DEF 14A of Bausch & Lomb Corp, Apr 29, 2024

DEF 14A of Bausch & Lomb Corp

Filed Apr 29, 2024 · FY20230001308179-24-000628

Open on EDGAR

  1. Election of Directors and Corporate Governance

    Election of Directors and Corporate Governance

  2. Election of Directors and Corporate Governance

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

  3. Election of Directors and Corporate Governance

    We have ten director nominees standing for election at the Meeting. Under the Canada Business Corporations Act (the “CBCA”), directors are elected annually. Directors elected at the Meeting will hold office until the close of the 2025 Annual Meeting of Shareholders of the Company, their successors are duly elected or appointed, or such director’s earlier resignation or removal. In an uncontested election, each director nominee is elected only if the number of votes cast in their favor represents a majority of the votes cast “for” and “against” them by the shareholders. In the event a director election becomes contested, votes “against” will be treated as votes “withheld”, with directors receiving the most “for” votes becoming elected. Each of the ten director nominees has established his or her eligibility and willingness to serve on the Board. Set forth in the section titled “Director Nominees” beginning on page 7 are the names of the director nominees together with details about their backgrounds and experience. Also indicated is the number of the Company’s securities beneficially owned, controlled or directed, directly or indirectly, as of April 2, 2024, by each of the director nominees, as well as the aggregate value based on the $16.42 per share closing price B+L Common Shares as reported on the New York Stock Exchange (“NYSE”) on April 2, 2024. For each director nominee, you will find a record of attendance at meetings of the Board and the committees of the Board on which such director nominee served during 2023, if applicable. The Board has determined that nine of the ten director nominees are independent within the meaning of all applicable securities regulatory and stock exchange requirements in Canada and the United States. In addition, in accordance with the applicable stock exchange requirements and Board committee charters, the Board has determined that all members of the Board’s Audit and Risk Committee, Talent and Compensation Committee and Nominating and Corporate Governance Committee are independent directors. Unless otherwise instructed, the designated proxyholders intend to vote FOR the election of the ten director nominees proposed by the Board in this Proxy Statement. If, for any reason, at the time of the Meeting any of these director nominees are unable or unwilling to serve, the Board may choose to fix its size at a smaller number (so long as such number is within the range provided in the Company’s Articles of Incorporation (as amended)) or may appoint an additional director to fill the position following the Meeting.

  4. Board Composition

    Board Composition

  5. Director Nominee Skills and Experience

    Director Nominee Skills and Experience

  6. Director Nominee Skills and Experience

    | Skills and Experience | | | | | | | | | | | | | | Accounting/Financial Has significant financial or accounting experience in positions requiring an understanding of financial reporting, internal controls and compliance requirements. | | | | | | | | | | | | | 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 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. | | | | | | | | | | |

  7. Director Nominee Skills and Experience

    | | Nathalie Bernier | Gary Hu | Brett Icahn | Sarah B. Kavanagh | Karen L. Ling | John A. Paulson | Russel C. Robertson | Thomas W. Ross, Sr. | Brenton L. Saunders | Andrew C. von Eschenbach, M.D. | | Board Tenure - Full Years | 2 | 2 | 2 | 2 | < 1 | 2 | 2 | 2 | 2 | 2 | | Age (as of April 2, 2024) - Years Old | 60 | 36 | 44 | 67 | 60 | 68 | 76 | 73 | 54 | 82 | | Gender | Female | Male | Male | Female | Female | Male | Male | Male | Male | Male | | Ethnically/Racially Diverse | | | | | | | | | | | | Geographic Diversity | Canada | United States | United States | Canada | United States | United States | Canada | United States | United States | United States |

  8. Director Nominees

    Director Nominees Nine out of the ten proposed director nominees are incumbent directors from our 2023 Annual Meeting of Shareholders. Richard De Schutter decided to not seek re-election at the Meeting. As further discussed below, Karen Ling joined the Board on February 27, 2024. Each director elected at the Meeting will hold office until the close of the 2025 Annual Meeting of Shareholders, his or her successor is duly elected or appointed, or such director’s earlier resignation or removal. The following narratives provide details about each of the director nominees’ background and experience, and summarize the specific attributes, competencies and characteristics that led to the determination of the Nominating and Corporate Governance Committee and the Board to nominate such individual as a director for election by the shareholders at the Meeting. In addition, each narrative lists the number of meetings of the Board and any applicable committee each director nominee attended during 2023, if applicable, and any public company directorships, other than with the Company, held by the nominees during the past five years. The narrative also sets out (i) the number of securities of the Company each director nominee beneficially owned, controlled or directed, directly or indirectly, as of April 2, 2024; (ii) the aggregate value of such securities based on the $16.42 per share closing price of B+L Common Shares on April 2, 2024, as reported on the NYSE; and (iii) the progress of each director nominee toward the director share ownership requirement established by the Board. For further detail regarding the share ownership requirement for non-employee directors, see the discussion in the section titled “Non-Employee Director Compensation Program — Directors’ Share Ownership” on page 37. For further detail regarding the share ownership requirement for Mr. Saunders, see the discussion in the section titled “Compensation Discussion and Analysis — Other Compensation Governance Practices — Share Ownership Guidelines” on page 57. Messrs. Icahn and Hu were recommended by the Icahn Group (as defined below), a shareholder of ours and our parent company, Bausch Health Companies Inc. (“BHC”), and appointed to the Board on June 21, 2022 in connection with the amendment and restatement of the Director Appointment and Nomination Agreement originally entered into on April 28, 2022, copies of which are included as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”). Messrs. Ross, Paulson and Robertson, Dr. von Eschenbach and Mmes. Kavanagh and Bernier were recommended by our parent company, BHC, and appointed to the Board on April 28, 2022 in connection with the Master Separation Agreement originally entered into by BHC and the Company on March 30, 2022 and amended on April 28, 2022, copies of which are included as exhibits to our Annual Report. Mr. Saunders was recommended by the CEO Search Committee and appointed to the Board on February 15, 2023, effective March 6, 2023, to replace Mr. Joseph Papa who stepped down from his roles as CEO of the Company and member of the Board on March 6, 2023, as previously disclosed in our Current Report on Form 8-K filed with the SEC and on SEDAR+ on February 15, 2023. Ms. Ling was appointed to the Board on February 27, 2024, as previously disclosed in our Current Report on Form 8-K filed with the SEC and on SEDAR+ on February 28, 2024. None of the directors or director nominees are related by blood, marriage or adoption to one another or to any executive officer of the Company.

  9. Director Nominees

    | | Nathalie Bernier, FCPA, FCA Quebec, Canada | INDEPENDENT | | | Corporate Director | | | | Age: 60 | Director since: 2022 |

  10. Director Nominees

    | Background Ms. Bernier serves as an independent director of the Company having served as a director since April 2022. Ms. Bernier served as Chief Financial Officer and Senior Vice President Strategic and Business Planning at the Public Sector Pension Investment Board, a large Canadian pension investment manager from August 2015 to September 2019. Prior to this role, Ms. Bernier spent nearly 30 years as an Audit and Advisory Partner at Arthur Andersen LLP and at KPMG LLP, where she served as Regional Managing Partner (Quebec) and as a member of KPMG’s Canadian Leadership team. Ms. Bernier is currently a director of RF Capital Group Inc., a publicly traded company, where she is the Chair of the Risk Committee and member of the Audit Committee. Ms. Bernier is also a director of the board of Canada Enterprise Emergency Funding Corporation, a Canadian crown corporation, where she serves as Chair of the Audit Committee. She is also a director of the board of Les Proprieties Docteur Penfield Inc., a private company. Ms. Bernier holds a Bachelor of Commerce degree from McGill University. She is a fellow of the Chartered Professional Accountants in Canada. The Board has determined that Ms. Bernier’s extensive experience as a public company board member and financial and accounting expertise qualify her to serve as a member of the Board. | | | Current Public Company Directorships + RF Capital Group Inc. 2023 Meeting Attendance: + Board – 6/6 + Audit and Risk Committee – 8/8 + Science and Technology Committee – 4/4 | Previous Public Company Directorships + None Stock Ownership: + 197 B+L Common Shares – $3,235 + 34,432 restricted share units (21,575 vested – $354,262 and 12,857 unvested - $211,112) + Total Equity Value at Risk(1) – $357,497, representing 71% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 447% of the director’s annual retainer |

  11. Director Nominees

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

  12. Director Nominees

    | | Gary Hu Florida, USA | INDEPENDENT | | | Portfolio Manager, Icahn Capital LP | | | | Age: 36 | Director since: 2022 |

  13. Director Nominees

    | Background Mr. Hu serves as an independent director of the Company having served as a director since June 2022. Mr. Hu has been a Portfolio Manager for Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, real estate and home fashion, since 2020. Prior to joining Icahn Capital LP, he held investment management roles at Silver Point Capital LP, a credit-focused investment firm, from 2012-2020 and Stockbridge Investors, the public securities affiliate of Berkshire Partners LLC, from 2010-2012. Mr. Hu has also served on the board of Dana Incorporated since 2022 and the board of International Flavors & Fragrances Inc., since February 2023, and was previously on the boards of Occidental Petroleum Corporation, Cloudera Inc. and Newell Brands Inc. Mr. Hu graduated from the University of Pennsylvania with a B.S. Econ in Finance and Accounting from The Wharton School and a B.A.S. in Computer Science from the School of Engineering and Applied Science. The Board has determined that Mr. Hu’s experience as a portfolio manager and other investment management roles has provided him with experience in investing and finance and complex credit matters, which qualifies him to serve as a member of the Board. | | | Current Public Company Directorships + Dana Inc. + International Flavors & Fragrances Inc. | Previous Public Company Directorships + Occidental Petroleum Corporation + Cloudera Inc. + Newell Brands Inc. | | 2023 Meeting Attendance: + Board – 6/6 + Audit and Risk Committee – 8/8 + Talent and Compensation Committee – 8/8 + Science and Technology Committee – 4/4 | Stock Ownership: + 13,256 B+L Common Shares – $217,664 + 12,857 restricted share units (0 vested – $0 and 12,857 unvested - $211,112) + Total Equity Value at Risk – $217,664, representing 44% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 272% of the director’s annual retainer |

  14. Director Nominees

    | | Brett Icahn Florida, USA | INDEPENDENT | | | Portfolio Manager, Icahn Capital LP | | | | Age: 44 | Director since: 2022 |

  15. Director Nominees

    | Background Mr. Icahn serves as an independent director of the Company having served as a director since June 2022. He has also served on the board of our parent, BHC, since March 2021. He has been a Portfolio Manager for Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, real estate and home fashion, since October 2020. Before that, Mr. Icahn was a consultant for Icahn Enterprises L.P., where he exclusively provided investment advice to Carl C. Icahn with respect to the investment strategy for Icahn Enterprises’ Investment segment and with respect to capital allocation across Icahn Enterprises’ various operating subsidiaries from 2017 to 2020. Mr. Icahn was previously a member of the board of American Railcar Industries, Inc., Cadus Corporation, Dana Incorporated, Newell Brands Inc., Nuance Communications, Inc., Take-Two Interactive Software Inc., The Hain Celestial Group, Inc. and Voltari Corporation. Mr. Icahn received a B.A. from Princeton University. The Board has determined that Mr. Icahn’s experience at the Icahn entities, his service as a director of multiple public company boards and his tenure as a Portfolio Manager provide him with expertise in investing and capital allocation, which qualifies him to serve as a member of the Board. | | | Current Public Company Directorships + Bausch Health Companies Inc. | Previous Public Company Directorships + American Railcar Industries, Inc. + Cadus Corporation + Dana Incorporated + Hain Celestial Group, Inc. + Newell Brands Inc. + Nuance Communications, Inc. + Take-Two Interactive Software Inc. + Voltari Corporation | | 2023 Meeting Attendance: + Board – 6/6 + Nominating and Corporate Governance Committee – 4/4 | Stock Ownership: + 13,256 B+L Common Shares – $217,664 + 12,857 restricted share units (0 vested – $0 and 12,857 unvested - $211,112) + Total Equity Value at Risk – $217,664, representing 44% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 272% of the director’s annual retainer |

  16. Director Nominees

    | | Sarah B. Kavanagh Ontario, Canada | INDEPENDENT | | | Corporate Director | | | | Age: 67 | Director since: 2022 |

  17. Director Nominees

    | Background Ms. Kavanagh serves as an independent director of the Company having served as a director since April 2022. She has also served on the board of our parent, BHC, since July 2016. From 2011 through May 2016, Ms. Kavanagh served as a Commissioner of the Ontario Securities Commission, where she also served as Chair of the audit committee starting in 2014. Between 1999 and 2010, Ms. Kavanagh served in various senior investment banking roles at Scotia Capital Inc. including Vice-Chair and Co-Head of Diversified Industries Group, Head of Equity Capital Markets, and Head of Investment Banking. Prior to Scotia Capital, she held several senior financial positions with operating companies. She started her career as an investment banker with a bulge bracket firm in New York. Since 2013, Ms. Kavanagh has been a director of Hudbay Minerals Inc., a publicly traded Canadian mining corporation. She also serves as a director of Sustainable Development Technology Canada. She previously served as a director of AST and AST Trust Company (Canada) (formerly Canadian Stock Transfer Company) and Cymax Technologies Group and as a member of the board of trustees of WPT Industrial REIT, formerly a publicly traded open-ended real estate investment trust. Ms. Kavanagh graduated from Harvard Business School with an MBA and received a Bachelor of Arts degree in Economics from Williams College. The Board has determined that Ms. Kavanagh’s extensive experience of complex financial and capital markets issues at banking institutions and the Ontario Securities Commission, where she demonstrated leadership capability and extensive knowledge of complex financial and public policy issues, qualifies her to serve as a member of the Board. | | | Current Public Company Directorships + Bausch Health Companies Inc. + Hudbay Minerals Inc. | Previous Public Company Directorships + WPT Industrial REIT (formerly publicly traded) | | 2023 Meeting Attendance: + Board – 6/6 + Audit and Risk Committee – 8/8 + Nominating and Corporate Governance Committee – 4/4 | Stock Ownership: + 5,808 B+L Common Shares – $95,367 + 12,857 restricted share units (0 vested – $0 and 12,857 unvested - $211,112) + Total Equity Value at Risk – $95,367, representing 19% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 119% of the director’s annual retainer |

