NEOs are eligible to receive annual equity grants with an annual target grant date value determined in the sole discretion of the Talent and Compensation Committee, which will be approximately $14,000,000 for Mr. Saunders, $3,500,000 for Mr. Eldessouky, $2,250,000 for Mr. Bailey, $1,500,000 for Dr. Hashad and $1,400,000 for Mr. Stewart.
Performance Share Units (“PSUs”)
Performance Share Units (“PSUs”) PSUs provide senior executives with the right to receive B+L Common Shares at a future date, assuming performance against pre-determined metrics is achieved, specifically Organic Revenue Growth (non-GAAP) and rTSR. The value ultimately received is based on the performance against these metrics as well as the growth of B+L Common Share price over time. The number of PSUs that may be earned is capped at 200%. PSUs will cliff vest on the third anniversary of the grant date, assuming achievement of minimum performance criteria and continued employment through the applicable vesting date. For 2025, 75% of the PSU award was based on Organic Revenue Growth (non-GAAP) measured over three years, from January 1, 2025 through December 31, 2027. Strong Organic Revenue Growth is critical in driving shareholder value and is therefore used in both the 2025 AIP and as a PSU metric. Organic Revenue Growth (non-GAAP) is measured each year, and the number of PSUs ultimately delivered in 2027 is dependent on performance each year. Achievement of the Organic Revenue Growth (non-GAAP) metric is averaged over the performance periods, reflecting the outcome of each annual assessment. The remaining 25% of the PSU award is based on rTSR measured cumulatively over three years, from 2025 through 2027, as compared to companies in the S&P 500 Health Care Index. TSR is calculated based on the 20 days preceding the beginning of the performance period as compared to the 20 days preceding the end of the performance period, plus dividends and distributions made or declared (assuming they are reinvested in B+L Common Shares) during the performance period. Goals are established each year by the Talent and Compensation Committee. The following Organic Revenue Growth (non-GAAP) goals applied to the first performance measurement year of the 2025 PSU grant and the second performance measurement year of the 2024 PSU grant and the third year of the 2023 PSU grant:
Performance Share Units (“PSUs”)
| Performance | 2025 Organic Revenue Growth (non-GAAP)(1) | Payout | | Threshold | 4.5% | 50% | | Target | 6% | 100% | | Stretch | 7% | 200% |
Performance Share Units (“PSUs”)
(1)Organic Revenue Growth is a non-GAAP measure. Please see Appendix C for further information on non-GAAP measures and a reconciliation of non-GAAP financial measures to the most comparable GAAP financial measures. The following Total Shareholder Return goals apply to the 2025 grant:
Performance Share Units (“PSUs”)
| Performance | Percentile | Payout | | Below Threshold | Below 30th | 0% | | Threshold | 30th | 50% | | Target | 50th | 100% | | Stretch | 80th or Above | 200% |
Performance Share Units (“PSUs”)
As previously disclosed, if BHC’s spin-off distribution of B+L Common Shares does not occur prior to the date that is 120 calendar days before the first day of the applicable “TSR Measurement Start Date” (i.e., the 20 consecutive trading day period preceding the last day of the rTSR performance period), then in the case of the 2023, 2024, 2025, and 2026 rTSR Annual PSUs, the applicable rTSR performance metric will be deemed achieved at the target performance level (100%). If BHC's spin-off distribution of B+L Common Shares occurs prior to the date that is 120 calendar days before the first day of the applicable “TSR Measurement Start Date” then the rTSR performance metric applicable will be measured in accordance with the existing terms of the applicable PSU agreements.
Restricted Share Units (“RSUs”)
Restricted Share Units (“RSUs”) RSUs provide senior executives with the right to receive B+L Common Shares at a future date. The value ultimately received is based on the growth of the B+L Common Share price over time. The RSUs will vest 33% on each of the first, second and third anniversaries of the grant date, assuming continued employment through the applicable vesting date.
Stock Options
Stock Options Stock Options provide senior executives the opportunity to purchase B+L Common Shares at a price equal to the market price at the time of the grant. The value ultimately received is based on the growth of the B+L Common Share price over time. Stock Options vest ratably on the first three anniversaries of the grant date, and remain exercisable until the ten-year anniversary of the grant date.
Outperformance Plan
Outperformance Plan As previously disclosed, in early 2024 the Talent and Compensation Committee established an Outperformance Plan Performance Share Unit (the “Outperformance PSU”) award program for a limited number of key senior leaders, including each of our current NEOs (Mr. Saunders, Mr. Eldessouky, Mr. Bailey, Dr. Hashad and Mr. Stewart). This Outperformance PSU award was designed to reward the NEOs for achieving significant outperformance of stretch performance goals that, if achieved, would ultimately deliver substantial value to our shareholders. The target grant date value of the awards for each of the NEOs is $1,500,000. These Outperformance PSUs may be earned between 0% and 300% based on the level of achievement of: (i) a revenue metric (measured for fiscal year 2026) and (ii) rTSR metric measured against the 2024 compensation peer group over the three-year period ending December 31, 2026.
Outperformance Plan
| Relative TSR | Modifier | | Below the 40th percentile | 50% | | At or above the 40th percentile but below the 60th percentile | 70% | | At or above the 60th percentile but below the 75th percentile | 100% | | At or above the 75th percentile but below the 90th percentile | 130% | | At or above the 90th percentile | 150% |
Outperformance Plan
In the event that the Company’s absolute TSR during such period is negative, then the maximum payout of the Outperformance PSU award will be capped at 50%. Any Outperformance PSUs that are earned will vest on February 28, 2027, subject generally to the executive’s continued employment through such date, except in limited circumstances as set forth in the applicable award agreement. As previously disclosed in our 2025 proxy statement, if BHC's spin-off distribution of B+L Common Shares does not occur prior to the date that is 120 calendar days before the first day of the applicable “TSR Measurement Start Date” (i.e., the 20 consecutive trading day period preceding the last day of the rTSR performance period), the applicable rTSR modifier performance metric will no longer apply. If BHC's spin-off distribution of B+L Common Shares occurs prior to the date that is 120 calendar days before the first day of the applicable “TSR Measurement Start Date” then the rTSR performance metric applicable will be measured in accordance with the existing terms above.
2023 Performance Share Unit Vesting
2023 Performance Share Unit Vesting On March 1, 2026, the PSUs granted in 2023 to Mr. Eldessouky and Dr. Hashad vested based on their continued employment through the vesting date. For 2023, rTSR comprised 50% of the total PSU award and Organic Revenue Growth (non-GAAP) comprised the remaining 50% of the total PSU award, with the total number of PSUs that could be achieved capped at 200%. Since BHC's spin-off distribution of B+L Common Shares did not occur prior to the date that was 120 calendar days before the first day of the applicable “TSR Measurement Start Date” (i.e., the 20 consecutive trading day period preceding the last day of the rTSR performance period), the 2023 rTSR performance metric was deemed to be achieved at the target performance level of 100%. Organic Revenue Growth (non-GAAP) was measured over three years, from 2023 through 2025, which are shown in the table below. Based on these results, the Talent & Compensation Committee certified a payout percentage of 166%. As shown below, this was based on 200% achievement in 2023 and 2024, with Organic Revenue Growth (non-GAAP) exceeding the stretch goal, and 100% based on 2025 achievement, with Organic Revenue Growth (non-GAAP) meeting the target goal.
2023 Performance Share Unit Vesting
| Performance Year | Threshold Organic Revenue Growth % | Target Organic Revenue Growth % | Stretch Organic Revenue Growth % | Actual Organic Revenue Growth (non-GAAP)(1)% | Payout % | | 2023 | 4% | 5% | 6% | 8% | 200% | | 2024 | 4.5% | 6% | 7% | 10% | 200% | | 2025 | 4.5% | 6% | 7% | 6%(2) | 100% | | Final Payout (Average of Three Year Organic Revenue Growth %) | | | | | 166% |
2023 Performance Share Unit Vesting
(1)This is a non-GAAP ratio. Please see Appendix C for additional information and a reconciliation of non-GAAP financial measures to the most comparable GAAP financial measures. (2)The actual achievement of the Organic Revenue Growth (non-GAAP) performance metric for 2025 was adjusted in accordance with the terms of the award to exclude the effects of the Company’s voluntary recall of intraocular lenses on March 27, 2025. Because the complications were outside of the control of our NEOs, the Talent and Compensation Committee determined to equitably adjust the performance metric by excluding the effects of this recall, capped at 100% payout for 2025, which resulted in an increase of approximately 9% in the Final Payout. These 2023 PSUs were delivered in March 2026, as shown in the Outstanding Equity Awards at Fiscal Year End table beginning on page 59, and were subject to interpolation, on a straight-line basis, to reflect attained performance thresholds.