  18. Director Nominees

    | | Karen L. Ling New York, USA | INDEPENDENT | | | Corporate Director | | | | Age: 60 | Director since: 2024 |

  19. Director Nominees

    | Background Ms. Ling serves as an independent director of the Company having served as a director since February 2024. She has previously served as Executive Vice President and Chief Human Resources Officer at American International Group, Inc., a multinational finance and insurance corporation, from 2019 to 2021 and, prior to that, at Allergan, a pharmaceutical company, from 2014 to 2019. She previously held senior human resources roles at Merck and Wyeth (now Pfizer). Ms. Ling serves as a director and chair of the Compensation and Human Capital Management Committee of iRhythm Technologies, Inc. and as a member of the Advisory Committee of Galderma. She previously served on the Boards of Mallinckrodt Plc and TherapeuticsMD Inc. Additionally, Ms. Ling is a member of the board of two nonprofits: ExpandEd Schools and the JED Foundation. She holds a B.A. in Economics from Yale University and a J.D. from the Boston University School of Law. The Board has determined that Ms. Ling’s extensive experience as an executive officer of a large public company and as a board member of a leading health care company qualifies her to serve as a member of the Board. | | | Current Public Company Directorships + iRhythm Technologies, Inc. | Previous Public Company Directorships + TherapeuticsMD Inc. + Mallinckrodt Plc | | 2023 Meeting Attendance: + N/A | Stock Ownership: + 0 B+L Common Shares – $0 + 2,642 restricted share units (0 vested – $0 and 2,642 unvested - $43,382) + Total Equity Value at Risk – $0, representing 0% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 0% of the director’s annual retainer |

  20. Director Nominees

    | | John A. Paulson New York, USA | INDEPENDENT | | | President, Paulson & Co. Inc. | | | | Age: 68 | Director since: 2022 |

  21. Director Nominees

    | Background Mr. Paulson serves as an independent director of the Company having served as a director since April 2022. He has also served on the board of our parent, BHC, from June 2017 to May 2022 and rejoined the board of BHC as its Chair on June 2022. Mr. Paulson is the President and Portfolio Manager and member of the Board of Paulson & Co. Inc., an SEC-registered investment management company specializing in global mergers, event arbitrage and credit strategies, which he founded in 1994. Prior to forming Paulson & Co. Inc., Mr. Paulson was a Partner of Gruss Partners and a Managing Director in mergers and acquisitions at Bear Stearns. Mr. Paulson has been a director of BrightSphere Investment Group Inc., a publicly traded asset management holding company, since November 2018, and has served as Chairman of the Board since April 2020. He is the also the Chairman of the Board (and majority owner) of private companies, Steinway Musical Instruments, Inc. and P.F. Chang’s. Mr. Paulson previously served as a director of American International Group Inc., a multinational finance and insurance corporation, from May 2016 to June 2017. Mr. Paulson graduated with a degree in finance from New York University in 1978 and his MBA from Harvard Business School in 1980. The Board has determined that Mr. Paulson’s extensive experience as president and portfolio manager of an SEC-registered investment firm and his understanding of business and financial strategy in challenging environments qualify him to serve as a member of the Board. | | | Current Public Company Directorships + Bausch Health Companies Inc. + BrightSphere Investment Group Inc. | Previous Public Company Directorships + American International Group Inc. | | 2023 Meeting Attendance: + Board – 6/6 + Nominating and Corporate Governance Committee – 3/4 | Stock Ownership: + 12,500 B+L Common Shares – $205,250 + 19,038 restricted share units (6,181 vested – $101,492 and 12,857 unvested - $211,112) + Total Equity Value at Risk – $306,742, representing 61% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 383% of the director’s annual retainer |

  22. Director Nominees

    | | Russel C. Robertson Ontario, Canada | INDEPENDENT | | | Corporate Director | | | | Age: 76 | Director since: 2022 |

  23. Director Nominees

    | Background Mr. Robertson serves as an independent director of the Company having served as a director since April 2022. He has also served on the board of our parent, BHC, since June 2016 and will be retiring from the BHC board following its 2024 annual meeting. From 2013 through August 2016, Mr. Robertson served as Executive Vice President and Head, Anti-Money Laundering, at BMO Financial Group (“BMO”), a diversified financial services organization. Prior to that role, he served as Executive Vice President, Business Integration, at BMO Financial Group, and as Vice Chair at BMO Financial Corp. from 2011. He joined BMO as interim Chief Financial Officer, BMO Financial Group in 2008 and was appointed Chief Financial Officer, BMO Financial Group in 2009. Before joining BMO, Mr. Robertson spent over 35 years as a Chartered Public Accountant. In this capacity, he held various senior positions with a number of major accounting firms, including Vice Chair, Deloitte & Touche LLP in Toronto, Canada, from 2002 to 2008, and Canadian Managing Partner, Arthur Andersen LLP, from 1994 to 2002. Mr. Robertson previously served on the boards of Hydro One Limited, Turquoise Hill Resources Ltd. and Virtus Investment Partners, Inc. Mr. Robertson holds a Bachelor of Arts degree (Honours) from the Ivey School of Business at the University of Western Ontario. The Board has determined that Mr. Robertson’s extensive experience of complex financial matters at Deloitte & Touche LLP and Arthur Andersen LLP, in-depth knowledge of financial and accounting matters, understanding of financial strategy in challenging environments, and leadership capabilities in senior finance positions qualify him to serve as a member of the Board. | | | Current Public Company Directorships + Bausch Health Companies Inc. | Previous Public Company Directorships + Hydro One Limited + Turquoise Hill Resources Ltd. (formerly publicly traded) + Virtus Investment Partners, Inc. | | 2023 Meeting Attendance: + Board – 6/6 + Audit and Risk Committee – 8/8 + Talent and Compensation Committee – 8/8 | Stock Ownership: + 5,808 B+L Common Shares – $95,367 + 20,098 restricted share units (7,241 vested – $118,897 and 12,857 unvested - $211,112) + Total Equity Value at Risk – $214,264, representing 43% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 238% of the director’s annual retainer |

  24. Director Nominees

    | | Thomas W. Ross, Sr. North Carolina, USA | INDEPENDENT | | | Lead Independent Director Director, Volcker Alliance and President Emeritus, University of North Carolina | | | | Age: 73 | Director since: 2022 |

  25. Director Nominees

    | Background Mr. Ross has served as Lead Independent Director of the Board since March 6, 2023. He served as Chairman of the Board from July 19, 2022 to March 6, 2023 and served as Lead Independent Director of the Company from May 2022 to July 18, 2022, having served as a director since April 2022. Mr. Ross has also served on the board of directors of Bausch Health Companies Inc. beginning in March 2016 and served as Bausch Health Companies Inc.’s Lead Independent Director from June 2016 to June 2022. Mr. Ross will be retiring from the BHC board following its 2024 annual meeting. He served as the President of Volcker Alliance from July 2016 until December 31, 2021. He now serves as a director to the Volcker Alliance. He is President Emeritus of the University of North Carolina (“UNC”), having served as President from January 2011 to January 2016. Mr. Ross was named the Sanford Distinguished Fellow in Public Policy at the Duke University Sanford School of Public Policy in 2016. Prior to becoming President of the UNC system, Mr. Ross served as President of Davidson College, Executive Director of the Z. Smith Reynolds Foundation, director of the North Carolina Administrative Office of the Courts, a Superior Court judge, chief of staff to U.S. Congressman Robin Britt, a member of the Greensboro, NC law firm Smith, Patterson, Follin, Curtis, James & Harkavy, and as an Assistant Professor of Public Law and Government at UNC Chapel Hill’s School of Government. Mr. Ross holds a B.A. in Political Science from Davidson College and a J.D. from University of North Carolina School of Law. The Board has determined that Mr. Ross’s demonstrated leadership in senior management positions, extensive experience with corporate governance responsibilities and complex knowledge of legal, compliance and operational issues qualify him to serve as a member of the Board. | | | Current Public Company Directorships + Bausch Health Companies Inc. 2023 Meeting Attendance: + Board – 6/6 + Nominating and Corporate Governance Committee – 4/4 + Talent and Compensation Committee – 8/8 | Previous Public Company Directorships + None Stock Ownership: + 12,500 B+L Common Shares – $205,250 + 12,857 restricted share units (0 vested – $0 and 12,857 unvested - $211,112) + Total Equity Value at Risk – $205,250, representing 41% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 257% of the director’s annual retainer |

  26. Director Nominees

    | | Brenton L. Saunders Florida, USA | NOT INDEPENDENT | | | Chairman of the Board and Chief Executive Officer, Bausch + Lomb Corporation | | | | Age: 54 | Director since: 2023 |

  27. Director Nominees

    | Background Mr. Saunders has served as our Chairman of the Board and Chief Executive Officer since March 2023. He is currently the Chairman of The Beauty Health Company. He was Co-Founder and Chairman of Vesper Healthcare Acquisitions Corp., a specialty purpose acquisition company from July 2020 to May 2021. He was Chairman, President and Chief Executive Officer of Allergan and served in the role of President and Chief Executive Officer from July 2014 to May 2020 and Chairman from October 2016 to May 2020, having previously served as Chief Executive Officer and President, and as director, of Forest Laboratories, Inc., prior to its acquisition by Allergan. Prior to that, he served as Chief Executive Officer of Bausch & Lomb Incorporated, serving in this capacity from March 2010 until August 2013. Mr. Saunders also held a number of leadership positions at Schering-Plough, including the position of President of Global Consumer Health Care and was named Head of Integration for the company’s merger with Merck & Co. and for Schering-Plough’s acquisition of Organon BioSciences. Before joining Schering-Plough, Mr. Saunders was a partner and Head of Compliance Business Advisory at PricewaterhouseCoopers LLP. Prior to that, he was Chief Risk Officer at Coventry Health Care and Senior Vice President, Compliance, Legal and Regulatory at Home Care Corporation of America. Mr. Saunders began his career as Chief Compliance Officer for the Thomas Jefferson University Health System. Mr. Saunders previously served on the Board of Directors of BridgeBio Pharma, Inc., Cisco Systems, Inc., Glo Pharma, Hugel and Osmind. In addition to his current public company director positions, he serves as a member of the board of private companies including Cambrian Pharma, OcuTerra Therapeutics, Nextech Systems, LLC, Rapalogix Health, Inc. and Roam HQ Inc., where he is Chairman of the board. The Board has determined that Mr. Saunders’ extensive experience in various aspects of health care and his leadership roles at several prominent global pharmaceutical and healthcare companies qualify him to serve as a member of the Board. | | | Current Public Company Directorships + ARS Pharmaceuticals, Inc. + Beauty Health Company + OcuTerra Therapeutics | Previous Public Company Directorships + Allergan plc + BridgeBio Pharma, Inc. + Cisco Systems, Inc. + Hugel (a semipublic company on the Korean exchange) | | 2023 Meeting Attendance: + Board – 4/4 | Stock Ownership: + 0 B+L Common Shares – $0 + 562,919 restricted share units (0 vested – $0 and 562,919 unvested - $9,243,130) + 1,414,429 performance share units + 1,887,786 options + Total Equity Value at Risk – $0 based on the value of the B+L Common Shares and vested restricted shares beneficially owned by him, but excluding all options, performance share units and unvested restricted share units Mr. Saunders is subject to share ownership guidelines under the terms of his employment agreement with the Company, as further described in the section titled “Compensation Discussion and Analysis—Other Compensation Governance Practices—Share Ownership Guidelines” on page 57. |

  28. Director Nominees

    | | Andrew C. von Eschenbach, M.D. Texas, USA | INDEPENDENT | | | President, Samaritan Health Initiatives, Inc. | | | | Age: 82 | Director since: 2022 |

  29. Director Nominees

    | Background Dr. von Eschenbach serves as an independent director of the Company having served as a director since April 2022. Dr. von Eschenbach has been the President of Samaritan Health Initiatives, Inc., a health care policy consultancy, and an Adjunct Professor at University of Texas MD Anderson Cancer Center, since 2010. He has served in advisory roles at Roivant Sciences Ltd, a pharmaceutical preparations company, since February 2023, a Senior Advisor of Orcosa, a clinical-stage life sciences company, since July 2022, the Milken Institute from 2011 to present and the Bipartisan Policy Center from 2019 to present. He served in the Davos Alzheimer’s collaborative group from December 2021 to December 2022. From 2005 to 2009, Dr. von Eschenbach served as Commissioner of the U.S. Food and Drug Administration (the “FDA”). He was appointed Commissioner of the FDA after serving for four years as Director of the National Cancer Institute at the National Institutes of Health. As a researcher, clinician and administrator, Dr. von Eschenbach served for twenty-six years at the University of Texas MD Anderson Cancer Center as Chairman of Urology, Director of the Prostate Cancer Research Program and Executive Vice President and Chief Academic Officer. He has served as a director of TriSalus Life Sciences, a publicly traded company engaged in medical equipment manufacture, and as a director of Wavebreak (formerly Wren Therapeutics, Ltd.), a private biopharmaceutical company. Dr. von Eschenbach is also a member of the board of the Regan Udall Foundation of the FDA, a non-profit organization formed to advance regulatory science and a member of the Advisory Board of Arbital Health. Dr. von Eschenbach previously served as a director on the boards of Radius Health Inc., Celularity, Inc., Bausch Health Companies Inc. and the Prostrate Cancer Foundation. He earned a B.S. from St. Joseph’s University and a medical degree from Georgetown University School of Medicine in Washington, D.C. He completed his residency in surgery and urology at Pennsylvania Hospital and University of Pennsylvania, respectively, and his urologic oncology fellowship at University of Texas MD Anderson Cancer Center. The Board has determined that Dr. von Eschenbach’s extensive leadership experience in the public sector and at prominent medical systems in the United States and his understanding of operations and healthcare strategy in challenging environments qualify him to serve as a member of the Board. | | | Current Public Company Directorships + TriSalus Life Sciences | Previous Public Company Directorships + Bausch Health Companies Inc. + Celularity, Inc. + Radius Health, Inc. | | 2023 Meeting Attendance: + Board – 6/6 + Nominating and Corporate Governance Committee – 4/4 + Science and Technology Committee – 4/4 | Stock Ownership: + 12,500 B+L Common Shares – $205,250 + 12,857 restricted share units (0 vested – $0 and 12,857 unvested - $211,112) + Total Equity Value at Risk – $205,250, representing 41% of the Company’s current aggregate amount of $500,000 required under the share ownership guidelines for non-employee directors and 257% of the director’s annual retainer |

  30. Meetings of the Board

    Meetings of the Board The Board meets regularly, at least once per quarter, including at least once annually to review our strategic plan. Additional meetings can be called when necessary. In 2023, the Board had four regularly scheduled meetings and two ad hoc meetings to review specific matters. All agendas for Board and Board committee meetings are set by the Chairman of the Board in consultation with the Lead Independent Director and Board committee Chairs, as necessary. During 2023, the Board had four standing committees: the Audit and Risk Committee, the Talent and Compensation Committee, the Nominating and Corporate Governance Committee and the Science and Technology Committee. Directors are expected to attend and participate in substantially all meetings of the Board and of all committees on which they serve. The Board and Board committee attendance records for 2023 for all of our directors are set forth below.