Equity Grant Practices
Equity Grant Practices We have the following practices regarding equity compensation grants: +It is the Talent and Compensation Committee’s policy to approve ordinary course annual equity awards on the day of the Talent and Compensation Committee’s regularly scheduled meeting held in February of each year, which is scheduled approximately a year in advance, with the grant date of such awards to be effective five (5) business days after the release of annual earnings for such year. At the Talent and Compensation Committee meeting, the Talent and Compensation Committee approves each NEO’s equity award, including any portion of each NEO’s annual equity award that will be granted as stock options. Occasionally, the Talent and Compensation Committee may also grant equity awards outside of our annual grant cycle, including for new hires, promotions or other special circumstances. The timing of any equity grants to executive officers in connection with any such new hires, promotions or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date). +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. +Under the Omnibus Plan, the exercise price of any stock option grant will be no less than 100% of the fair market value of our common stock subject to such option on the date of grant. +Equity award accounting complies with GAAP in the United States and is transparently disclosed in our SEC filings. During 2025, we did not grant stock options to any of our NEOs during the period(s) beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any MNPI.
2026 Compensation Program
2026 Compensation Program For our senior executives, including our NEOs, our Talent and Compensation Committee has determined that the 2026 annual incentive program will continue to be based on performance against pre-established financial targets (Adjusted EBITDA excluding Acquired IPR&D (non-GAAP)(1) and Revenues) approved by the Board and performance against pre-established individual strategic priorities, in order to determine each NEO’s final payout, with total payouts capped at 250% of target. The Talent and Compensation Committee approved changes to our long-term incentive program for 2026 in order to ensure we are continuing to provide our senior executives, including our NEOs, with an opportunity to be rewarded through long-term incentive vehicles and metrics that they have more direct control of at this time based on our current ownership structure with BHC. The Talent and Compensation Committee aligned the mix of awards for all NEOs, including the CEO, to 60% PSUs and 40% RSUs, eliminating the grant of Stock Options as part of our long-term incentive award mix. The use of Stock Options may be introduced again in the future, but at this time, given our ownership structure with BHC, we do not believe that continuing to utilize Stock Options is the best use of our share pool for the Company or for our shareholders. In addition to this change, the Talent and Compensation Committee also introduced a new PSU metric – Adjusted EBITDA excluding Acquired IPR&D(1) – to drive additional focus on bottom line earnings measured at the end of three years. The Adjusted EBITDA excluding Acquired IPR&D (non-GAAP) metric will be weighted 25%, while the Organic Revenue Growth (non-GAAP) metric weighting will be reduced from 75% to 50%; the rTSR metric weighting will remain at 25%. The Adjusted EBITDA excluding Acquired IPR&D (non-GAAP) metric will have a payout potential of up to 300% max, while the Organic Revenue Growth (non-GAAP) and rTSR metrics will continue to have a payout potential of up to 200% max. The reason for this increase in the payout potential for Adjusted EBITDA excluding Acquired IPR&D (non-GAAP) only is to offset the more limited ability of senior executives to directly impact the rTSR metric if BHC has not completed the spin-off distribution of B+L Common Shares, which would result in a payout of 100%, as described on page 48. Overall, we believe these changes will continue to drive accelerated growth for our shareholders in the long-term. (1)This is a non-GAAP measure. Please see Appendix C for additional information.
Matching Share Program
Matching Share Program NEOs are eligible to participate in the Bausch + Lomb Matching Share Program. Under this program, shares purchased on the open market by recipients are matched with one Matching Restricted Share Unit (“MRSU”) issued under the Omnibus Plan. Generally, MRSUs granted for a period of three years may not exceed the value of 50% of the sum of the NEO’s annual base salary and target annual cash bonus, less any shares sold within the past six months (excluding any shares sold to cover a tax obligation resulting from a vesting event). Subject to the provisions of the Omnibus Plan and applicable award agreements, MRSUs vest pro-rata over a three-year period, provided that the recipient is employed through the applicable vesting dates. Vesting ceases upon termination of employment (except in limited circumstances), and any MRSUs that do not become vested prior to the recipient’s termination of employment or that do not become vested according to the provisions of the terms of the award are forfeited. Mr. Saunders purchased 22,000 shares under this program with an approximate value of $250,000 during 2025.
Bausch + Lomb Separation Bonus Opportunity
Bausch + Lomb Separation Bonus Opportunity In October 2020, BHC’s Talent and Compensation Committee approved eligibility for a performance-based separation bonus, which requires the achievement of pre-determined milestones related to the separation transaction. Payment is made in cash, with 50% conditioned upon meeting internal readiness criteria for the separation of the two companies and the remaining 50% conditioned upon the successful close of the Bausch + Lomb separation transaction. The first 50% was paid in October 2021. On October 17, 2025, given that it had been five years since the separation bonuses were awarded and the full separation had not yet occurred, BHC’s Talent and Compensation Committee approved payment of the remaining 50% of these bonuses. In November 2025, Mr. Eldessouky received his final payment of $250,000. There are no further payments outstanding under this program.
Mr. Saunders’ Employment Agreement
Mr. Saunders’ Employment Agreement On February 14, 2023, Mr. Saunders and the Company entered into an Employment Agreement (the “CEO Employment Agreement”) with an initial four-year term that automatically renews for successive one-year periods unless either party provides timely notice of non-renewal. The agreement provides Mr. Saunders with an annual base salary of $1,600,000 and an annual cash bonus with a target value of 200% of his base salary for the 2025 fiscal year and each fiscal year thereafter. He also received a one-time $6,500,000 sign-on cash bonus and recognition of his prior service for benefit program purposes. Additionally, he is provided with personal use of a Company car and driver, the Company’s aircraft (capped at $150,000 per fiscal year) and use of a corporate apartment in Bridgewater, New Jersey. Mr. Saunders is eligible to receive equity grants on an annual basis with an annual target grant date value determined in the sole discretion of the Talent and Compensation Committee, which was approximately $14,000,000 for the Company’s 2025 fiscal year. On July 21, 2025, in light of the fact that BHC had not yet completed the spin-off distribution of B+L Common Shares, the Company entered into (a) an amendment to the employment agreement with Mr. Saunders, and (b) an amended and restated award agreement governing the terms of Mr. Saunders’ award of performance share units previously granted to him in connection with his appointment as our Chief Executive Officer on February 23, 2023 (the “New Hire PSUs”). These changes were necessary to ensure Mr. Saunders’ continued employment terms are not contingent upon, or impacted by, the timing of BHC’s completion of the spin-off distribution of B+L Common Shares. Under the amended employment agreement, Mr. Saunders agreed to limit the scope of his “good reason” severance rights relating to such spin-off of the Company from BHC by removing the provision triggering such severance right based on the timing of the spin-off. Pursuant to the New Hire PSU amendment, the New Hire PSUs will now vest and payout between 120% and 330% of the target award on February 23, 2029 (the “New Performance End Date”), based on the level of achievement of (i) specified share-price hurdle goals ranging from US$26.57 per share to US$39.06 per share measured as of the New Performance End Date and (ii) a new cumulative Adjusted EBITDA performance modifier goal for the Company’s 2025 - 2028 fiscal years measured against specified cumulative targets (which modifies the payout between a range of -40% to +40% of the payout level under the share-price hurdle performance goal), subject to Mr. Saunders’ continued employment through the New Performance End Date (subject to certain exceptions). This modification resulted in an incremental fair value of $12,862,500, which is reflected in the Stock Awards column of the Summary Compensation Table for 2025 for Mr. Saunders. Given that BHC has not yet completed the spin-off distribution of B+L Common Shares, and the importance of Mr. Saunders to our future success, we believe these changes are in the best interest of our shareholders in the long-term. The consequences of Mr. Saunders’ termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments upon Termination or Change in Control” beginning on page 62. Mr. Saunders is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for one year following termination of employment for any reason.