  31. Meetings of the Board

    | | Board Meetings (6) | | Audit and Risk Committee Meetings (8) | | Nominating and Corporate Governance Committee Meetings (4) | | Science and Technology Committee (4) | | Talent and Compensation Committee Meetings (8) | | Overall | | | Director | # | | # | | # | | # | | # | | # | | | Nathalie Bernier | 6 | 100 | 8 | 100 | — | — | 4 | 100 | — | — | 18/18 | 100 | | Richard U. De Schutter(1) | 6 | 100 | — | — | — | — | 4 | 100 | 8 | 100 | 18/18 | 100 | | Gary Hu | 6 | 100 | 8 | 100 | — | — | 4 | 100 | 8 | 100 | 26/26 | 100 | | Brett Icahn | 6 | 100 | — | — | 4 | 100 | — | — | — | — | 10/10 | 100 | | Sarah B. Kavanagh | 6 | 100 | 8 | 100 | 4 | 100 | — | — | — | — | 18/18 | 100 | | Karen L. Ling(2) | — | — | — | — | — | — | — | — | — | — | — | — | | Joseph C. Papa(3) | 1 | 100 | — | — | — | — | — | — | — | — | 1/1 | 100 | | John A. Paulson | 6 | 100 | — | — | 3 | 75% | — | — | — | — | 9/10 | 90 | | Russel C. Robertson | 6 | 100 | 8 | 100 | — | — | — | — | 8 | 100 | 22/22 | 100 | | Thomas W. Ross, Sr. | 6 | 100 | — | — | 4 | 100 | — | — | 8 | 100 | 18/18 | 100 | | Brenton L. Saunders(4) | 4 | 100 | — | — | — | — | — | — | — | — | 4/4 | 100 | | Andrew C. von Eschenbach, M.D. | 6 | 100 | — | — | 4 | 100 | 4 | 100 | — | — | 14/14 | 100 |

  32. Meetings of the Board

    | (1) Mr. De Schutter will not stand for re-election at the Meeting. | | (2) Ms. Ling joined the Board on February 27, 2024. | | (3) Mr. Papa resigned from the Board effective March 6, 2023. The Board met once in camera in connection with the CEO transition without Mr. Papa. | | (4) Mr. Saunders joined the Board on March 6, 2023. |

  33. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program We maintain a non-employee director compensation program pursuant to which our non-employee directors are eligible to receive annual retainers and annual equity grants for their service on the Board and committees thereof, as follows:

  34. Non-Employee Director Compensation Program

    | + | Board Member: Each non-employee director will receive an $80,000 annual cash retainer and an annual equity retainer in the form of RSUs with a target grant date fair value of $225,000 granted under our Omnibus Plan. These annual grants of RSUs vest and are deliverable immediately prior to the next annual meeting of shareholders, unless the director elects to defer issuance of the B+L Common Shares underlying the RSUs until the director’s separation from the Company, or “separation from service”. For 2023, our non-employee directors received an annual grant of 12,857 RSUs under the Omnibus Plan. In July 2023, at the recommendation of the Nominating and Corporate Governance Committee, the Board approved an increase of the annual equity retainer target grant date fair value by $15,000 from $225,000 to $240,000. | | + | Non-Executive Chairman and Lead Independent Director: Non-employee directors will receive an additional $150,000 for their service as the non-executive chairman and $40,000 for their service as Lead Independent Director, as applicable. | | + | Committee Chairs: Chairs of the Audit Committee, Nominating and Corporate Governance Committee, Science and Technology Committee, and Talent and Compensation Committee will receive an additional $25,000, $15,000, $15,000 and $20,000, respectively, as an annual cash retainer. | | + | Committee Members: Non-chair members of the Audit Committee, Nominating and Corporate Governance Committee, Science and Technology Committee, and Talent and Compensation Committee will receive an additional $12,500, $7,500, $7,500 and $10,000, respectively, as an annual cash retainer. |

  35. Non-Employee Director Compensation Program

    Under the non-employee director compensation program, our non-employee directors may elect to receive their fees in cash, in RSUs, or in a combination of cash and RSUs. RSUs received pursuant to this election are paid in a lump sum of the B+L Common Shares upon separation from service. All fees, whether payable in cash or RSUs, are delivered in quarterly installments. In addition to the above fees, directors are also reimbursed for their out-of-pocket expenses in connection with attending in-person meetings. Our Nominating and Corporate Governance Committee administers the non-employee director compensation program and is required by its charter to periodically review and make recommendations to the full Board regarding the compensation of our non-employee directors. The Nominating and Corporate Governance Committee has sole authority under its charter to retain and/or terminate compensation consultants or compensation consulting firms as the Nominating and Corporate Governance Committee may deem appropriate in recommending non-employee director compensation.

  36. 2023 B+L Director Compensation Table

    2023 B+L Director Compensation Table The table below shows the total compensation paid to each non-employee director who served on our Board during 2023.

  37. 2023 B+L Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2)(3) | All Other Compensation | Total ($) | | Nathalie Bernier(4) | — | 324,945 | — | 324,945 | | Richard U. De Schutter(4)(5) | — | 332,470 | — | 332,470 | | Gary Hu | 110,000 | 224,998 | — | 334,998 | | Brett Icahn | 87,500 | 224,998 | — | 312,498 | | Sarah B. Kavanagh(5)(6) | 112,500 | 224,998 | — | 337,498 | | John A. Paulson(4)(5) | — | 312,457 | — | 312,457 | | Russel C. Robertson(4)(5) | — | 327,453 | — | 327,453 | | Thomas W. Ross, Sr.(5) | 171,301(7) | 224,998 | — | 396,299 | | Andrew C. von Eschenbach, M.D. | 102,500 | 224,998 | — | 327,498 |

  38. 2023 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 2023 for their service on our Board under our Omnibus Plan, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Fair value is calculated using the closing price of B+L Common Shares on the date of grant for purposes of determining the individual grant amounts. The actual value, if any, realized by our non-employee directors for these awards is a function of the value of the shares if and when they vest. For additional information on how we account for equity-based compensation, see Note 13 to our consolidated financial statements in our Annual Report. In 2023, we granted each of our non-employee directors serving on our Board an annual equity award of 12,857 RSUs, which will vest on the date immediately preceding the date of the Annual Meeting of Shareholders. Ms. Bernier, Mr. De Schutter, Ms. Kavanagh, Mr. Robertson, Mr. Ross and Dr. von Eschenbach each elected to defer such annual equity award; accordingly, the B+L Common Shares underlying the RSUs awarded to them that vest will not be settled until their “separation from service.” | | (3) As of December 31, 2023, each of our non-employee directors, other than Karen L. Ling (who was appointed in 2024), held 12,857 outstanding and unvested RSUs. In addition, Ms. Bernier, Mr. De Schutter, Mr. Paulson and Mr. Robertson also held 5,619, 6,042, 4,917 and 5,760 outstanding RSUs, respectively, that were granted pursuant to an election to receive the annual cash retainers in the form of vested RSUs, the settlement of which is deferred until the applicable non-employee director’s “separation from service.” | | (4) Ms. Bernier, Mr. De Schutter, Mr. Paulson and Mr. Robertson each elected to receive 100% of their Board and committee retainers for 2023 in the form of RSUs, the settlement of which is deferred until their “separation from service”. The number of RSUs was determined by dividing the aggregate value of the portion of the director’s annual cash retainer covered by such election by the closing price of B+L Common Shares on the date of grant. | | (5) Each of Messrs. De Schutter, Icahn, Paulson, Robertson and Ross and Ms. Kavanagh also served as non-employee directors of BHC during 2023 and received the following compensation from BHC in their capacity as such: |

  39. 2023 B+L Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(a) | All Other Compensation | Total ($) | | Richard U. De Schutter | — | 42,285 | — | 42,285 | | Brett Icahn | — | 379,222 | — | 379,222 | | Sarah B. Kavanagh | 130,778 | 250,000 | — | 380,778 | | John A. Paulson | — | 500,000 | — | 500,000 | | Russel C. Robertson | — | 377,049 | — | 377,049 | | Thomas W. Ross, Sr. | 100,000 | 277,500 | — | 377,500 |

  40. 2023 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 2023 for their service on the BHC Board of Directors, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. As of December 31, 2023, the non-employee directors held the following outstanding BHC RSUs: |

  41. 2023 B+L Director Compensation Table

    | Name | Outstanding BHC RSUs | | Richard U. De Schutter | 52,115 | | Brett Icahn | 62,602 | | Sarah B. Kavanagh | 146,652 | | John A. Paulson | 202,419 | | Russel C. Robertson | 222,334 | | Thomas W. Ross, Sr. | 150,016 |

  42. 2023 B+L Director Compensation Table

    | (6) Ms. Kavanagh’s fees earned were paid, on a quarterly basis, in Canadian Dollars (CAN). For purposes of this table, amounts have been converted from CAN to U.S. Dollars (USD) by using the following exchange rates, which were applicable on the following quarterly payment dates: (i) 1.3763, which was in effect on March 30, 2023; (ii) 1.3151, which was in effect on June 29, 2023; (iii) 1.3471, which was in effect on September 28, 2023; and (iv) 1.3599, which was in effect on December 15, 2023. | | (7) Mr. Ross’ cash compensation includes his retainer for service as Independent Chairman for the period from January 1, 2023 to March 5, 2023 and as Lead Independent Director for the period from March 6, 2023 to December 31, 2023. |

  43. 2023 Performance Highlights

    Based on our performance against the pre-established 2023 financial targets and strategic priorities, the total payout under our 2023 Annual Incentive Program was 104%, reflecting above target performance on Revenue and Strategic Priorities, but below target performance on Adjusted EBITDA. For additional details regarding our 2023 Annual Incentive Program, see page 46.

  44. Our Compensation Philosophy and 2023 Compensation Program

    In allocating between short-term and long-term compensation, our Talent and Compensation Committee has established an annual incentive program that rewards executives for the achievement of pre-determined financial metrics and strategic priorities, and grants equity awards under our long-term incentive program that provides an opportunity for additional compensation based on delivering on our long-term performance and shareholder value creation. The compensation opportunity provided to our NEOs is primarily performance-based. In 2023, 96% of our current CEO’s and 77%, on average, of our other current NEOs’ compensation opportunity was at-risk variable incentive compensation.

  45. Compensation Process

    | | Role of the Talent and Compensation Committee | | Role of Management | | Role of the Independent Compensation Consultant | | Our Board’s Talent and Compensation Committee, which is comprised entirely of independent directors: + is responsible for implementing, monitoring, and evaluating our executive compensation philosophy and objectives and oversees the compensation program for our senior executives; + reviews and approves, or recommends to the independent directors of the Board for approval, all components of executive pay, and reports its decisions to the Board; and + reviews or approves matters related to executive compensation on an as-needed basis. The Talent and Compensation Committee’s responsibilities and authority are described fully in the Talent and Compensation Committee’s charter, which is available on our website at www.bausch.com (under the tab “Investors” and under the subtab “Corporate Governance — Corporate Governance Documents”). | | Our CEO + makes recommendations to our Talent and Compensation Committee for base salary, annual incentive awards and equity grants for each NEO (other than the CEO, whose compensation is determined solely by our Talent and Compensation Committee or recommended to the Board for approval); and + with the Chief Human Resources Officer, provides recommendations to the Talent and Compensation Committee on other elements of our compensation program for senior executives, including, for example, the design and metrics under our annual and long-term incentive programs. Our CEO also leads a process each year to establish the collective strategic priorities of the senior executive team, and then, with each executive, agrees on individual performance goals that tie to the achievement of the strategic priorities. The strategic priorities are shared with our Talent and Compensation Committee and their input is considered before they are finalized and approved. | | Our Talent and Compensation Committee engaged the services of Pay Governance as its independent compensation consultant to provide advice on executive compensation matters. Pay Governance: + reported directly to our Talent and Compensation Committee, which instructed the compensation consultants to give it objective advice and without influence by management, and to provide such advice for the benefit of the Board and our shareholders; + did not provide any other services to the Company or its management; and + was evaluated by the Talent and Compensation Committee in terms of its independence by considering the requirements adopted by the NYSE and the SEC. The Talent and Compensation Committee regularly reviews, no less than annually, the independence of our compensation consultant in light of SEC and NYSE requirements. At this time, the Talent and Compensation Committee has determined that no conflict of interest exists for our compensation consultant. | |

  46. Peer Group

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

  47. 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) Zimmer Biomet Holdings, Inc. (ZBH) Zoetis Inc. (ZTS) |

  48. 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 median of the market data as a guide when making decisions. Market data is one element that our Talent and Compensation Committee uses to make pay decisions. Multiple factors are considered in determining total compensation opportunity, including our compensation philosophy, the executive’s role and responsibility, the executive’s past performance, internal equity, and expected contributions and experience in the role.