Mr. Eldessouky’s Employment Agreement
Mr. Eldessouky’s Employment Agreement On June 1, 2021, BHC entered into an employment agreement with Mr. Eldessouky upon his appointment as CFO, which was assigned to the Company upon the closing of the B+L IPO. The initial three-year term of Mr. Eldessouky’s agreement commenced on June 1, 2021. The term will automatically renew for successive one-year periods unless either party provides notice of non-renewal. Pursuant to his agreement, Mr. Eldessouky receives a base salary and a target annual incentive opportunity equal to 80% of his base salary. Ongoing equity grants are at the sole discretion of our Talent and Compensation Committee. The consequences of Mr. Eldessouky’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments upon Termination or Change in Control,” beginning on page 62. Mr. Eldessouky is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for one year following termination of employment for any reason.
Mr. Bailey’s Employment Agreement
Mr. Bailey’s Employment Agreement On April 11, 2023, Bausch + Lomb entered into an employment agreement with Mr. Bailey. The initial three-year term of Mr. Bailey’s agreement commenced on April 24, 2023. The term will automatically renew for successive one-year periods unless either party gives notice of non-renewal. Pursuant to his agreement, Mr. Bailey receives a base salary and a target annual incentive opportunity equal to 80% of his base salary. Ongoing equity grants are at the sole discretion of our Talent and Compensation Committee. The consequences of Mr. Bailey’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments Upon Termination or Change in Control,” beginning on page 62. Mr. Bailey is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for one year following termination of employment for any reason.
Dr. Hashad’s Employment Agreement
Dr. Hashad’s Employment Agreement In August 2022, Bausch + Lomb entered into an employment agreement with Dr. Hashad. The initial three-year term of Dr. Hashad’s agreement commenced on August 1, 2022. The term will automatically renew for successive one-year periods unless either party gives notice of non-renewal. Pursuant to his agreement, Dr. Hashad receives a base salary and a target annual incentive opportunity equal to 80% of his base salary. Ongoing equity grants are at the sole discretion of our Talent and Compensation Committee. The consequences of Dr. Hashad’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments Upon Termination or Change in Control,” beginning on page 62. Dr. Hashad is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for one year following termination of employment for any reason.
Mr. Stewart’s Employment Agreement
Mr. Stewart’s Employment Agreement On April 11, 2023, Bausch + Lomb entered into an employment agreement with Mr. Stewart. The initial three-year term of Mr. Stewart’s agreement commenced on April 24, 2023. The term will automatically renew for successive one-year periods unless either party gives notice of non-renewal. Pursuant to his agreement, Mr. Stewart receives a base salary and a target annual incentive opportunity equal to 80% of his base salary. Ongoing equity grants are at the sole discretion of our Talent and Compensation Committee. The consequences of Mr. Stewart’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments Upon Termination or Change in Control,” beginning on page 62. Mr. Stewart is subject to customary restrictive covenants, including non-solicitation covenants during his employment and for one year following termination of employment for any reason.
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 the Company in all capacities during the years ended December 31, 2025, 2024 and 2023.
2025 Summary Compensation Table
| Name | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Brenton L. Saunders(7) Chairman of the Board and Chief Executive Officer | 2025 | 1,600,000 | — | 23,778,578 | 2,799,998 | 4,000,000 | 15,750 | 32,194,326 | | | 2024 | 1,600,000 | — | 16,106,834 | 2,799,997 | 3,338,400 | 15,525 | 23,860,756 | | | 2023 | 1,396,923 | 6,500,000 | 27,870,000 | 7,305,493 | 2,181,436 | 55,199 | 45,309,051 | | Sam A. Eldessouky Executive Vice President and Chief Financial Officer | 2025 | 777,981 | 250,000 | 2,514,714 | 659,996 | 744,000 | 15,750 | 4,962,441 | | | 2024 | 766,885 | — | 4,479,329 | 750,000 | 829,250 | 15,525 | 6,840,989 | | | 2023 | 710,769 | — | 2,687,500 | 749,999 | 594,048 | 14,850 | 4,757,166 | | A. Robert D. Bailey Executive Vice President and Chief Legal Officer | 2025 | 767,942 | — | 1,714,561 | 449,998 | 673,200 | 27,250 | 3,632,951 | | | 2024 | 767,423 | — | 3,558,049 | 500,000 | 687,582 | 15,525 | 5,528,579 | | | 2023 | 519,231 | 200,000 | 2,049,705 | 1,999,997 | 430,816 | 14,850 | 5,214,599 | | Yehia Hashad, M.D. Executive Vice President of Research & Development and Chief Medical Officer | 2025 | 726,116 | — | 1,066,839 | 279,996 | 700,800 | 15,750 | 2,789,501 | | | 2024 | 696,846 | — | 2,867,061 | 312,499 | 629,160 | 20,525 | 4,526,091 | | | 2023 | 660,000 | — | 1,119,765 | 312,500 | 551,616 | 13,613 | 2,657,494 | | Andrew J. Stewart President, Global Pharmaceuticals and International Consumer | 2025 | 629,077 | — | 990,631 | 259,995 | 604,800 | 15,750 | 2,500,253 | | | 2024 | 616,269 | — | 2,636,714 | 250,000 | 552,762 | 26,525 | 4,082,270 | | | 2023 | 415,385 | 600,000 | 563,882 | — | 344,653 | 9,346 | 1,933,266 |
2025 Summary Compensation Table
(1)The amounts included in this column reflect salary earned during the respective year. (2)The amount included in this column for 2025 for Mr. Eldessouky reflects his BHC separation bonus paid in November 2025 and for Messrs. Saunders, Bailey and Stewart reflect the sign-on bonuses paid to such executives in 2023 in connection with the commencement of their employment with the Company. (3)The amounts reflected in this column for 2025 represent the aggregate grant date fair value of the Bausch + Lomb RSUs and PSUs granted to the NEOs in 2025, computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). The grant date fair values reflected in this column may differ from the approved values reflected in the CD&A because of the accounting methodology used to report the PSUs in this column, as required by SEC rules. The grant date fair value of the PSUs granted to the NEOs during 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 for annual PSUs granted to all NEOs), is $16,002,867 for Mr. Saunders, $3,143,389 for Mr. Eldessouky, $2,143,194 for Mr. Bailey, $1,333,541 for Dr. Hashad, and $1,238,285 for Mr. Stewart. The amount reflected in this column and in this footnote do not represent the actual amounts that will be paid to or realized by our NEOs for awards made during the respective fiscal year. Information regarding the assumptions used to value these awards is set forth in “Note 2—Significant Accounting Policies” and “Note 13—Share Based Compensation” to the audited consolidated financial statements included in the Company’s Annual Report. In addition, Mr. Saunders’ New Hire PSUs were modified in 2025, as described in more detail on page 52. This modification resulted in an incremental fair value of such award of $12,862,500, which is reflected in the table above for 2025 for Mr. Saunders. (4)The amounts reflected in this column for 2025 represent the aggregate grant date fair value of the Bausch + Lomb Stock Options granted to the NEOs in 2025, computed in accordance with FASB ASC Topic 718, and using Black-Scholes (excluding the effect of estimated forfeitures). Information regarding the assumptions used to value these awards is set forth in “Note 2—Significant Accounting Policies” and “Note 13—Share-Based Compensation” to the audited consolidated financial statements included in the Company’s Annual Report. (5)The amounts reflected in this column for 2025 represent the cash payout amounts under the 2025 AIP for each of the NEOs. For additional details regarding the 2025 AIP, see page 43 under “Components of Executive Compensation—2025 Annual Incentive Program”. (6)For 2025, amounts in this column for each NEO consist of the following:
2025 Summary Compensation Table
| | Saunders | Eldessouky | Bailey | Hashad | Stewart | | 401(k) Match | 15,750 | 15,750 | 15,750 | 15,750 | 15,750 | | Executive Physical | — | — | 11,500 | — | — | | Additionally, as noted above under Executive Benefits and Perquisites on page 52, for 2025, Mr. Saunders had no personal use of the Company aircraft and company car and driver. | | | | | |
2025 Summary Compensation Table
(7)Mr. Saunders was Chairman of the Board during 2025. He did not receive any additional compensation of any kind for his services as Chairman of the Board.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information on the grants of plan-based awards to the NEOs during the year ended December 31, 2025.
Grants of Plan-Based Awards
| Name | Grant Date | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares or Units(3) (#) | All Other Option Awards: Number of Securities (Stock or Options)(4) (#) | Exercise or Base Price of Underlying Option Awards(4) ($/Sh) | | Grant Date Fair Value(5) ($) | | | | Approval ㅤDate | | Threshold ($) | | | Target ($) | Maximum ($) | Threshold ($) | | Target ($) | Maximum ($) | | | | | | | Brenton L. Saunders | | | | | | | | | | | | | | | | | | | 2025 AIP | 2/7/2025 | | 2/7/2025 | | | — | 3,200,000 | 8,000,000 | | | | | | | | | | | 2025 RSUs | 2/26/2025 | | 2/7/2025 | | | | | | | | | | 168,168 | | | | 2,667,144 | | 2025 Stock Options | 2/26/2025 | | 2/7/2025 | | | | | | | | | | | 600,858 | 15.86 | | 2,799,998 | | 2025 TSR PSUs | 2/26/2025 | | 2/7/2025 | | | | | | | 63,063 | 126,126 | 252,252 | | | | | 2,000,359 | | 2025 Revenue Growth PSUs | 2/26/2025 | | 2/7/2025 | | | | | | | 189,189 | 378,378 | 756,756 | | | | | 6,001,075 | | 2025 Matching RSU | 5/22/2025 | | 5/22/2025 | | | | | | | | | | 22,000 | | | | 247,500 | | 2023 New Hire PSU(6) | 7/21/2025 | | 7/21/2025 | | | | | | | (6) | 750,000 | 2,475,000 | | | | 12,862,500 | | | Sam A. Eldessouky | | | | | | | | | | | | | | | | | | | 2025 AIP | 2/7/2025 | | 2/7/2025 | | | — | 620,000 | 1,550,000 | | | | | | | | | | | 2025 RSUs | 2/26/2025 | | 2/7/2025 | | | | | | | | | | 59,459 | | | | 943,020 | | 2025 Stock Options | 2/26/2025 | | 2/7/2025 | | | | | | | | | | | 141,630 | 15.86 | | 659,996 | | 2025 TSR PSUs | 2/26/2025 | | 2/7/2025 | | | | | | | 12,387 | 24,774 | 49,548 | | | | | 392,915 | | 2025 Revenue Growth PSUs | 2/26/2025 | | 2/7/2025 | | | | | | | 37,162 | 74,324 | 148,648 | | | | | 1,178,779 | | A. Robert D. Bailey | | | | | | | | | | | | | | | | | | | 2025 AIP | 2/7/2025 | | 2/7/2025 | | | — | 612,000 | 1,530,000 | | | | | | | | | | | 2025 RSUs | 2/26/2025 | | 2/7/2025 | | | | | | | | | | 40,540 | | | | 642,964 | | 2025 Stock Options | 2/26/2025 | | 2/7/2025 | | | | | | | | | | | 96,566 | 15.86 | | 449,998 | | 2025 TSR PSUs | 2/26/2025 | | 2/7/2025 | | | | | | | 8,446 | 16,891 | 33,782 | | | | | 267,891 | | 2025 Revenue Growth PSUs | 2/26/2025 | | 2/7/2025 | | | | | | | 25,338 | 50,675 | 101,350 | | | | | 803,706 | | Yehia Hashad, M.D. | | | | | | | | | | | | | | | | | | | 2025 AIP | 2/7/2025 | | 2/7/2025 | | | — | 584,000 | 1,460,000 | | | | | | | | | | | 2025 RSUs | 2/26/2025 | | 2/7/2025 | | | | | | | | | | 25,225 | | | | 400,069 | | 2025 Stock Options | 2/26/2025 | | 2/7/2025 | | | | | | | | | | | 60,085 | 15.86 | | 279,996 | | 2025 TSR PSUs | 2/26/2025 | | 2/7/2025 | | | | | | | 5,255 | 10,510 | 21,020 | | | | | 166,688 | | 2025 Revenue Growth PSUs | 2/26/2025 | | 2/7/2025 | | | | | | | 15,766 | 31,531 | 63,062 | | | | | 500,082 | | Andrew J. Stewart | | | | | | | | | | | | | | | | | | | 2025 AIP | 2/7/2025 | | 2/7/2025 | | | — | 504,000 | 1,260,000 | | | | | | | | | | | 2025 RSUs | 2/26/2025 | | 2/7/2025 | | | | | | | | | | 23,423 | | | | 371,489 | | 2025 Stock Options | 2/26/2025 | | 2/7/2025 | | | | | | | | | | | 55,793 | 15.86 | | 259,995 | | 2025 TSR PSUs | 2/26/2025 | | 2/7/2025 | | | | | | | 4,880 | 9,759 | 19,518 | | | | | 154,777 | | 2025 Revenue Growth PSUs | 2/26/2025 | | 2/7/2025 | | | | | | | 14,640 | 29,279 | 58,558 | | | | | 464,365 |
Grants of Plan-Based Awards
(1)2025 AIP represents the threshold, target and maximum awards set under the 2025 AIP. The values set forth in this row reflect their threshold, target and maximum bonus opportunities for fiscal year 2025. (2)This column shows the number of PSUs granted in 2025. PSUs cliff vest on the third anniversary of the grant date, in each case assuming achievement of minimum performance criteria and continued employment through the applicable vesting date. (3)This column shows the number of RSUs granted in 2025. These RSUs will vest ratably on the first three anniversaries of the grant, in each case subject to continued employment through the applicable vesting dates. (4)This column shows the number of non-qualified Stock Options granted in 2025. These Stock Options vest ratably on the first three anniversaries of the grant date, subject to continued employment through the applicable vesting dates, and remain exercisable until the ten-year anniversary of the grant date. The exercise price is the closing price on the date of grant of the B+L Common Shares. The aggregate number of Stock Options granted in 2025 expressed as a percentage of the total issued and outstanding B+L Common Shares as of December 31, 2025 (otherwise known as the “burn rate”) was 0.4%. (5)The amounts reflected in this column represent the aggregate grant date fair value of the Bausch + Lomb equity awards granted to the NEOs in 2025, computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures) and, for Stock Options, was determined using Black-Scholes (excluding the effect of estimated forfeitures). For PSUs, the grant date fair value is based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Subtopic 718-10. The grant date fair values reflected in this column may differ from the approved values reflected in the CD&A because of the accounting methodology used to report the PSUs in this column, as required by SEC rules. (6)Mr. Saunders’ New Hire PSUs were modified in 2025, as described in more detail on page 52. This modification resulted in an incremental fair value of such award of $12,862,500.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information on the outstanding Bausch + Lomb and BHC equity awards held by the NEOs as of December 31, 2025. The market value of the stock awards is based on the closing market price on December 31, 2025, which was $17.08 for B+L Common Shares.