  49. Components of Executive Compensation

    | + | base salary; | | + | annual cash incentives; | | + | long-term equity incentives; | | + | retirement and welfare benefits; and | | + | executive benefits and perquisites. |

  50. Annual Incentive Program

    Annual Incentive Program Our 2023 annual incentive program (the “2023 AIP”) provided an opportunity for our senior executives, including our NEOs, to earn an annual incentive bonus, paid in cash, based on the achievement of certain financial targets and strategic priorities. Information regarding our 2023 annual incentive program design is detailed below under “2023 AIP Design” on page 47.

  51. 2023 AIP Opportunity

    2023 AIP Opportunity The current NEOs’ annual incentive targets, as a percentage of base salary, are set forth in the table below. Mr. Eldessouky and Dr. Hashad’s incentive targets for 2023 remain unchanged; Mr. Saunders, Mr. Bailey, and Mr. Stewart’s incentive targets were established upon hire in 2023. The annual incentive targets set forth in the table below have not been changed for 2024.

  52. 2023 AIP Opportunity

    | NEO | Annual Incentive Target | | | Brenton L. Saunders | 150% | (1),(2) | | Sam A. Eldessouky | 80% | | | A. Robert D. Bailey | 80% | (1),(3) | | Dr. Yehia Hashad | 80% | | | Andrew J. Stewart | 80% | (1),(3) |

  53. 2023 AIP Opportunity

    | (1) For 2023, Mr. Saunders, Mr. Bailey, and Mr. Stewart’s target bonus opportunity was prorated in light of their hire dates. Therefore, the target bonus opportunity percentages reflected in this table reflect the target bonus opportunity that would have been provided to the applicable NEO had such NEO been employed for the entirety of 2023. | | (2) Mr. Saunders’ target bonus opportunity for 2023 based on his hire date of February 16, 2023 (after giving effect to such proration) was approximately 131% of base salary rate. | | (3) Mr. Bailey and Mr. Stewart’s target bonus opportunity for 2023 based on their hire date of April 24, 2023 (after giving effect to such proration) was approximately 55% of their base salary rates. |

  54. 2023 AIP Opportunity

    In addition, for Ms. Ackermann and Mr. Gordon, who departed during 2023, the annual incentive targets, as a percentage of their respective base salaries, remained unchanged at 80%. Mr. Papa was not eligible for a bonus under our 2023 AIP.

  55. 2023 AIP Design

    2023 AIP Design For our senior executives, including our NEOs, the 2023 AIP is based on performance against pre-established financial targets and strategic priorities approved by the Board. Performance against financial targets makes up 80% of the total payout (the “Financial Component”), while performance against strategic priorities makes up 20% of the total payout (the “Strategic Component”). For purposes of the Financial Component under our annual incentive program for 2023, we utilized Adjusted EBITDA (non-GAAP) and Revenues to determine payouts, which are two of the key financial metrics our shareholders use to assess our performance. We believe these metrics focus our NEOs on delivering organic growth and align the interests of our executives with our shareholders. The Company’s strategic priorities are intended to focus the organization on the key initiatives that will drive shareholder value over time. For purposes of our 2023 AIP, the performance of our entire senior executive team, including all of our NEOs, was measured against the Company’s overall Adjusted EBITDA (non-GAAP) and Revenues performance for 80% of their total payout. Adjusted EBITDA (non-GAAP) makes up 60% of this financial portion of their payout, and Revenues make up 40% of this financial portion of their payout. Company-wide strategic priorities comprise the remaining 20% of their payout. This approach rewarded our senior executive team for collectively working towards our mission of helping people see better to live better. For our 2023 AIP, the threshold, target, and stretch performance and corresponding payouts were as follows, with payouts under the 2023 AIP capped at 200% of target.

  56. 2023 AIP Design

    | (1) Adjusted EBITDA is a non-GAAP measure. Please see Appendix C for additional information and a reconciliation of non-GAAP financial measures to the most comparable GAAP financial measures. |

  57. 2023 AIP Design

    Our Talent and Compensation Committee determines whether the financial metrics and strategic priorities have been achieved. In addition, it retains the discretion to reduce or eliminate payouts for individual executives, including the NEOs, even if financial metrics and strategic priorities are met, as well as to increase payouts based on individual performance. In making these decisions, our Talent and Compensation Committee may consider factors such as the performance of the individual executive against his or her individual objectives in support of strategic priorities or additional financial metrics applicable to the business or functional area for which the NEO is responsible.

  58. 2023 Financial Objectives

    | Financial Metric | Weighting | Threshold | Target | Stretch | Payout(2) | | Adjusted EBITDA (non-GAAP)(1) | | | | | 88.7% | | Revenues | | | | | 126.9% | | | | | | 104% Total Payout | |

  59. 2023 Strategic Priorities

    | Strategic Priority | Weighting | Payout | | Cultivate a high-performance, results-oriented culture that creates a sense of belonging, drives retention, and inspires our employees to be their best selves | 20% | 95% | | Expand breadth and depth of operational/process excellence; attain a culture of continual improvement across the enterprise; deliver quality, reliable, cost-effective product supply for all markets we do business in | 20% | 100% | | Enhance the product pipeline through continued targeted business development and timely execution of R&D activities | 20% | 125% | | Advance our ESG program to further progress key areas of focus, including championing environmental sustainability, diversity, equity and inclusion, and corporate social responsibility | 20% | 100% | | Accomplish our Business Transformation Program, achieving 2023 metrics and accelerating opportunities for future growth | 20% | 105% | | | Total | 105% |

  60. 2023 AIP Payouts

    2023 AIP Payouts Based on this performance against the pre-established 2023 Financial Targets (104% for all NEOs, comprising 80% of the total payout) and strategic priorities (105% payout for all NEOs, comprising 20% of the total payout), the following total payouts were approved for our current NEOs:

  61. 2023 AIP Payouts

    | NEO | 2023 Incentive Target | 2023 Bonus Payout | Bonus Payout as % of Target(1) | | Brenton L. Saunders | $2,097,534(2) | $2,181,436 | 104% | | Sam A. Eldessouky | $571,200 | $594,048 | 104% | | A. Robert D. Bailey | $414,247(2) | $430,816 | 104% | | Dr. Yehia Hashad | $530,400 | $551,616 | 104% | | Andrew J. Stewart | $331,397(2) | $344,653 | 104% |

  62. 2023 AIP Payouts

    | (1) Bonus Payout as % of Target is shown at the nearest whole percent. | | (2) For fiscal year 2023, Mr. Saunders, Mr. Bailey, and Mr. Stewart’s target bonus opportunities were prorated to reflect the portion of the year they were providing services to the Company. |

  63. 2023 AIP Payouts

    Under their separation agreements, Ms. Ackermann and Mr. Gordon each received a prorated bonus for 2023 based on the number of days elapsed through the separation date and determined based on actual achievement (104%) of the applicable performance metrics, as follows: Ms. Ackermann’s prorated target was $197,852 and her payout was $205,766; and Mr. Gordon’s prorated target was $448,018 and his payout was $465,938. Mr. Papa did not receive a bonus under our AIP for 2023. Our Talent and Compensation Committee did not make any further adjustments to the payouts as calculated above based on performance against these pre-established financial targets and strategic priorities approved by the Board. For a description of the payouts for Messrs. Papa and Gordon and Ms. Ackermann, please see “Former NEOs’ Separation Agreements” beginning on page 55.

  64. Long-Term Incentive Program

    Long-Term Incentive Program The Talent and Compensation Committee approved a long-term incentive program for 2023, and awards were granted using a balanced portfolio of PSUs (50% of total grant), RSUs (25% of total grant), and Stock Options (25% of total grant) (the “2023 LTI Program”). For the annual PSUs granted in 2023, the Talent and Compensation Committee utilized a balanced approach, measuring performance using one external metric (Relative Total Shareholder Return (“rTSR”) versus the S&P 500 Health Care Index) and one internal metric (organic revenue growth (non-GAAP)*, as described in more detail below).

  65. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards For 2023, Mr. Eldessouky and Dr. Hashad received awards under the 2023 LTI Program, which were granted 50% in PSUs, 25% in RSUs, and 25% in Stock Options, with the following approximate aggregate values.

  66. 2023 Long-Term Incentive Awards

    | NEO | Approved Value(1) | | Sam A. Eldessouky | $3,000,000 | | Dr. Yehia Hashad | $1,250,000 |

  67. 2023 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 2023. These approved values reflected above may differ from the grant date fair value of these awards as reflected in the Summary Compensation Table that follows this CD&A, because of the accounting methodology used to report the PSUs in the Summary Compensation Table, as required by SEC rules. |

  68. 2023 Long-Term Incentive Awards

    In addition, Ms. Ackermann and Mr. Gordon, who departed during 2023, received awards under the 2023 LTI Program, with approved values as follows: Ms. Ackermann $2,000,000; and Mr. Gordon $1,500,000. Mr. Papa did not receive an award under the 2023 LTI Program. Messrs. Saunders, Bailey and Stewart received long-term incentive awards upon hire, as described in more detail under their Employment Agreement descriptions starting on page 52. Mr. Saunders’ award, which was granted using the balanced portfolio approach of PSUs (50% of total grant), RSUs (25% of total grant), and Stock Options (25% of total grant), was necessary to recruit an experienced CEO with detailed knowledge of the Company who is highly regarded in the life sciences industry. Messrs. Saunders, Bailey, and Stewart will participate in our annual LTI Program starting in 2024. Under this program, they will be granted a balanced portfolio of PSUs (60% of total grant for Mr. Saunders, 50% of total grant for Messrs. Bailey and Stewart), RSUs (20% of total grant for Mr. Saunders, 25% of total grant for Messrs. Bailey and Stewart), and Stock Options (20% of total grant for Mr. Saunders, 25% of total grant for Messrs. Bailey and Stewart). Messrs. Saunders, Bailey, and Stewart are eligible to receive equity grants on an annual basis with an annual target grant date value determined in the sole discretion of the Talent and Compensation Committee, which will be approximately $14,000,000 for Mr. Saunders, $3,000,000 for Mr. Eldessouky, $2,000,000 for Mr. Bailey, $1,250,000 for Dr. Hashad and $1,000,000 for Mr. Stewart for 2024.

  69. 2023 Long-Term Incentive Awards

    | * 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. |

  70. 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 2023, 50% of the PSU award was based on organic revenue growth (non-GAAP)* measured over three years, from January 1, 2023 through December 31, 2025. Revenue growth is measured each year, and the number of PSUs ultimately delivered in 2026 is dependent on performance each year. The PSUs are averaged over the performance periods, reflecting the outcome of each annual assessment. The remaining 50% of the PSU award is based on rTSR measured cumulatively over three years, from 2023 through 2025, as compared to companies in the S&P 500 HealthCare Index. TSR is calculated based on the 20-days preceding the beginning of the performance period as compared to the 20-days preceding the end of the performance period, plus dividends and distributions made or declared (assuming they are reinvested in B+L Common Shares) during the performance period. The following revenue growth goals applied to 2023; goals are established each year by the Talent and Compensation Committee:

  71. Performance Share Units (“PSUs”)

    | Performance | 2023 Growth | Payout | | Threshold | 4% | 50% | | Target | 5% | 100% | | Stretch | 6% | 200% |

  72. Performance Share Units (“PSUs”)

    The following Total Shareholder Return goals apply to the 2023 grant:

  73. Performance Share Units (“PSUs”)

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

  74. CEO New Hire Performance Share Units (“PSUs”)

    CEO New Hire Performance Share Units (“PSUs”) Mr. Saunders’ new hire PSUs vest based on the Company’s achievement of absolute share price hurdles, or upon achievement of absolute and rTSR hurdles in relation to the S&P 500 Index, as follows:

  75. CEO New Hire Performance Share Units (“PSUs”)

    | BLCO Price Equals or Exceeds | Payout | | $23.43 | 50% | | $25.63 | 100% | | $27.98 | 150% | | $33.18 | 250% | | $39.06 | 300% |

  76. CEO New Hire Performance Share Units (“PSUs”)

    BLCO Price will be determined on the measurement date, which is the fourth anniversary of the grant date, based on the average closing price of B+L Common Shares for the 90 trading days preceding and inclusive of the measurement date, plus the aggregate value of any dividends, if any, paid or declared. If the threshold price is not achieved, the PSUs are forfeited, unless the Company’s rTSR is at or above the 67th percentile of the S&P 500 Index and the Company’s TSR is positive, in which case 50% of the shares will vest, assuming continued employment through the applicable vesting date.

  77. CEO New Hire Performance Share Units (“PSUs”)

    | * 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. |

  78. Restricted Stock Units (“RSUs”)

    Restricted Stock Units (“RSUs”) RSUs provide senior executives with the right to receive B+L Common Shares at a future date. The value ultimately received is based on the growth of the B+L Common Share price over time. The RSUs will vest 33% on each of the first, second and third anniversaries of the grant date, assuming continued employment through the applicable vesting date. Mr. Saunders’ new hire RSUs are scheduled to vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date.

  79. 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.

  80. Matching Share Program

    Matching Share Program Starting on November 1, 2022, NEOs became eligible to participate in the Bausch + Lomb Matching Share Program. Under this program, shares purchased on the open market by recipients are matched with one Matching Restricted Stock Unit (“MRSU”) issued under the Omnibus Plan. Generally, MRSUs granted for a period of three years may not exceed the value of 50% of the sum of the NEO’s annual base salary and target annual cash bonus, less any shares sold within the past six months (excluding any shares sold to cover a tax obligation resulting from a vesting event). Subject to the provisions of the Omnibus Plan and applicable award agreements, MRSUs vest pro-rata over a three-year period, provided that the recipient is employed through the applicable vesting dates. Vesting ceases upon termination of employment (except in limited circumstances), and any MRSUs that do not become vested prior to the recipient’s termination of employment or that do not become vested according to the provisions of the terms of the award are forfeited. None of our NEOs purchased shares under this program during 2023.

  81. 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. Payment is subject to continued employment, except in limited circumstances. The total amount of the remaining unvested separation bonuses is $250,000 for Mr. Eldessouky. Ms. Ackermann and Mr. Gordon received payment of their $250,000 separation bonuses in connection with their separations from B+L.