Outstanding Equity Awards at Fiscal Year-End
| Name | Security | Date of Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Brenton L. Saunders | BLCO | 2/23/2023 | 879,120 | 439,561(1) | 18.60 | 2/23/2033 | | | | | | | BLCO | 2/23/2023 | | | | | 187,500(2) | 3,202,500 | | | | | BLCO | 2/23/2023 | | | | | | | 900,000(3) | 15,372,000 | | | BLCO | 2/28/2024 | 189,701 | 379,404(1) | 16.85 | 2/28/2034 | | | | | | | BLCO | 2/28/2024 | | | | | 125,280(4) | 2,139,782 | | | | | BLCO | 2/28/2024 | | | | | | | 375,839(5) | 6,419,330 | | | BLCO | 2/28/2024 | | | | | | | 281,879(6) | 4,814,493 | | | BLCO | 2/28/2024 | | | | | | | 302,013(7) | 5,158,382 | | | BLCO | 8/5/2024 | | | | | 21,500(15) | 367,220 | | | | | BLCO | 2/26/2025 | — | 600,858(1) | 15.86 | 2/26/2035 | | | | | | | BLCO | 2/26/2025 | | | | | 168,168(4) | 2,872,309 | | | | | BLCO | 2/26/2025 | | | | | | | 378,378(8) | 6,462,696 | | | BLCO | 2/26/2025 | | | | | | | 63,063(9) | 1,077,116 | | | BLCO | 5/22/2025 | | | | | 22,000(15) | 375,760 | | | | Sam A. Eldessouky | BHC | 3/1/2017 | 31,430(10) | — | 14.38 | 3/1/2027 | | | | | | | BHC | 3/7/2018 | 31,697(10) | — | 15.32 | 3/7/2028 | | | | | | | BHC | 2/27/2019 | 22,149(10) | — | 23.16 | 2/27/2029 | | | | | | | BHC | 2/26/2020 | 28,429(10) | — | 24.77 | 2/26/2030 | | | | | | | BHC | 3/3/2021 | 16,374(10) | — | 32.56 | 3/3/2031 | | | | | | | BHC | 6/1/2021 | 122,427(10) | — | 32.03 | 6/1/2031 | | | | | | | BLCO | 5/5/2022 | — | 494,505(11) | 18.00 | 5/5/2032 | | | | | | | BLCO | 5/5/2022 | | | | | 125,000(12) | 2,135,000 | | | | | BLCO | 3/1/2023 | 90,744 | 45,372(1) | 17.96 | 3/1/2033 | | | | | | | BLCO | 3/1/2023 | | | | | 14,173(4) | 242,075 | | | | | BLCO | 3/1/2023 | | | | | | | 70,578(13) | 1,205,472 | | | BLCO | 3/1/2023 | | | | | | | 42,517(14) | 726,190 | | | BLCO | 2/28/2024 | 50,813 | 101,626(1) | 16.85 | 2/28/2034 | | | | | | | BLCO | 2/28/2024 | | | | | 33,557(4) | 573,154 | | | | | BLCO | 2/28/2024 | | | | | | | 67,113(5) | 1,146,290 | | | BLCO | 2/28/2024 | | | | | | | 50,335(6) | 859,722 | | | BLCO | 2/28/2024 | | | | | | | 302,013(7) | 5,158,382 | | | BLCO | 2/26/2025 | — | 141,630(1) | 15.86 | 2/26/2035 | | | | | | | BLCO | 2/26/2025 | | | | | 59,459(4) | 1,015,560 | | | | | BLCO | 2/26/2025 | | | | | | | 74,324(8) | 1,269,454 | | | BLCO | 2/26/2025 | | | | | | | 12,387(9) | 211,570 |
Outstanding Equity Awards at Fiscal Year-End
| Name | Security | Date of Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | A. Robert D. Bailey | BLCO | 5/4/2023 | 286,122 | 143,062(1) | 17.50 | 5/4/2033 | | | | | | | BLCO | 4/24/2023 | | | | | 40,167(4) | 686,052 | | | | | BLCO | 2/28/2024 | 33,875 | 67,751(1) | 16.85 | 2/28/2034 | | | | | | | BLCO | 2/28/2024 | | | | | 22,372(4) | 382,114 | | | | | BLCO | 2/28/2024 | | | | | | | 44,743(5) | 764,210 | | | BLCO | 2/28/2024 | | | | | | | 33,557(6) | 573,154 | | | BLCO | 2/28/2024 | | | | | | | 302,013(7) | 5,158,382 | | | BLCO | 2/26/2025 | — | 96,566(1) | 15.86 | 2/26/2035 | | | | | | | BLCO | 2/26/2025 | | | | | 40,540(4) | 692,423 | | | | | BLCO | 2/26/2025 | | | | | | | 50,675(8) | 865,529 | | | BLCO | 2/26/2025 | | | | | | | 8,446(9) | 144,258 | | Yehia Hashad, M.D. | BLCO | 5/5/2022 | — | 137,362(11) | 18.00 | 5/5/2032 | | | | | | | BLCO | 5/5/2022 | | | | | 34,722(12) | 593,052 | | | | | BLCO | 3/1/2023 | 37,810 | 18,905(1) | 17.96 | 3/1/2033 | | | | | | | BLCO | 3/1/2023 | | | | | 5,905(4) | 100,857 | | | | | BLCO | 3/1/2023 | | | | | | | 29,406(13) | 502,254 | | | BLCO | 3/1/2023 | | | | | | | 17,715(14) | 302,572 | | | BLCO | 2/28/2024 | 21,172 | 42,344(1) | 16.85 | 2/28/2034 | | | | | | | BLCO | 2/28/2024 | | | | | 13,982(4) | 238,813 | | | | | BLCO | 2/28/2024 | | | | | | | 27,964(5) | 477,625 | | | BLCO | 2/28/2024 | | | | | | | 20,973(6) | 358,219 | | | BLCO | 2/28/2024 | | | | | | | 302,013(7) | 5,158,382 | | | BLCO | 2/26/2025 | — | 60,085(1) | 15.86 | 2/26/2035 | | | | | | | BLCO | 2/26/2025 | | | | | 25,225(4) | 430,843 | | | | | BLCO | 2/26/2025 | | | | | | | 31,531(8) | 538,549 | | | BLCO | 2/26/2025 | | | | | | | 5,255(9) | 89,755 | | Andrew J. Stewart | BLCO | 4/24/2023 | | | | | 11,050(4) | 188,734 | | | | | BLCO | 2/28/2024 | 16,937 | 33,876(1) | 16.85 | 2/28/2034 | | | | | | | BLCO | 2/28/2024 | | | | | 11,186(4) | 191,057 | | | | | BLCO | 2/28/2024 | | | | | | | 22,371(5) | 382,097 | | | BLCO | 2/28/2024 | | | | | | | 16,778(6) | 286,568 | | | BLCO | 2/28/2024 | | | | | | | 302,013(7) | 5,158,382 | | | BLCO | 2/26/2025 | — | 55,793(1) | 15.86 | 2/26/2035 | | | | | | | BLCO | 2/26/2025 | | | | | 23,423(4) | 400,065 | | | | | BLCO | 2/26/2025 | | | | | | | 29,279(8) | 500,085 | | | BLCO | 2/26/2025 | | | | | | | 4,880(9) | 83,350 |
Outstanding Equity Awards at Fiscal Year-End
(1)Non-qualified Stock Options will vest ratably on the first three anniversaries of the grant date, subject to continued employment through the applicable vesting date. Stock Options will remain exercisable until the ten-year anniversary of the grant date. (2)Mr. Saunders’ RSUs that were granted upon his hire are scheduled to vest in two equal installments on the second and third anniversaries of the grant date, subject to continued employment through each applicable vesting date. As of February 23, 2026, these RSUs are fully vested. (3)Mr. Saunders’ PSUs granted upon hire will cliff vest on February 23, 2029, assuming achievement of minimum performance criteria and continued employment through the applicable vesting date. As discussed above under Mr. Saunders’ Employment Agreement section on page 52, the PSUs vest between 120% and 330% of target. The amount reported here as outstanding reflects 120% of target. (4)Represents RSUs that are scheduled to vest ratably on the first three anniversaries of the grant date, subject to continued employment through each applicable vesting date. (5)PSUs will cliff vest on the third anniversary of the grant date, assuming achievement of minimum revenue growth performance criteria and continued employment through the applicable vesting date. The average of performance in 2024 and 2025, plus target performance for 2026, are reported as outstanding (133%). Revenue growth is measured each year, and the number of PSUs that are ultimately achieved will be determined following the end of the performance period on December 31, 2026 based on performance in each of 2024, 2025, and 2026. (6)PSUs will cliff vest on the third anniversary of the grant date, assuming achievement of minimum relative TSR performance criteria and continued employment through the applicable vesting date. Based on performance as of December 31, 2025, the target number of shares (100%) is reported as outstanding. Relative TSR will be measured at the end of the performance period, and the number of PSUs that are ultimately achieved will be determined following the end of the performance period on December 31, 2026. (7)Outperformance PSUs cliff vest on the third anniversary of the grant date, assuming achievement of (i) a revenue metric (measured for fiscal year 2026) and (ii) rTSR metric measured over the three-year period ending December 31, 2026. Based on performance as of December 31, 2025, the maximum number of shares (300%) is reported as outstanding. (8)PSUs will cliff vest on the third anniversary of the grant date, assuming achievement of minimum Organic Revenue Growth (non-GAAP) performance criteria and continued employment through the applicable vesting date. The average of performance in 2025, plus target performance in 2026 and 2027, are reported as outstanding (100%). Organic Revenue Growth (non-GAAP) is measured each year, and the number of PSUs that are ultimately achieved will be determined following the end of the performance period on December 31, 2027 based on performance in each of 2025, 2026, and 2027. (9)PSUs will cliff vest on the third anniversary of the grant date, assuming achievement of minimum relative TSR performance criteria and continued employment through the applicable vesting date. Based on performance as of December 31, 2025, the threshold number of shares (50%) is reported as outstanding. Relative TSR will be measured at the end of the performance period, and the number of PSUs that are ultimately achieved will be determined following the end of the performance period on December 31, 2027. (10)BHC non-qualified Stock Options remain exercisable until the ten-year anniversary of the grant date. (11)The Founder Stock Options will vest ratably on the first three anniversaries of the grant date, or, if later, upon the full separation from BHC or a change in control of the Company, subject to continued employment as of the vesting date. The Founder Stock Options will remain exercisable until the ten-year anniversary of the grant date. As described in the 2024 proxy statement, if BHC’s spin-off distribution of B+L Common Shares does not occur by May 5, 2026, these Stock Options will vest. (12)The Founder RSUs for Mr. Eldessouky will vest 50% on each of the second and third anniversaries of the grant date or, if later, the earlier of the full separation from BHC or a change in control of the Company assuming continued employment through the applicable vesting date. The Founder RSUs for Dr. Hashad will vest 100% on the second anniversary from the grant date, or, if later, the earlier of the full separation from BHC or a change in control of the Company assuming continued employment through the applicable vesting date. As described in the 2024 proxy statement, if BHC’s spin-off distribution of B+L Common Shares does not occur by May 5, 2026, these RSUs will vest. (13)PSUs cliff vested on the third anniversary of the grant date based on Organic Revenue Growth (non-GAAP) performance criteria. As described on page 49, 166% of PSUs fully vested on March 1, 2026. (14)PSUs cliff vested on the third anniversary of the grant date based on relative TSR performance criteria. As described on page 49, 100% of PSUs fully vested on March 1, 2026. (15)Represents Matching RSUs that will vest ratably on the first three anniversaries of the grant date, assuming continued employment through each applicable vesting date.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table provides information regarding option exercises by the NEOs during 2025 and B+L Common Shares acquired on the vesting of RSUs held by the NEOs during 2025.