  82. 2024 Compensation Program

    2024 Compensation Program For our senior executives, including our NEOs, our Talent and Compensation Committee has determined that the 2024 annual incentive program will continue to be based on performance against pre-established financial targets (Adjusted EBITDA (non-GAAP) and Revenues) approved by the Board. In order to continue to reinforce our performance culture and drive accelerated growth, an individual performance component has been incorporated into the annual incentive program for executive officers starting in 2024. Once Company performance against these pre-established financial targets is determined, each executive officer’s individual performance will be assessed against pre-established strategic priorities in order to determine their final payout, with total payouts capped at 250% of target. The Talent and Compensation Committee has also approved continuing our current long-term incentive program for 2024, which provides an opportunity for our senior executives to be granted a balanced portfolio of PSUs (60% of total grant for our CEO, 50% for all others), RSUs (20% of total grant for our CEO, 25% for all others), and Stock Options (20% of total grant for our CEO, 25% for all others). As disclosed in our Annual Report, in early 2024 the Talent and Compensation Committee established an Outperformance Plan Performance Share Unit (PSU) award program for a limited number of key senior leaders, including each of our current NEOs (Mr. Saunders, Mr. Eldessouky, Mr. Bailey, Dr. Hashad, and Mr. Stewart). This PSU award is designed to reward the NEOs for achieving significant outperformance of performance goals that, if achieved, would ultimately deliver substantial value to our shareholders. The target grant date value of the awards for each of the Executives is $1,500,000. These PSUs may be earned between 0% and 300% based on the level of achievement of: (i) a revenue metric (measured for fiscal year 2026) and (ii) rTSR metric measured over the three-year period ending December 31, 2026.

  83. 2024 Compensation Program

    | 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% |

  84. 2024 Compensation Program

    In the event that the Company’s absolute TSR during such period is negative, then the maximum payout of the PSU award will be capped at 50%. Any PSUs that are earned will vest on February 28, 2027, subject generally to the Executive’s continued employment through such date, except in limited circumstances as set forth in the applicable award agreement. These awards will be included in the 2024 Summary Compensation Table and other associated tables in next year’s proxy statement.

  85. 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”), which provided for an initial four-year term that automatically renews for successive one-year periods, unless either the Company or Mr. Saunders provides earlier timely notice not to renew the employment term. Under the CEO Employment Agreement, Mr. Saunders will receive an annual base salary of $1,600,000 and will be eligible to receive an annual cash bonus with a target value of 150% of his base salary for the 2023 and 2024 fiscal years, and 200% of his base salary for the 2025 fiscal year and each fiscal year thereafter. In consideration for the compensation Mr. Saunders forfeited by no longer providing services to his former employer and other boards of directors, he also received a one-time sign-on cash bonus of $6,500,000. Mr. Saunders’ prior years of service with the Company and its affiliates were recognized for purposes of determining benefits under service-based compensation of benefit programs. Mr. Saunders will be provided with personal use of a Company car and driver and the Company’s aircraft, capped at $150,000 per fiscal year, and use of a corporate apartment in Bridgewater, New Jersey. Pursuant to the CEO Employment Agreement, Mr. Saunders was granted the following initial equity grants: 750,000 PSUs, 1,318,681 Stock Options and 375,000 RSUs (collectively, the “2023 Equity Awards”). The RSUs are scheduled to vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date. The Stock Options are scheduled to vest in equal one-third installments on each of the first three anniversaries of the grant date. The PSUs vest based on the Company’s achievement of absolute share price hurdles, or upon achievement of TSR and rTSR hurdles in relation to the S&P 500 Index. Under each award agreement, vesting will be subject to Mr. Saunders’ continued employment with the Company, except with respect to the termination treatment described below. After 2023, Mr. Saunders will be eligible to receive equity grants on an annual basis with an annual target grant date value determined in the sole discretion of the Talent and Compensation Committee, which will be approximately $14,000,000 for the Company’s 2024 fiscal year. Under the CEO Employment Agreement, if Mr. Saunders’ employment is terminated by the Company without Cause, due to the Company’s non-renewal of the employment term, or if he resigns for Good Reason (each as defined therein and each, a “Good Leaver Termination”), Mr. Saunders will be entitled to receive (i) his earned but unpaid annual bonus for the year preceding his termination date, (ii) a prorated annual bonus for the year of his termination based on actual performance (or, if the Good Leaver Termination occurs within 30 days prior to or 24 months following a change in control (the “Change in Control Period”), based on the greater of actual performance and target performance), (iii) a lump sum cash payment equal to two times the sum of his base salary and target bonus (or, if the Good Leaver Termination is during the Change in Control Period, two times the sum of his base salary and the greater of his average annual bonus for the two performance years prior to the year of his termination date and his target bonus), (iv) an additional 12 months of vesting credit for any time-vesting equity awards held by Mr. Saunders (other than the 2023 Equity Awards) (or, if the Good Leaver Termination occurs during the Change in Control Period, full vesting of all equity awards, with PSUs vesting at the higher of target and actual performance through the termination date and Stock Options remaining exercisable for the remainder of their applicable term), (v) full vesting of the 2023 Equity Awards (with the PSUs vesting based on actual performance through his termination date, or, if the Good Leaver Termination is during the Change in Control Period, the greater of actual performance through the termination date and target, and the Stock Options remaining exercisable for the remainder of their term), (vi) up to 24 months of COBRA continuation coverage, and (vii) two additional years of age or service credit under Company retirement plans (for purposes of determining eligibility), subject to the terms of such plan or program. The severance benefits are subject to Mr. Saunders’ execution and non-revocation of a release of claims against the Company. If Mr. Saunders experiences a termination of employment due to his death or disability, he will be entitled to receive his earned but unpaid annual bonus for the year prior to his termination date and full vesting of the 2023 Equity Awards (with the PSUs vesting based on actual performance through his termination date and the Stock Options remaining exercisable for the remainder of their term). The CEO Employment Agreement and the applicable award agreements for the 2023 Equity Awards will also include restrictive covenants regarding confidentiality, non-competition and non-solicitation of customers and employees, and the Company’s ownership of intellectual property, including a 12-month post-employment non-competition covenant and non-solicitation of customers and employees of B+L.

  86. 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, with a maximum annual incentive opportunity equal to 200% of his annual target incentive. Ongoing equity grants are at the sole discretion of our Talent and Compensation Committee. The consequences of Mr. Eldessouky’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments upon Termination or Change in Control,” beginning on page 65. Mr. Eldessouky is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for one year following termination of employment for any reason.

  87. 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, with a maximum annual incentive opportunity equal to 200% of his annual target incentive. Upon hire, Mr. Bailey received a $200,000 cash sign-on award, 120,500 RSUs, and a Stock Option grant with a grant date fair value of $2,000,000. These awards are described in more detail in the “Grants of Plan-Based Awards” table and footnotes beginning on page 60. Mr. Bailey is entitled to receive an annual equity grant for 2024 with a grant date fair value of $2,000,000; following 2024, ongoing equity grants are at the sole discretion of our Talent and Compensation Committee. The consequences of Mr. Bailey’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments Upon Termination or Change in Control,” beginning on page 65. Mr. Bailey is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for one year following termination of employment for any reason.

  88. 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, with a maximum annual incentive opportunity equal to 200% of his annual target incentive. Ongoing equity grants are at the sole discretion of our Talent and Compensation Committee. The consequences of Dr. Hashad’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments Upon Termination or Change in Control,” beginning on page 65. Dr. Hashad is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for one year following termination of employment for any reason.

  89. 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, with a maximum annual incentive opportunity equal to 200% of his annual target incentive. Upon hire, Mr. Stewart received a $600,000 cash sign-on award and 33,150 RSUs. This award is described in more detail in the “Grants of Plan-Based Awards” table and footnotes beginning on page 60. Mr. Stewart is entitled to receive an annual equity grant for 2024 with a grant date fair value of $1,000,000; following 2024, ongoing equity grants are at the sole discretion of our Talent and Compensation Committee. The consequences of Mr. Stewart’s termination of employment, whether or not in connection with a “change in control,” are described in “Potential Payments Upon Termination or Change in Control,” beginning on page 65. Mr. Stewart is subject to customary restrictive covenants, including non-solicitation covenants during his employment and for one year following termination of employment for any reason.

  90. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth the annual and long-term compensation awarded to or paid to the NEOs for services rendered to the Company in all capacities during the years ended December 31, 2023, 2022 and 2021.

  91. 2023 Summary Compensation Table

    | Name | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Brenton L. Saunders(6) Chairman of the Board and Chief Executive Officer | 2023 | 1,396,923 | 6,500,000 | 27,870,000 | 7,305,493 | 2,181,436 | 55,199 | 45,309,051 | | Sam A. Eldessouky Executive Vice President & Chief Financial Officer | 2023 | 710,769 | — | 2,687,500 | 749,999 | 594,048 | 14,850 | 4,757,166 | | | 2022 | 700,000 | — | 2,813,150 | 2,249,998 | 375,200 | 13,725 | 6,152,073 | | | 2021 | 620,385 | — | 1,778,793 | 1,187,756 | 731,950 | 13,340 | 4,332,224 | | A. Robert D. Bailey Executive Vice President & Chief Legal Officer | 2023 | 519,231 | 200,000 | 2,049,705 | 1,999,997 | 430,816 | 14,850 | 5,214,599 | | Dr. Yehia Hashad Executive Vice President of Research & Development and Chief Medical Officer | 2023 | 660,000 | — | 1,119,765 | 312,500 | 551,616 | 13,613 | 2,657,494 | | | 2022 | 602,500 | — | 1,188,146 | 624,997 | 319,764 | 117,386 | 2,852,793 | | Andrew J. Stewart President, Global Pharmaceuticals and International Consumer | 2023 | 415,385 | 600,000 | 563,882 | — | 344,653 | 9,346 | 1,933,266 | | Joseph C. Papa Former Chief Executive Officer | 2023 | 283,077 | — | — | — | — | 9,245,009 | 9,528,086 | | | 2022 | 1,600,000 | — | 8,499,996 | 8,499,996 | 1,128,000 | 53,769 | 19,781,761 | | | 2021 | 1,600,000 | — | 16,561,105 | 2,250,054 | 2,448,000 | 29,978 | 22,889,137 | | Christina M. Ackermann Former Executive Vice President & General Counsel and President, Ophthalmic Pharmaceuticals | 2023 | 246,635 | 250,000 | 1,791,652 | 499,999 | 205,766 | 3,096,961 | 6,091,013 | | | 2022 | 750,000 | — | 2,063,144 | 1,499,999 | 402,000 | 20,383 | 4,735,526 | | | 2021 | 750,000 | — | 2,348,225 | 600,033 | 862,000 | 14,330 | 4,574,588 | | Joseph F. Gordon Former President, Global Consumer, Surgical and Vision Care | 2023 | 559,800 | 250,000 | 1,343,745 | 375,000 | 465,938 | 2,265,647 | 5,260,130 | | | 2022 | 600,000 | — | 1,813,142 | 1,249,999 | 321,600 | 13,882 | 3,998,623 | | | 2021 | 600,000 | — | 1,507,810 | 375,066 | 739,600 | 18,050 | 3,240,526 |

  92. 2023 Summary Compensation Table

    | (1) The amounts included in this column for 2023 for each of Messrs. Saunders, Bailey and Stewart reflect the sign-on bonuses paid to such executive in 2023 in connection with the commencement of their employment with the Company. The amounts included in this column for 2023 for each of Ms. Ackermann and Mr. Gordon reflect payment of the unpaid portion of such NEOs’ spin-off bonus award of $250,000 in connection with the termination of their employment in 2023 pursuant to the terms of their existing agreement with the Company. | | (2) The amounts reflected in this column for 2023 represent the aggregate grant date fair value of the Bausch + Lomb RSUs and PSUs granted to the NEOs in 2023, computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). The grant date fair values reflected in this column may differ from the approved values reflected in the CD&A because of the accounting methodology used to report the PSUs in this column, as required by SEC rules. The grant date fair value of the PSUs granted to the NEOs (other than Mr. Papa) during 2023 was calculated based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Subtopic 718-10, excluding the effect of estimated forfeitures. The grant date value of the PSUs granted to these NEOs in 2023 and reported in the table above, assuming the highest level of performance conditions will be achieved (300% of target levels for Mr. Saunders, 200% of target levels for all other NEOs), is $62,685,000 for Mr. Saunders, $3,847,791 for Mr. Eldessouky, $1,603,210 for Dr. Hashad, $2,565,189 for Ms. Ackermann, and $1,923,902 for Mr. Gordon. The amount reflected in this column and in this footnote do not represent the actual amounts that will be paid to or realized by our NEOs for awards made during the respective fiscal year. Information regarding the assumptions used to value these awards is set forth in “Note 2-Significant Accounting Policies” and “Note 13-Share Based Compensation” to the audited consolidated financial statements included in the Company’s Annual Report. | | (3) The amounts reflected in this column for 2023 represent the aggregate grant date fair value of the Bausch + Lomb Stock Options granted to the NEOs in 2023, computed in accordance with FASB ASC Topic 718, and using Black-Scholes, (excluding the effect of estimated forfeitures). Information regarding the assumptions used to value these awards is set forth in “Note 2—Significant Accounting Policies” and “Note 13—Share-Based Compensation” to the audited consolidated financial statements included in the Company’s Annual Report. | | (4) The amounts reflected in this column for 2023 represent the cash payout amounts under the 2023 AIP for each of the NEOs. For additional details regarding the 2023 AIP, see page 46 under “Components of Executive Compensation – Annual Incentive Program”. Pursuant to the terms of their separation agreements with the Company, the 2023 AIP bonuses for each of Ms. Ackermann and Mr. Gordon were prorated based on the number of days elapsed prior to their termination date in 2023 and determined based on actual achievement of the applicable performance metrics. For additional details regarding the separation agreements with Ms. Ackermann and Mr. Gordon, see the discussion starting on page 56. |

  93. 2023 Summary Compensation Table

    | (5) For 2023, amounts in this column for each NEO consist of the following: |

  94. 2023 Summary Compensation Table

    | | Saunders | Eldessouky | Bailey | Hashad | Stewart | Papa | Ackermann | Gordon | | 401(k) Match | 14,850 | 14,850 | 14,850 | 13,613 | 9,346 | 14,726 | 14,850 | 14,850 | | Use of Company Car/Aircraft(A) | 349 | — | — | — | — | — | — | — | | Legal Fees(B) | 40,000 | — | — | — | — | — | — | 4,822 | | Severance(C) | — | — | — | — | — | 9,230,283 | 3,082,111 | 2,245,975 |

  95. 2023 Summary Compensation Table

    | (A) This amount represents the value of Mr. Saunders’ personal use of a Company vehicle. There was no incremental cost to the Company in 2023 for Mr. Saunders’ use of the Company’s aircraft. | | (B) This amount represents the reimbursement of legal fees for Mr. Saunders in the preparation of his employment agreement, as described under “Mr. Saunders’ Employment Agreement” beginning on page 52 and for Mr. Gordon in the preparation of his separation agreement, as described under “Mr. Gordon’s Transition and Separation Agreement” on page 56. | | (C) This amount represents the severance payments made to Mr. Papa, Ms. Ackermann, and Mr. Gordon, pursuant to their agreements with the Company, and as described under “Former NEOs’ Separation Agreements” beginning on page 55. These amounts include: |

  96. 2023 Summary Compensation Table

    | a. | For Mr. Papa, (i) a pro-rated payment to Mr. Papa in the amount of $1,200,000 in lieu of an annual bonus for 2023; (ii) a cash severance payment in the amount of $8 million; and (iii) $30,283 for continued health benefits for two years at active employee rates, as described under “Mr. Papa’s Separation Arrangements” on page 55, in accordance with his severance agreement. | | b. | For Ms. Ackermann, (i) a cash severance payment equal to $2,754,000, which reflects an amount equal to two times the sum of Ms. Ackermann’s annual base salary and target bonus opportunity; (ii) a cash payment of $20,000 to be used for outplacement services; (iii) an additional lump sum cash severance payment of $280,000; and (iv) $28,111 for continued health benefits for two years at active employee rates, as described under “Ms. Ackermann’s Separation Agreement” on page 56, in accordance with her separation agreement. | | c. | For Mr. Gordon, a cash severance payment equal to $2,203,200, which reflects an amount equal to two times the sum of Mr. Gordon’s annual base salary and target bonus opportunity, and (ii) $42,775 for continued health benefits for two years at active employee rates, as described under “Mr. Gordon’s Transition and Separation Agreement” on page 56, in accordance with his separation agreement. |

  97. 2023 Summary Compensation Table

    | (6) Mr. Saunders was Chairman of the Board during 2023. He did not receive any additional compensation of any kind for his services as Chairman of the Board. |

  98. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information on the grants of plan-based awards to the NEOs during the year ended December 31, 2023.

  99. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of | All Other Option Awards: Number of Securities | Exercise or Base Price of Underlying | Grant | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | Shares of Units(3) (#) | Stock or Options(4) (#) | Option Awards(4) ($/Sh) | Date Fair Value(5) ($) | | Brenton L. Saunders | | | | | | | | | | | | | | 2023 AIP | 2/16/2023 | 2/14/2023 | 0 | 2,097,534 | 4,195,068 | | | | | | | | | 2023 New Hire RSUs | 2/23/2023 | 2/14/2023 | | | | | | | 375,000 | | | 6,975,000 | | 2023 New Hire Stock Options | 2/23/2023 | 2/14/2023 | | | | | | | | 1,318,681 | 18.60 | 7,305,493 | | 2023 New Hire PSUs | 2/23/2023 | 2/14/2023 | | | | 375,000 | 750,000 | 2,250,000 | | | | 20,895,000 | | Sam A. Eldessouky | | | | | | | | | | | | | | 2023 AIP | 2/10/2023 | 2/10/2023 | 0 | 571,200 | 1,142,400 | | | | | | | | | 2023 RSUs | 3/1/2023 | 2/10/2023 | | | | | | | 42,517 | | | 763,605 | | 2023 Stock Options | 3/1/2023 | 2/10/2023 | | | | | | | | 136,116 | 17.96 | 749,999 | | 2023 TSR PSUs | 3/1/2023 | 2/10/2023 | | | | 21,259 | 42,517 | 85,034 | | | | 1,160,290 | | 2023 Revenue Growth PSUs | 3/1/2023 | 2/10/2023 | | | | 21,259 | 42,517 | 85,034 | | | | 763,605 | | A. Robert D. Bailey | | | | | | | | | | | | | | 2023 AIP | 4/24/2023 | 4/10/2023 | 0 | 414,247 | 828,494 | | | | | | | | | 2023 New Hire RSUs | 4/24/2023 | 4/10/2023 | | | | | | | 120,500 | | | 2,049,705 | | 2023 New Hire Stock Options | 5/4/2023 | 4/10/2023 | | | | | | | | 429,184 | 17.50 | 1,999,997 | | Yehia Hashad, M.D. | | | | | | | | | | | | | | 2023 AIP | 2/10/2023 | 2/10/2023 | 0 | 530,400 | 1,060,800 | | | | | | | | | 2023 RSUs | 3/1/2023 | 2/10/2023 | | | | | | | 17,715 | | | 318,161 | | 2023 Stock Options | 3/1/2023 | 2/10/2023 | | | | | | | | 56,715 | 17.96 | 312,500 | | 2023 TSR PSUs | 3/1/2023 | 2/10/2023 | | | | 8,858 | 17,715 | 35,430 | | | | 483,443 | | 2023 Revenue Growth PSUs | 3/1/2023 | 2/10/2023 | | | | 8,858 | 17,715 | 35,430 | | | | 318,161 |

  100. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of | All Other Option Awards: Number of Securities | Exercise or Base Price of Underlying | Grant | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | Shares of Units(3) (#) | Stock or Options(4) (#) | Option Awards(4) ($/Sh) | Date Fair Value(5) ($) | | Andrew J. Stewart | | | | | | | | | | | | | | 2023 AIP | 4/24/2023 | 4/10/2023 | 0 | 331,397 | 662,794 | | | | | | | | | 2023 New Hire RSUs | 4/24/2023 | 4/10/2023 | | | | | | | 33,150 | | | 563,882 | | Christina M. Ackermann | | | | | | | | | | | | | | 2023 AIP | 2/10/2023 | 2/10/2023 | 0 | 612,000 | 1,224,000 | | | | | | | | | 2023 RSUs | 3/1/2023 | 2/10/2023 | | | | | | | 28,344 | | | 509,058 | | 2023 Stock Options | 3/1/2023 | 2/10/2023 | | | | | | | | 90,744 | 17.96 | 499,999 | | 2023 TSR PSUs | 3/1/2023 | 2/10/2023 | | | | 14,173 | 28,345 | 56,690 | | | | 773,536 | | 2023 Revenue Growth PSUs | 3/1/2023 | 2/10/2023 | | | | 14,172 | 28,344 | 56,688 | | | | 509,058 | | Joseph F. Gordon | | | | | | | | | | | | | | 2023 AIP | 2/10/2023 | 2/10/2023 | 0 | 489,600 | 979,200 | | | | | | | | | 2023 RSUs | 3/1/2023 | 2/10/2023 | | | | | | | 21,258 | | | 381,794 | | 2023 Stock Options | 3/1/2023 | 2/10/2023 | | | | | | | | 68,058 | 17.96 | 375,000 | | 2023 TSR PSUs | 3/1/2023 | 2/10/2023 | | | | 10,630 | 21,259 | 42,518 | | | | 580,157 | | 2023 Revenue Growth PSUs | 3/1/2023 | 2/10/2023 | | | | 10,629 | 21,258 | 42,516 | | | | 381,794 |

  101. Grants of Plan-Based Awards

    | (1) 2023 AIP represents the threshold, target, and maximum awards set under the 2023 AIP. For fiscal year 2023, Mr. Saunders, Mr. Bailey, and Mr. Stewart’s target bonus opportunity was prorated to reflect their hire dates. The values set forth in this row reflect their prorated threshold, target and maximum bonus opportunities for fiscal year 2023. For Ms. Ackermann and Mr. Gordon, the actual amount paid for 2023 is included in the 2023 Summary Compensation Table on page 59 under the column titled “Non-Equity Incentive Plan Compensation.” | | (2) This column shows the number of PSUs granted in 2023. PSUs cliff vest on (i) the fourth anniversary of the grant date for Mr. Saunders and (ii) the third anniversary of the grant date for the other NEOs, in each case assuming achievement of minimum performance criteria and continued employment through the applicable vesting date. | | (3) This column shows the number of RSUs granted in 2023. These RSUs will vest ratably on (i) the second and third anniversaries of the grant for Mr. Saunders and (ii) the first three anniversaries of the grant for all other NEOs, in each case subject to continued employment through the applicable vesting dates. | | (4) This column shows the number of non-qualified Stock Options granted in 2023. These Stock Options vest ratably on the first three anniversaries of the grant date, subject to continued employment through the applicable vesting dates, and remain exercisable until the ten-year anniversary of the grant date. The exercise price is the closing price on the date of grant of the B+L Common Shares. The aggregate number of Stock Options granted in 2023 expressed as a percentage of the total issued and outstanding B+L Common Shares as of December 31, 2023 (otherwise known as the “burn rate”) was 1.0%. | | (5) The amounts reflected in this column represent the aggregate grant date fair value of the Bausch + Lomb equity awards granted to the NEOs in 2023, computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures) and, for Stock Options, was determined using Black-Scholes. For PSUs, the grant date fair value is based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Subtopic 718-10. The grant date fair values reflected in this column may differ from the approved values reflected in the CD&A because of the accounting methodology used to report the PSUs in this column, as required by SEC rules |

  102. 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, 2023. The market value of the stock awards is based on the closing market prices on December 29, 2023, which was $17.06 for B+L Common Shares and $8.02 for BHC Common Shares.

  103. 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 | — | 1,318,681(1) | 18.6 | 2/23/2033 | | | | | | | BLCO | 2/23/2023 | | | | | 375,000(2) | 6,397,500 | | | | | BLCO | 2/23/2023 | | | | | | | 375,000(3) | 6,397,500 | | Sam A. Eldessouky | BHC | 3/1/2017 | 31,430(4) | — | 14.38 | 3/1/2027 | | | | | | | BHC | 3/7/2018 | 31,697(4) | — | 15.32 | 3/7/2028 | | | | | | | BHC | 2/27/2019 | 22,149(4) | — | 23.16 | 2/27/2029 | | | | | | | BHC | 2/26/2020 | 28,429(4) | — | 24.77 | 2/26/2030 | | | | | | | BHC | 3/3/2021 | 10,916(4) | 5,458(4) | 32.56 | 3/3/2031 | | | | | | | BHC | 3/3/2021 | | | | | 2,060(5) | 16,521 | | | | | BHC | 3/3/2021 | | | | | 1,373(5) | 11,011 | | | | | BHC | 6/1/2021 | 81,618(4) | 40,809(4) | 32.03 | 6/1/2031 | | | | | | | BHC | 6/1/2021 | | | | | 11,225(5) | 90,025 | | | | | BLCO | 5/5/2022 | — | 494,505(6) | 18.00 | 5/5/2032 | | | | | | | BLCO | 5/5/2022 | | | | | 125,000(7) | 2,132,500 | | | | | BLCO | 7/25/2022 | | | | | 23,334(8) | 398,078 | | | | | BLCO | 3/1/2023 | — | 136,116(1) | 17.96 | 3/1/2033 | | | | | | | BLCO | 3/1/2023 | | | | | 42,517(8) | 725,340 | | | | | BLCO | 3/1/2023 | | | | | | | 56,689(9) | 967,114 | | | BLCO | 3/1/2023 | | | | | | | 85,034(10) | 1,450,680 | | A. Robert D. Bailey | BLCO | 5/4/2023 | — | 429,184(1) | 17.50 | 5/4/2033 | | | | | | | BLCO | 4/24/2023 | | | | | 120,500(8) | 2,055,730 | | | | Dr. Yehia Hashad | BLCO | 5/5/2022 | — | 137,362(6) | 18.00 | 5/5/2032 | | | | | | | BLCO | 5/5/2022 | | | | | 34,722(7) | 592,357 | | | | | BLCO | 7/25/2022 | | | | | 23,334(8) | 398,078 | | | | | BLCO | 3/1/2023 | — | 56,715(1) | 17.96 | 3/1/2033 | | | | | | | BLCO | 3/1/2023 | | | | | 17,715(8) | 302,218 | | | | | BLCO | 3/1/2023 | | | | | | | 23,620(9) | 402,957 | | | BLCO | 3/1/2023 | | | | | | | 35,430(10) | 604,436 | | Andrew J. Stewart | BLCO | 4/24/2023 | | | | | 33,150(8) | 565,539 | | | | Joseph C. Papa | BHC | 6/9/2016 | 682,652(11) | — | 23.92 | 3/6/2025 | | | | | | | BHC | 3/7/2018 | 338,058(11) | — | 15.32 | 3/6/2025 | | | | | | | BHC | 2/27/2019 | 236,183(11) | — | 23.16 | 3/6/2025 | | | | | | | BHC | 2/26/2020 | 341,114(11) | — | 24.77 | 3/6/2025 | | | | | | | BHC | 3/3/2021 | 196,464(11) | — | 32.56 | 3/6/2025 | | | | | | | BLCO | 5/5/2022 | — | 1,248,496(12) | 18.00 | 5/5/2032 | | | | |

  104. 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 ($) | | Christina M. Ackermann | BHC | 8/10/2016 | 39,469(13) | — | 27.32 | 4/28/2024 | | | | | | | BHC | 2/27/2019 | 62,004(11) | — | 23.16 | 4/28/2025 | | | | | | | BHC | 2/26/2020 | 81,873(11) | — | 24.77 | 4/28/2025 | | | | | | | BHC | 3/3/2021 | 52,392(11) | — | 32.56 | 4/28/2025 | | | | | | | BLCO | 5/5/2022 | — | 130,845(12) | 18.00 | 5/5/2032 | | | | | | Joseph F. Gordon | BHC | 6/9/2016 | 15,582(13) | — | 23.92 | 2/29/2024 | | | | | | | BHC | 3/7/2018 | 40,568(11) | — | 15.32 | 11/30/2025 | | | | | | | BHC | 2/27/2019 | 44,290(11) | — | 23.16 | 11/30/2025 | | | | | | | BHC | 2/26/2020 | 56,858(11) | — | 24.77 | 11/30/2025 | | | | | | | BHC | 3/3/2021 | 32,749(11) | — | 32.56 | 11/30/2025 | | | | | | | BHC | 3/3/2021 | | | | | 4,120(14) | 33,042 | | | | | BHC | 3/3/2021 | | | | | 3,845(14) | 30,837 | | | | | BLCO | 5/5/2022 | — | 143,880(12) | 18.00 | 5/5/2032 | | | | | | | BLCO | 3/1/2023 | — | 68,058(15) | 17.96 | 3/1/2025 | | | | | | | BLCO | 3/1/2023 | | | | | 21,258(15) | 362,661 | | |