Option Exercises and Stock Vested
| Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Net Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Brenton L. Saunders | — | — | 10,750 | 155,230 | | Sam A. Eldessouky | — | — | 11,667 | 167,071 | | A. Robert D. Bailey | — | — | 40,167 | 557,920 | | Yehia Hashad, M.D. | — | — | 11,667 | 167,071 | | Andrew J. Stewart | — | — | 11,050 | 153,485 |
Option Exercises and Stock Vested
(1)The amounts reflected in this column represent the market value of the underlying B+L Common Shares as of the vesting date.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The following table sets forth the expected benefits to be received by each current NEO in each of the following termination scenarios. This table assumes a termination date of December 31, 2025 and a stock price of $17.08 for B+L Common Shares, which was the closing price on December 31, 2025, the last business day of the year. The receipt of benefits is generally subject to the execution and non-revocation of a release of claims. Other relevant assumptions and explanations are set forth in the footnotes following the table.
Potential Payments upon Termination or Change in Control
| | Termination without Cause or for Good Reason ($) | Termination in connection with a Change in Control ($) | Termination due to Death or Disability ($) | Termination due to Retirement ($) | | Brenton L. Saunders | | | | | | Cash(1) (2) | 13,600,000 | 14,538,400 | — | — | | BLCO RSUs and PSUs(3) (4)(5) | 38,023,787 | 44,014,178 | 39,020,612 | — | | BLCO Stock Options(3) (4)(5) | 537,802 | 820,310 | 820,310 | — | | Other Benefits(6) | 45,078 | 45,078 | — | — | | Total Estimated Incremental Value | 52,206,667 | 59,417,966 | 39,840,922 | — | | Sam A. Eldessouky | | | | | | Cash(7) | 2,015,000 | 3,410,000 | — | — | | BLCO RSUs and PSUs(8) (9)(12) | 5,771,130 | 13,243,892 | 10,600,677 | — | | BLCO Stock Options(8) (9)(12) | — | 196,163 | 196,163 | — | | Other Benefits(13) | 22,539 | 22,539 | — | — | | Total Estimated Incremental Value | 7,808,669 | 16,872,594 | 10,796,840 | — | | A. Robert D. Bailey | | | | | | Cash(10) | 1,989,000 | 3,366,000 | — | — | | BLCO RSUs and PSUs(11)(12)(14) | 1,740,327 | 8,775,844 | 6,027,149 | 1,202,100 | | BLCO Stock Options(11)(12)(14) | — | 133,393 | 133,393 | 15,583 | | Other Benefits(13) | 17,833 | 35,666 | — | — | | Total Estimated Incremental Value | 3,747,160 | 12,310,903 | 6,160,542 | 1,217,683 | | Yehia Hashad, M.D. | | | | | | Cash(7) | 1,898,000 | 3,212,000 | — | — | | BLCO RSUs and PSUs(8) (9)(12) | 2,108,083 | 8,251,299 | 5,976,205 | — | | BLCO Stock Options(8) (9)(12) | — | 83,043 | 83,043 | — | | Other Benefits(13) | 25,395 | 25,395 | — | — | | Total Estimated Incremental Value | 4,031,478 | 11,571,737 | 6,059,248 | — | | Andrew J. Stewart | | | | | | Cash(10) | 1,638,000 | 2,772,000 | — | — | | BLCO RSUs and PSUs(11)(12) | 715,859 | 6,956,419 | 4,516,596 | — | | BLCO Stock Options(12) | — | 75,859 | 75,859 | — | | Other Benefits(13) | 22,539 | 45,078 | — | — | | Total Estimated Incremental Value | 2,376,398 | 9,849,356 | 4,592,455 | — |
Potential Payments upon Termination or Change in Control
(1)As shown above under “Termination without Cause or for Good Reason” and “Termination in connection with a Change in Control,” if Mr. Saunders’ employment is terminated by the Company without Cause, due to the Company’s non-renewal of the employment term, or if he resigns for Good Reason (in each case as defined in the CEO Employment Agreement), Mr. Saunders will be entitled to receive his earned but unpaid annual bonus for the year preceding his termination date, a prorated annual bonus for the year of his termination based on actual performance (or, if the Good Leaver Termination occurs within 30 days prior to or 24 months following a change in control, based on the greater of actual performance and target performance), a lump sum cash payment equal to two times the sum of his base salary and target bonus (or, if the Good Leaver Termination is during the change in control period, two times the sum of his base salary and the greater of his average annual bonus for the two performance years prior to the year of his termination date and his target bonus). These severance benefits are subject to his execution and non-revocation of a release of claims against the Company. (2)If Mr. Saunders experiences a termination of employment due to his death or disability, he will be entitled to receive his earned but unpaid annual bonus for the year prior to his termination date. (3)As shown above under “Termination without Cause or for Good Reason” if Mr. Saunders’ employment is terminated by the Company without Cause, due to the Company’s non-renewal of the employment term, or if he resigns for Good Reason, Mr. Saunders will be entitled to pro-rata vesting of 2025 and 2024 RSU and Stock Option awards and pro-rata vesting based on actual performance of 2025 and 2024 annual PSU awards (with an additional 12 months of vesting credit for any time-vesting equity awards held that have also met applicable minimum service requirements) and full vesting of the 2023 Equity Awards (with the PSUs vesting based on actual performance through the termination date and the Stock Options remaining exercisable for the remainder of their term). (4)As shown above under “Termination in connection with a Change in Control,” if Mr. Saunders’ employment is terminated by the Company without Cause, due to the Company’s non-renewal of the employment term, or if he resigns for Good Reason, Mr. Saunders will be entitled to full vesting of 2025 and 2024 RSU and Stock Option awards, full vesting of 2025 (at the greater of target or actual) and pro-rata vesting of 2024 (at target) annual PSU awards, and full vesting of Outperformance (“OPA”) PSUs at the higher of target and actual revenue performance and actual rTSR performance through the termination date (and Stock Options remaining exercisable for the remainder of their applicable term) and full vesting of the 2023 Equity Awards (with the PSUs vesting based on the greater of actual performance through the termination date and target, and the Stock Options remaining exercisable for the remainder of their term). (5)As shown above under “Termination due to Death or Disability,” if Mr. Saunders experiences a termination of employment due to his death or disability, he will be entitled to full vesting of 2025 and 2024 RSU and Stock Option awards, pro-rata vesting based on actual performance of 2025 and 2024 annual PSU awards, pro-rata vesting of OPA PSUs at actual performance through the termination date and full vesting of the 2023 Equity Awards (with the PSUs vesting based on actual performance through his termination date and the Stock Options remaining exercisable for the remainder of their term). (6)As shown above under “Termination without Cause or for Good Reason” and “Termination in connection with a Change in Control,” if Mr. Saunders’ employment is terminated by the Company without Cause, due to the Company’s non-renewal of the employment term, or if he resigns for Good Reason, Mr. Saunders will be entitled to receive up to 24 months of COBRA continuation coverage. He is also entitled to receive two additional years of age or service credit under Company retirement plans, subject to the terms of such plan or program. (7)As shown above under “Termination without Cause or for Good Reason,” the severance benefits payable to Mr. Eldessouky and Dr. Hashad provide that, in the event of an involuntary termination of employment by the Company without “cause” or resignation for “good reason” (as defined in their respective employment agreements), then they will be eligible to receive a cash severance payment equal to one times the sum of their annual base salary and annual target incentive award, plus payment of an annual cash bonus award for the year of termination (based on the lesser of actual achievement of applicable performance goals and target bonus, prorated based on the