  105. Outstanding Equity Awards at Fiscal Year-End

    | (1) Non-qualified Stock Options will vest ratably on the first three anniversaries of the grant date, subject to continued employment through the grant date. Stock Options will remain exercisable until the ten-year anniversary of the grant date. | | (2) Mr. Saunders’ RSUs granted upon hire will vest ratably on the second and third anniversaries of the grant date, assuming continued employment with Bausch + Lomb through each applicable date. | | (3) Mr. Saunders’ PSUs granted upon hire will cliff vest on the fourth anniversary of the grant date, assuming achievement of minimum performance criteria and continued employment through the applicable vesting date. Based on the estimated payout at fiscal year-end, the threshold number of shares (50%) reported as outstanding. | | (4) BHC non-qualified Stock Options vest ratably on each of the first three anniversaries of the grant date and remain exercisable until the ten-year anniversary of the grant date. | | (5) BHC RSUs vest in three equal installments on the first, second, and third anniversaries of the grant date. | | (6) The Founder Stock Options will vest ratably on the first three anniversaries of the grant date, or, if later, upon the full separation from BHC or a change in control of the Company, subject to continued employment as of the vesting date. The Founder Stock Options will remain exercisable until the ten-year anniversary of the grant date. | | (7) The Founder RSUs for the NEOs, except Dr. Hashad, will vest 50% on each of the second and third anniversaries of the grant date or, if later, the earlier of the full separation from BHC or a change in control of the Company assuming continued employment through the applicable vesting date. The Founder RSUs for Dr. Hashad will vest 100% on the second anniversary from the grant date, or, if later, the earlier of the full separation from BHC or a change in control of the Company assuming continued employment through the applicable vesting date. | | (8) RSUs vest ratably on the first three anniversaries of the grant date, assuming continued employment with Bausch + Lomb through each applicable vesting date. | | (9) PSUs will cliff vest on the third anniversary of the grant date, assuming achievement of minimum revenue growth performance criteria and continued employment through the applicable vesting date. The average of performance in 2023, plus target performance for 2024 and 2025, are reported as outstanding (133%). Revenue growth is measured each year, and the number of PSUs that are ultimately achieved will be determined following the end of the performance period on December 31, 2025 based on performance in each of 2023, 2024, and 2025. | | (10) PSUs will cliff vest on the third anniversary of the grant date, assuming achievement of minimum relative TSR performance criteria and continued employment through the applicable vesting date. Based on performance as of December 31, 2023, the maximum number of shares (200%) are reported as outstanding. Relative TSR will be measured at the end of the performance period, and the number of PSUs that are ultimately achieved will be determined following the end of the performance period on December 31, 2025. | | (11) Under the retirement provisions of these BHC non-qualified Stock Option awards, Mr. Papa, Ms. Ackermann, and Mr. Gordon have two years from the date the applicable NEO’s employment ended to exercise these Stock Options. | | (12) The Founder Stock Options will vest and become exercisable on the Unrestricted Date (the earliest to occur of (i) the date BHC completes the spin-off distribution of the Company, (ii) a change in control of the Company, (iii) the date the board of directors of BHC determines that BHC will no longer pursue the spin-off distribution of the Company, and (iv) the two-year anniversary of the NEO’s termination of employment) and will be exercisable for two years. Since the Unrestricted Date is unknown at this time, the Option Expiration Date is displayed as the original ten-year term. | | (13) Under the termination provisions of these BHC non-qualified Stock Option awards, Ms. Ackermann has twelve months post-termination to exercise these Stock Options and Mr. Gordon has three months post-termination to exercise these Stock Options. | | (14) The delivery of the shares underlying the BHC RSUs to Mr. Gordon were delayed in accordance with the requirements of Section 409A of the Code. As of the date hereof, these RSUs have been distributed. | | (15) In consideration for the transition and advisory services Mr. Gordon provided to the Company, the RSUs and Stock Options granted to Mr. Gordon on March 1, 2023 continued to vest through the end of the consulting period on March 1, 2024, in accordance with the original terms of these grants. As of the date hereof, these RSUs have been distributed and Mr. Gordon has two years to exercise these Stock Options |

  106. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information regarding option exercises by the NEOs during 2023 and B+L and BHC Common Shares acquired on the vesting of RSUs held by the NEOs during 2023.

  107. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Net Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Brenton L. Saunders | | | | | | BLCO | — | — | — | — | | Sam A. Eldessouky | | | | | | BLCO | — | — | 11,666 | 231,220 | | BHC | — | — | 28,025 | 248,628 | | A. Robert D. Bailey | | | | | | BLCO | — | — | — | — | | Yehia Hashad, M.D. | | | | | | BLCO | — | — | 11,666 | 231,220 | | Andrew J. Stewart | | | | | | BLCO | — | — | — | — | | Joseph C. Papa | | | | | | BLCO | — | — | 315,592 | 5,450,274 | | BHC | — | — | 442,579 | 4,070,761 | | Christina M. Ackermann | | | | | | BLCO | — | — | 68,075 | 1,230,115 | | BHC | — | — | 75,701 | 662,731 | | Joseph F. Gordon | | | | | | BLCO | — | — | 71,369 | 1,151,243 | | BHC | — | — | 34,701 | 323,251 |

  108. Option Exercises and Stock Vested

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

  109. 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, and the actual benefits received by our former NEOs. This table assumes a termination date of December 31, 2023 and a stock price of $17.06 for B+L Common Shares and $8.02 for BHC Common Shares, which were the closing prices on December 29, 2023, the last business day of the year. The receipt of benefits is generally subject to the execution and non-revocation of a release of claims. Other relevant assumptions and explanations are set forth in the footnotes following the table.

  110. Potential Payments upon Termination or Change in Control

    | | Termination without Cause or for Good Reason | Termination within 12 months of a Change in Control | Termination due to Death or Disability | Termination due to Retirement | Actual Received Upon Termination | | Brenton L. Saunders | | | | | | | Cash(1) (2) | 10,181,436 | 10,181,436 | — | — | — | | BLCO RSUs and PSUs(3) (4) | 6,397,500 | 19,192,500 | 6,397,500 | — | — | | BLCO Stock Options(3) (4) | — | — | — | — | — | | Other Benefits(5) | 42,775 | 42,775 | — | — | — | | Total Estimated Incremental Value | 16,621,711 | 29,416,711 | 6,397,500 | — | — | | Sam A. Eldessouky | | | | | | | Cash(6) | 3,414,448 | 3,391,600 | — | — | — | | BLCO RSUs(7) (8) | 1,575,234 | 3,659,620 | 3,659,620 | — | — | | BLCO Stock Options(7) (8) | — | — | — | — | — | | BHC RSUs(9) | 75,391 | 117,557 | 117,557 | — | — | | BHC Stock Options(9) | — | — | — | — | — | | Other Benefits(10) | 42,775 | 42,775 | — | — | — | | Total Estimated Incremental Value | 5,107,847 | 7,211,552 | 3,777,177 | — | — | | A. Robert D. Bailey | | | | | | | Cash(11) | 1,764,247 | 3,114,247 | — | — | — | | BLCO RSUs(12) | 2,055,730 | 2,055,730 | 2,055,730 | — | — | | BLCO Stock Options(12) | — | — | — | — | — | | Other Benefits(13) | 16,494 | 32,987 | | — | — | | Total Estimated Incremental Value | 3,836,471 | 5,202,964 | 2,055,730 | — | — | | Dr. Yehia Hashad | | | | | | | Cash(6) | 2,938,416 | 2,917,200 | — | — | — | | BLCO RSUs(7) (8) | 807,623 | 1,370,872 | 1,370,872 | — | — | | BLCO Stock Options(7) (8) | — | — | — | — | — | | Other Benefits(10) | 47,141 | 47,141 | — | — | — | | Total Estimated Incremental Value | 3,793,180 | 4,335,213 | 1,370,872 | — | — | | Andrew J. Stewart | | | | | | | Cash(11) | 1,411,397 | 2,491,397 | — | — | — | | BLCO RSUs(12) | 565,539 | 565,539 | 565,539 | — | — | | BLCO Stock Options(12) | — | — | — | — | — | | Other Benefits(13) | 23,570 | 47,141 | | — | — | | Total Estimated Incremental Value | 2,000,506 | 3,104,077 | 565,539 | — | — |

  111. Potential Payments upon Termination or Change in Control

    | | Termination without Cause or for Good Reason | Termination within 12 months of a Change in Control | Termination due to Death or Disability | Termination due to Retirement | Actual Received Upon Termination | | Joseph C. Papa(14) | | | | | | | Cash | — | — | — | — | 9,200,000 | | BLCO RSUs | — | — | — | — | 5,450,274 | | BLCO Stock Options | — | — | — | — | — | | BHC RSUs | — | — | — | — | 787,978 | | BHC Stock Options | — | — | — | — | — | | Other Benefits | — | — | — | — | 30,283 | | Total Estimated Incremental Value | — | — | — | — | 15,468,535 | | Christina M. Ackermann(15) | | | | | | | Cash | — | — | — | — | 3,489,766 | | BLCO RSUs | — | — | — | — | 1,230,115 | | BLCO Stock Options | — | — | — | — | — | | BHC RSUs | — | — | — | — | 159,914 | | BHC Stock Options | — | — | — | — | — | | Other Benefits | — | — | — | — | 48,111 | | Total Estimated Incremental Value | — | — | — | — | 4,927,906 | | Joseph F. Gordon(16) | | | | | | | Cash | — | — | — | — | 2,919,138 | | BLCO RSUs | — | — | — | — | 920,023 | | BLCO Stock Options | — | — | — | — | — | | BHC RSUs | — | — | — | — | 78,774 | | BHC Stock Options | — | — | — | — | — | | Other Benefits | — | — | — | — | 42,775 | | Total Estimated Incremental Value | — | — | — | — | 3,960,710 |

  112. Potential Payments upon Termination or Change in Control

    | (1) As shown above under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control,” if Mr. Saunders’ employment is terminated by the Company without Cause, due to the Company’s non-renewal of the employment term, or if he resigns for Good Reason (in each case as defined in the CEO Employment Agreement), Mr. Saunders will be entitled to receive his earned but unpaid annual bonus for the year preceding his termination date, a prorated annual bonus for the year of his termination based on actual performance (or, if the Good Leaver Termination occurs within 30 days prior to or 24 months following a change in control, based on the greater of actual performance and target performance), a lump sum cash payment equal to two times the sum of his base salary and target bonus (or, if the Good Leaver Termination is during the change in control period, and two times the sum of his base salary and the greater of his average annual bonus for the two performance years prior to the year of his termination date and his target bonus). These severance benefits are subject to his execution and non-revocation of a release of claims against the Company. | | (2) As shown above under “Termination due to Death or Disability,” if Mr. Saunders experiences a termination of employment due to his death or disability, he will be entitled to receive his earned but unpaid annual bonus for the year prior to his termination date. | | (3) As shown above under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control,” if Mr. Saunders’ employment is terminated by the Company without Cause, due to the Company’s non-renewal of the employment term, or if he resigns for Good Reason, Mr. Saunders will be entitled to receive an additional 12 months of vesting credit for any time-vesting equity awards held by Mr. Saunders (other than the 2023 Equity Awards) (or, if the Good Leaver Termination occurs during the Change in Control Period, full vesting of all equity awards, with PSUs vesting at the higher of target and actual performance through the termination date and Stock Options remaining exercisable for the remainder of their applicable term), full vesting of the 2023 Equity Awards (with the PSUs vesting based on actual performance through his termination date, or, if the Good Leaver Termination is during the Change in Control Period, the greater of actual performance through the termination date and target, and the Stock Options remaining exercisable for the remainder of their term). | | (4) As shown above under “Termination due to Death or Disability,” if Mr. Saunders experiences a termination of employment due to his death or disability, he will be entitled to full vesting of the 2023 Equity Awards (with the PSUs vesting based on actual performance through his termination date and the Stock Options remaining exercisable for the remainder of their term). | | (5) As shown above under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control,” if Mr. Saunders’ employment is terminated by the Company without Cause, due to the Company’s non-renewal of the employment term, or if he resigns for Good Reason, Mr. Saunders will be entitled to receive up to 24 months of COBRA continuation coverage and two additional years of age or service credit under Company retirement plans, subject to the terms of such plan or program. | | (6) As shown above under “Termination without Cause or for Good Reason,” under the 2022 Retention Program described on page 55, the severance benefits payable to Mr. Eldessouky and Dr. Hashad provide that, in the event of an involuntary termination of employment by the Company without “cause” or resignation for “good reason” (as defined in their respective employment agreements), in each case within one year following the Company’s appointment of Mr. Papa’s successor, then they will be eligible to receive a cash severance payment equal to two times the sum of their annual base salary and annual target incentive award, plus payment of an annual cash bonus award for the year of termination (based on actual achievement of applicable performance goals and prorated based on the number of days employed during the year). As shown above under “Termination within 12 months of a Change in Control,” if Mr. Eldessouky and Dr. Hashad are terminated without cause, or for good reason, in contemplation of a change in control or within 12 months following a change in control, they will receive a cash severance payment equal to two times the sum of annual base salary and annual target incentive award, plus payment of an annual cash bonus award for the year of termination (based on target achievement and prorated based on the number of days employed during the year). As of the date hereof, this provision has expired. As shown above under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control,” for Mr. Eldessouky, he would also receive a cash payment equal to the remaining 50% of the Company’s separation bonus upon a “qualifying termination.” |

  113. Potential Payments upon Termination or Change in Control

    | (7) As shown above under “Termination without Cause or for Good Reason,” under the 2022 Retention Program described on page 55, the Founder RSUs issued to Mr. Eldessouky and Dr. Hashad in May 2022 will partially vest upon their termination of service on a pro-rata basis, but the shares received upon settlement will remain fully restricted and nontransferable until the Unrestricted Date, and the Stock Options issued will vest and become exercisable on the Unrestricted Date on a pro-rata basis and will be exercisable for two years following the Unrestricted Date. As shown above under “Termination within 12 months of a Change in Control” and “Termination due to Death or Disability,” Founder RSUs and Founder Stock Options fully vest. In addition, Mr. Eldessouky and Dr. Hashad were granted a one-time award of RSUs under the Retention Program, which will fully vest as shown above under “Termination without Cause or for Good Reason,” “Termination within 12 months of a Change in Control” and “Termination due to Death or Disability.” Outstanding Stock Options are not currently in-the-money, so no value is shown above. | | (8) As shown above under “Termination without Cause or for Good Reason,” the RSUs issued to Mr. Eldessouky and Dr. Hashad in March 2023 will partially vest upon their termination of service on a pro-rata basis (after minimum requirement to be employed one year from grant is met), the Stock Options will be forfeited, and the PSUs will vest on a pro-rata basis based on actual performance (after a minimum requirement to be employed one year from grant). As shown above under “Termination within 12 months of a Change in Control” and “Termination due to Death or Disability,” RSUs and Stock Options fully vest, and PSUs pro-rata vest based on target performance in the case of a change in control and actual performance in the case of death or disability. Outstanding Stock Options are not currently in-the-money, so no value is shown above. | | (9) As shown above under “Termination without Cause or for Good Reason,” the treatment of Mr. Eldessouky’s BHC equity awards will be treated in accordance with the terms of their governing grant agreements; his outstanding BHC RSUs will pro-rata vest and his Stock Options will be forfeited. As shown above under “Termination within 12 months of a Change in Control” and “Termination due to Death or Disability,” his outstanding BHC RSUs and Stock Options will fully vest. Outstanding Stock Options are not currently in-the-money, so no value is shown above. | | (10) As shown above under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control,” Mr. Eldessouky and Dr. Hashad are entitled to receive up to 24 months of COBRA continuation coverage. As of the date hereof, this provision has expired. | | (11) As shown above under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control,” if Mr. Bailey or Mr. Stewart’s employment is terminated by the Company without Cause, due to the Company’s non-renewal of the employment term, or if resigning for Good Reason, Mr. Bailey and Mr. Stewart will be entitled to receive their earned but unpaid annual bonus for the year preceding their termination date, a prorated annual bonus for the year of termination, and a lump sum cash payment equal to one times the sum of base salary and target bonus (or two times if in contemplation of a change in control, or within twelve months following a change in control). These severance benefits are subject to Mr. Bailey and Mr. Stewart’s execution and non-revocation of a release of claims against the Company. As shown above under “Termination due to Death or Disability,” if Mr. Bailey or Mr. Stewart experiences a termination of employment due to death or disability, Mr. Bailey and Mr. Stewart will be entitled to receive any earned but unpaid annual bonus for the year prior to termination date. | | (12) As shown above under “Termination without Cause or for Good Reason,” “Termination within 12 months of a Change in Control” and “Termination due to Death or Disability,” the RSUs issued to Mr. Bailey and Mr. Stewart upon hire will vest upon their termination of service, and the Stock Options granted to Mr. Bailey will vest upon his termination of service. Outstanding Stock Options are not currently in-the-money, so no value is shown above. | | (13) As shown above under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control,” Mr. Bailey and Mr. Stewart are entitled to receive 12 months of COBRA continuation coverage (or 24 months if in contemplation of a change in control, or within twelve months following a change in control). | | (14) Mr. Papa’s Separation Agreement (as Amended and Restated), as described above under “Former NEOs’ Separation Agreements” on page 55, provided for a lump sum cash payment equal to two times the sum of his base salary (consistent with his employment agreement), a prorated annual bonus of $1,200,000, and continued health benefits for two years at active employee rates. The treatment of Mr. Papa’s equity awards was consistent with their terms for a termination due to retirement and, for Mr. Papa’s Bausch + Lomb program separation PSUs, by the Company without cause, except that Mr. Papa’s Founder RSUs would vest upon his termination of service. On Mr. Papa’s termination date, he received partial vesting of a set number of his Founder Awards, in the amount of (a) 315,592 of his Founder RSUs that accelerated and vested, but the shares received upon settlement remain fully restricted and nontransferable until the Unrestricted Date, and (b) 1,248,496 of his Founder Stock Options that would remain eligible to vest upon the Unrestricted Date and remain exercisable for two years following the Unrestricted Date. The Company reimbursed Mr. Papa $7,480 incurred in connection with the negotiation of the separation agreement, as previously disclosed in the 2023 Proxy Statement. | | (15) Ms. Ackermann’s separation agreement, as described above under “Former NEOs’ Separation Agreements” on page 56, provided for the following payments and benefits in accordance with the existing terms of her previously disclosed arrangements with the Company following her separation date: (i) a cash severance payment equal to $2,754,000, which reflects an amount equal to two times the sum of Ms. Ackermann’s annual base salary and target bonus opportunity, (ii) payment of her annual cash bonus for fiscal year 2023, prorated based on the number of days elapsed through the separation date and determined based on the actual achievement of the applicable performance metrics, payable in a lump sum no later than March 15, 2024; (iii) continued coverage under the Company’s health plans through the second anniversary of the separation date, to the extent permitted under applicable law and the terms of such plans; (iv) payment of the unpaid portion of her spin-off bonus award equal to $250,000; and (v) a cash payment of $20,000 to be used for outplacement services. Ms. Ackermann’s outstanding equity incentive awards were treated in accordance with the existing terms of her compensation arrangements, as previously disclosed by the Company. Ms. Ackermann’s separation agreement also provided for Ms. Ackermann to receive a lump sum cash severance payment of $280,000, and to have any proration of her founder equity awards granted in May 2022 in connection with the Company’s IPO determined by reference to an assumed notice period ending on July 14, 2023. | | (16) Mr. Gordon’s separation agreement, as described above under “Former NEOs’ Separation Agreements” on page 56, provided for the following payments and benefits in accordance with the existing terms of his previously disclosed arrangements with the Company following his separation date: (i) a cash severance payment equal to $2,203,200, which reflects an amount equal to two times the sum of Mr. Gordon’s annual base salary and target bonus opportunity; (ii) payment of his annual cash bonus for fiscal year 2023, prorated based on the number of days elapsed through the separation date and determined based on the actual achievement of the applicable performance metrics, payable in a lump sum no later than March 15, 2024; (iii) continued coverage under the Company’s health plans through the second anniversary of the separation date, to the extent permitted under applicable law and the terms of such plans; (iv) payment of the unpaid portion of his spin-off bonus award equal to $250,000; and (v) a payment of reasonable legal fees incurred in the negotiation and preparation of the separation agreement, up to $5,000. Mr. Gordon’s outstanding equity incentive awards were treated in accordance with the existing terms of his compensation arrangements, as previously disclosed by the Company, including that, in consideration for the transition and advisory services Mr. Gordon will provide to the Company, RSUs and Stock Options granted to Mr. Gordon on March 1, 2023 will continue to vest through the end of the consulting period. |

  114. 2023 Pay Ratio Disclosure

    2023 Pay Ratio Disclosure

  115. Pay Ratio

    Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2023:

  116. Pay Ratio

    | + | the median of the annual total compensation of all our employees (excluding our CEO) was $50,441; | | + | the annual total compensation of our CEO was $45,309,051; and | | + | the ratio of these two amounts was 898 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. |

  117. 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 2023 Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our Peer Group, Net Income and Adjusted EBITDA (non-GAAP).

  118. Pay Versus Performance

    | | Summary | Compensation | Summary | Compensation | Average Summary | Average | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Compensation Table Total for PEO (Brenton L. Saunders)(1) (b) | Actually Paid to PEO (Brenton L. Saunders)(2) (c) | Compensation Table Total for PEO (Joseph C. Papa)(1) (b) | Actually Paid to PEO (Joseph C. Papa)(2) (c) | Compensation Table Total for Non-PEO NEOs(1) (d) | Compensation Actually Paid to Non-PEO NEOs(2) (e) | Total Shareholder Return(3) (f) | Peer Group Total Shareholder Return(3) (g) | Net Income(4) (h) | Adjusted EBITDA (non- GAAP)(5) ($) (i) | | 2023 | 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 |

  119. Pay Versus Performance

    | (1) Compensation for our PEOs reflects the amounts reported in the 2023 Summary Compensation Table for the respective years. Our PEO in 2022 was Mr. Papa and our PEOs in 2023 were Mr. Saunders and Mr. Papa. 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. |

  120. Pay Versus Performance

    | (2) Compensation actually paid for the PEO and average compensation actually paid for our non-PEO NEOs in 2023 reflect the respective amounts set forth in columns (b) and (d), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year. The amounts in the table below reflect the year-over-year change in fair value of equity awards to equity award granted to our NEOs in 2023 and BHC equity awards granted to our NEOs in years prior to our IPO in 2022. For information regarding the decisions made by our Talent and Compensation Committee in regards to the PEO’s and our other NEOs’ compensation for fiscal year 2023, see the “Compensation Discussion and Analysis” beginning on page 41. |

  121. Pay Versus Performance

    | | PEO 2023 (Brenton L. Saunders) | PEO 2023 (Joseph C. Papa) | Non-PEOs 2023 | | Summary Compensation Table Total | 45,309,051 | 9,528,086 | 4,318,944 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year (b) | 35,175,493 | — | 2,248,957 | | Plus Fair Value for Awards Granted in the Covered Year | 26,024,333 | — | 1,592,798 | | Change in Fair Value of BLCO Outstanding Unvested Awards from Prior Years | — | (1,126,958) | (83,072) | | Change in Fair Value of BHC Outstanding Unvested Awards from Prior Years | — | — | 1,684 | | Change in Fair Value of BLCO Awards from Prior Years that Vested in the Covered Year | — | 555,442 | 53,191 | | Change in Fair Value of BHC Awards from Prior Years that Vested in the Covered Year | — | 1,271,449 | 58,457 | | Less Fair Value of BLCO Awards Forfeited during the Covered Year | — | 4,583,173 | 406,404 | | Less Fair Value of BHC Awards Forfeited during the Covered Year | — | — | — | | Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | — | — | — | | Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | — | — | — | | Plus Aggregate Service Cost and Prior Service Cost for Pension Plans | — | — | — | | Compensation Actually Paid | 36,157,891 | 5,644,847 | 3,286,641 |

  122. 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.

  123. Pay Versus Performance

    | (3) TSR is cumulative for the measurement periods beginning on the B+L IPO date and ending on each of December 31, 2023 and December 31, 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The Peer Group for purposes of this table is the same as our Peer Group as determined under Item 201(e) of Regulation S-K and described in Item 5 of the Company’s Annual Report. | | (4) Presented in millions. Reflects “Net Income” as required to be disclosed in the Company’s Consolidated Statements of Income included in the Company’s Annual Report on Form 10-K for the years ended December 31, 2023 and December 31, 2022. | | (5) Presented in millions. This is a non-GAAP measure. Please see Appendix C for additional information and a reconciliation of non-GAAP financial measures to the most comparable GAAP financial measures and ratios. |

  124. Pay Versus Performance

    The following table sets forth an unranked list of the financial performance measures that we view as the “most important” measures for linking our NEOs’ compensation to performance, as specifically listed below, which are metrics utilized under our annual cash and long-term incentive programs for 2023. For more information on the financial performance metrics that are listed below and how they are utilized in our compensation program, please see “Compensation Discussion and Analysis”.

  125. Pay Versus Performance

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

  126. Pay Versus Performance

    | * Adjusted EBITDA 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. |

  127. Pay Versus Performance

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

  128. 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 2023 to the Company’s performance. From the above list of performance measures, we view Adjusted EBITDA (non-GAAP) as our most important financial performance measure used to link compensation actually paid to our PEOs and other NEOs to Company performance for fiscal 2023. Adjusted EBITDA (non-GAAP) is a key component of the Company’s performance-based incentive compensation program and is utilized under our AIP given it is a performance measure over which our NEOs can have significant impact. In addition, Adjusted EBITDA (non-GAAP) is directly linked to the Company’s long-term strategic growth plan and performance that drive stockholder value and is highly correlated with fluctuations in our stock price. As for the other performance measures listed in the table above, Organic Revenue Growth (non-GAAP)**, relative Total Shareholder Return and absolute Shareholder Return, are equally weighted metrics in our long-term performance-based incentive compensation program for fiscal 2023, which was a key component of our NEOs’ pay in 2023. For additional information regarding how the above listed performance measures were utilized as part of our executive compensation program in fiscal 2023, see “Compensation Discussion and Analysis.”

  129. 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 2023 compensation program to link pay with performance, please refer to the Long-Term Incentive Program description starting on page 49.

  130. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income The following graph shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with our Net Income over the covered fiscal years.

  131. Compensation Actually Paid versus Adjusted EBITDA (Non-GAAP)*

    Compensation Actually Paid versus Adjusted EBITDA (Non-GAAP)* The following graph shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with our Adjusted EBITDA (Non-GAAP)* over the covered fiscal years. For additional details regarding how Adjusted EBITDA (non-GAAP)* was utilized under our 2023 compensation program to link pay with performance, please refer to the Annual Incentive Program description starting on page 46.

  132. Compensation Actually Paid versus Adjusted EBITDA (Non-GAAP)*

    | * This is a non-GAAP measure. See Appendix C for more information on non-GAAP measures and ratios. |

  133. Indebtedness of Directors and Officers

    Indebtedness of Directors and Officers No current or former director, officer or employee of Bausch + Lomb, or any associate of any such individual, is as at the date hereof, or has been, during the year ended December 31, 2023, indebted to Bausch + Lomb or any of its subsidiaries in connection with a purchase of securities or otherwise. In addition, no indebtedness of these individuals to another entity has been the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by Bausch + Lomb or any of its subsidiaries.