number of days employed during the year). As shown above under “Termination in connection with a Change in Control,” if Mr. Eldessouky and Dr. Hashad are terminated without cause, or for good reason, in contemplation of a change in control or within 12 months following a change in control, they will receive a cash severance payment equal to two times the sum of annual base salary and annual target incentive award, plus payment of an annual cash bonus award for the year of termination (based on target achievement and prorated based on the number of days employed during the year). (8)As shown above under “Termination without Cause or for Good Reason,” the Founder RSUs issued to Mr. Eldessouky and Dr. Hashad in May 2022 will vest upon their termination of service. As shown above under “Termination in connection with a Change in Control” and “Termination due to Death or Disability,” Founder RSUs and Founder Stock Options fully vest. (9)As shown above under “Termination without Cause or for Good Reason,” the RSUs issued to Mr. Eldessouky and Dr. Hashad in 2023 will vest upon their termination of service on a pro-rata basis, the Stock Options will be forfeited, and the PSUs will vest on a pro-rata basis based on actual performance. As shown above under “Termination in connection with a Change in Control” and “Termination due to Death or Disability,” RSUs and Stock Options fully vest, and PSUs pro-rata vest based on target performance in the case of a change in control and actual performance in the case of death or disability. (10)As shown above under “Termination without Cause or for Good Reason” and “Termination in connection with a Change in Control,” if Mr. Bailey or Mr. Stewart’s employment is terminated by the Company without Cause, due to the Company’s non-renewal of the employment term, or if resigning for Good Reason, Mr. Bailey and Mr. Stewart will be entitled to receive their earned but unpaid annual bonus for the year preceding their termination date, a prorated annual target bonus for the year of termination, and a lump sum cash payment equal to one times the sum of base salary and target bonus (or two times if in contemplation of a change in control, or within twelve months following a change in control). These severance benefits are subject to Mr. Bailey and Mr. Stewart’s execution and non-revocation of a release of claims against the Company. If Mr. Bailey or Mr. Stewart experiences a termination of employment due to death or disability, Mr. Bailey and Mr. Stewart will be entitled to receive any earned but unpaid annual bonus for the year prior to termination date. (11)As shown above under “Termination without Cause or for Good Reason,” “Termination in connection with a Change in Control” and “Termination due to Death or Disability,” the RSUs issued to Mr. Bailey and Mr. Stewart upon hire will vest upon their termination of service, and the Stock Options granted to Mr. Bailey will vest upon his termination of service.
Potential Payments upon Termination or Change in Control
(12)As shown above under “Termination without Cause or for Good Reason,” Messrs. Eldessouky, Bailey and Stewart and Dr. Hashad will be entitled to pro-rata vesting of 2025 and 2024 RSU awards and pro-rata vesting based on actual performance of 2025 and 2024 annual PSU awards (after a minimum requirement to be employed one year from the date of grant). As shown above under “Termination in connection with a Change in Control,” Messrs. Eldessouky, Bailey and Stewart and Dr. Hashad will be entitled to full vesting of 2025 and 2024 RSU and Stock Option awards, full vesting of 2025 (at the greater of target or actual) and pro-rata vesting of 2024 (at target) annual PSU awards, and full vesting of OPA PSUs at the higher of target and actual revenue performance (and actual rTSR performance) through the termination date. As shown above under “Termination due to Death or Disability,” Messrs. Eldessouky, Bailey and Stewart and Dr. Hashad will be entitled to full vesting of 2025 and 2024 RSU and Stock Option awards, pro-rata vesting based on actual performance of 2025 and 2024 annual PSU awards, and pro-rata vesting of OPA PSUs at actual performance through the termination date. (13)As shown above under “Termination without Cause or for Good Reason” and “Termination in connection with a Change in Control,” Messrs. Eldessouky, Bailey and Stewart and Dr. Hashad are entitled to receive 12 months of COBRA continuation coverage (or 24 months for Mr. Bailey and Mr. Stewart if in contemplation of a change in control, or within twelve months following a change in control). (14)As shown above under “Termination due to Retirement,” Mr. Bailey will be entitled to full vesting of annual RSUs and Stock Options and pro-rata vesting of PSUs based on actual performance after a minimum requirement to be employed one year from the date of grant (excluding the OPA PSU which does not have a retirement provision).
2025 Pay Ratio Disclosure
2025 Pay Ratio Disclosure
Pay Ratio
Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2025: +the median of the annual total compensation of all our employees (excluding our CEO) was $50,904; +the annual total compensation of our CEO was $32,194,326; and +the ratio of these two amounts was 632 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule.
Pay Versus Performance
Pay Versus Performance The following table sets forth the compensation for our Principal Executive Officer (the “PEO”) and the average compensation for our other NEOs, both as reported in the 2025 Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our Peer Group, Net (Loss) Income and Adjusted EBITDA excluding Acquired IPR&D (non-GAAP)(5).
Pay Versus Performance
| Year (a) | Summary Compensation Table Total for PEO (Brenton L. Saunders)(1) (b) | Compensation Actually Paid to PEO (Brenton L. Saunders)(2) (c) | Summary Compensation Table Total for PEO (Joseph C. Papa)(1) (b) | Compensation Actually Paid to PEO (Joseph C. Papa)(2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(1) (d) | Average Compensation Actually Paid to Non-PEO NEOs(2) (e) | Value of Initial Fixed $100 Investment Based On: | | Net (Loss) Income(4) (h) | Adjusted EBITDA excluding Acquired IPR&D (non- GAAP)(5) ($) (i) | | | | | | | | | Total Shareholder Return(3) (f) | Peer Group Total Shareholder Return(3) (g) | | | | 2025 | 32,194,326 | 27,233,709 | — | — | 3,471,287 | 5,846,348 | 85.40 | 90.74 | (360) | 891 | | 2024 | 23,860,756 | 21,412,419 | — | — | 5,244,482 | 5,414,562 | 90.30 | 93.86 | (317) | 878 | | 2023 | 45,309,051 | 36,157,891 | 9,528,086 | 5,644,847 | 4,318,944 | 3,286,641 | 85.30 | 103.30 | (260) | 738 | | 2022 | — | — | 19,781,761 | (3,950,168) | 4,434,753 | 1,920,894 | 77.55 | 96.74 | 6 | 720(6) |
Pay Versus Performance
(1)Compensation for our PEOs reflects the amounts reported in the Summary Compensation Table for the respective years. Our PEO in 2022 was Mr. Papa, our PEOs in 2023 were Mr. Saunders and Mr. Papa, and our PEO in 2024 and 2025 was Mr. Saunders. Average compensation for non-PEOs in 2022 includes the following NEOs: Mr. Eldessouky, Ms. Ackermann, Mr. Gordon, and Dr. Hashad. Average compensation for non-PEOs in 2023 includes the following NEOs: Mr. Eldessouky, Mr. Bailey, Dr. Hashad, Mr. Stewart, Ms. Ackermann, and Mr. Gordon. Average compensation for non-PEOs in 2024 and 2025 includes the following NEOs: Mr. Eldessouky, Mr. Bailey, Dr. Hashad, and Mr. Stewart. (2)Compensation actually paid for the PEO and average compensation actually paid for our non-PEO NEOs in 2025 reflect the respective amounts set forth in columns (b) and (d), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year. The amounts in the table below reflect the year-over-year change in fair value of equity awards granted to our NEOs in 2025. For information regarding the decisions made by our Talent and Compensation Committee in regards to the PEO’s and our other NEOs’ compensation for fiscal year 2025, see the “Compensation Discussion and Analysis” beginning on page 38.
Pay Versus Performance
| | PEO 2025 (Brenton L. Saunders) | | Non-PEOs 2025 | | Summary Compensation Table Total | | 32,194,326 | 3,471,287 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | | 26,578,576 | 1,984,183 | | Plus Fair Value for Awards Granted in the Covered Year | | 15,143,458 | 2,175,569 | | Change in Fair Value of BLCO Outstanding Unvested Awards from Prior Years | | 8,660,385 | 2,585,026 | | Change in Fair Value of BLCO Awards from Prior Years that Vested in the Covered Year | | (2,185,884) | (401,351) | | Less Fair Value of BLCO 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 | | 27,233,709 | 5,846,348 |
Pay Versus Performance
Fair values set forth in the table above are computed in accordance with FASB ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date or fair values of awards that were forfeited in the covered year, which are valued as of the last day of the year immediately preceding the covered year. (3)TSR is cumulative for the measurement periods beginning on the B+L IPO date and ending on each of December 31, 2025, December 31, 2024, December 31, 2023, and December 31, 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The Peer Group for purposes of this table is the same as our Peer Group as determined under Item 201(e) of Regulation S-K and described in Item 5 of the Company’s Annual Report. (4)Presented in millions. Reflects “Net (Loss) Income” as required to be disclosed in the Company’s Consolidated Statements of Income included in the Company’s Annual Report on Form 10-K for the years ended December 31, 2025, December 31, 2024, December 31, 2023, and December 31, 2022. (5)Presented in millions. EBITDA (non-GAAP) is Net (Loss) Income attributable to Bausch + Lomb Corporation (its most directly comparable U.S. GAAP financial measure) adjusted for interest expense, net, provision for income taxes, and depreciation and amortization. Adjusted EBITDA (non-GAAP) is EBITDA (non-GAAP) further adjusted for asset impairments, restructuring, integration and transformation costs, acquisition-related costs and adjustments (excluding amortization of intangible assets), share-based compensation, separation costs and separation-related costs, and other non-GAAP adjustments. Adjusted EBITDA excluding Acquired IPR&D (non-GAAP) is Adjusted EBITDA further adjusted to exclude Acquired IPR&D. This is a non-GAAP measure. Please see Appendix C for additional information and a reconciliation of non-GAAP financial measures to the most comparable GAAP financial measures and ratios. (6)Has not been adjusted to exclude approximately $1 million of Acquired IPR&D. The following table sets forth an unranked list of the financial performance measures that we view as the “most important” measures for linking our NEOs’ compensation to performance, as specifically listed below, which are metrics utilized under our annual cash and long-term incentive programs for 2025. For more information on the financial performance metrics that are listed below and how they are utilized in our compensation program, please see “Compensation Discussion and Analysis”.
Pay Versus Performance
| Performance Measures | | Revenues | | Adjusted EBITDA excluding Acquired IPR&D (non-GAAP)* | | Organic Revenue Growth (non-GAAP)** | | Relative Total Shareholder Return | | Absolute Shareholder Return |
Pay Versus Performance
* Adjusted EBITDA excluding Acquired IPR&D is a non-GAAP measure. ** Organic revenue growth, a non-GAAP ratio, is defined as a change on a period-over-period basis in revenues on a constant currency basis (if applicable) excluding the impact of acquisitions, divestitures and discontinuations. See Appendix C for additional information on non-GAAP financial measures and ratios.
Relationship Between Financial Measures and Compensation Actually Paid
Relationship Between Financial Measures and Compensation Actually Paid The SEC’s rules require that the pay versus performance disclosure include an unranked list of three to seven performance measures that the Company considers to be its most important measures used to align compensation actually paid to the NEOs to a company’s performance. The table above represents the unranked list of the “most important” financial measures the Company used to align compensation actually paid to our NEOs for fiscal year 2025 to the Company’s performance. From the above list of performance measures, we view Adjusted EBITDA excluding Acquired IPR&D (non-GAAP) as our most important financial performance measure used to link compensation actually paid to our PEOs and other NEOs to Company performance for fiscal 2025. Adjusted EBITDA excluding Acquired IPR&D (non-GAAP) is a key component of the Company’s performance-based incentive compensation program and is utilized under our AIP given it is a performance measure over which our NEOs can have significant impact. In addition, Adjusted EBITDA excluding Acquired IPR&D (non-GAAP) is directly linked to the Company’s long-term strategic growth plan and performance that drive shareholder value and is highly correlated with fluctuations in our stock price. Adjusted EBITDA excluding Acquired IPR&D (non-GAAP) is also being introduced in 2026 as part of the long-term incentive program, as described on page 50. As for the other performance measures listed in the table above, in fiscal 2025, Organic Revenue Growth (non-GAAP)** was weighted 75% and relative total shareholder return was weighted 25% in our long-term performance-based incentive compensation program, and absolute shareholder return ultimately impacts the value delivered under this program, all of which were key components of our NEOs’ pay in 2025. For additional information regarding how the above listed performance measures were utilized as part of our executive compensation program in fiscal 2025, see “Compensation Discussion and Analysis.”
Compensation Actually Paid Versus TSR and Versus Peer Group TSR
Compensation Actually Paid Versus TSR and Versus Peer Group TSR The following graph shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with our cumulative TSR and the cumulative TSR of our Peer Group over the covered fiscal years. For additional details regarding how TSR was utilized under our 2025 compensation program to link pay with performance, please refer to the Long-Term Incentive Program description starting on page 47.
Compensation Actually Paid Versus Net Income (Loss)
Compensation Actually Paid Versus Net Income (Loss) The following graph shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with our Net Income (Loss) over the covered fiscal years.
Compensation Actually Paid Versus Adjusted EBITDA excluding Acquired IPR&D (Non-GAAP)*
Compensation Actually Paid Versus Adjusted EBITDA excluding Acquired IPR&D (Non-GAAP)* The following graph shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with our Adjusted EBITDA excluding Acquired IPR&D (Non-GAAP)* over the covered fiscal years. For additional details regarding how Adjusted EBITDA excluding Acquired IPR&D (non-GAAP)* was utilized under our 2025 compensation program to link pay with performance, please refer to the 2025 Annual Incentive Program description starting on page 43. * Excludes Acquired IPR&D. This is a non-GAAP measure. See Appendix C for additional information on non-GAAP measures and ratios and a reconciliation of non-GAAP financial measures to the most comparable GAAP financial measures and ratios. ** Has not been adjusted to exclude approximately $ 1 million of Acquired IPR&D.
Compensation Actually Paid Versus Adjusted EBITDA excluding Acquired IPR&D (Non-GAAP)*
| PROPOSAL 3 | | Approval of an Amendment and Restatement of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan |
Compensation Actually Paid Versus Adjusted EBITDA excluding Acquired IPR&D (Non-GAAP)*
We are asking that our shareholders vote in favor of approving an amendment and restatement (the “amendment”) of the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan (as amended and restated from time to time) (the “Omnibus Plan”) to increase the number of B+L Common Shares of the Company authorized for issuance under the Omnibus Plan by an additional 25,000,000 B+L Common Shares. This amendment to the Omnibus Plan was approved by the Board on April 3, 2026, subject to shareholder approval.
Indebtedness of Directors and Officers
Indebtedness of Directors and Officers No current or former director, officer or employee of Bausch + Lomb, or any associate of any such individual, is as at the date hereof, or has been, during the year ended December 31, 2025, indebted to Bausch + Lomb or any of its subsidiaries in connection with a purchase of securities or otherwise. In addition, no indebtedness of these individuals to another entity has been the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by Bausch + Lomb or any of its subsidiaries.