| | | Amy B. Wechsler, M.D. Bausch Health Companies Inc. | 54
| 2024 Proxy Statement |
58
TABLE OF CONTENTS 20222023 SUMMARY COMPENSATION TABLE The following table sets forth the annual and long-term compensation awarded to or paid to the NEOs for services rendered to Bausch Health in all capacities during the years ended December 31, 2023, 2022 2021 and 2020.2021. Thomas J. Appio
Chief Executive Officer
| | | 2022 | | | 1,000,000 | | | — | | | 4,690,507 | | | 3,748,138 | | | 798,000 | | | 2,934,816 | | | 13,171,461 | | | 2021 | | | 854,135 | | | — | | | 6,752,818 | | | 540,009 | | | 1,202,000 | | | 839,084 | | | 10,188,046 | | | 2020 | | | 775,000 | | | — | | | 1,131,025 | | | 540,362 | | | 558,000 | | | 824,000 | | | 3,828,387 | | Tom G. Vadaketh
Executive Vice President and Chief Financial Officer
| | | 2022 | | | 600,000 | | | 500,000 | | | 5,083,699 | | | 2,574,803 | �� | | 239,472 | | | 13,725 | | | 9,011,699 | | | | | | | | | | | | | | | | | | | | | | | | | | Seana Carson(6)
Executive Vice President and General Counsel
| | | 2022 | | | 506,590 | | | — | | | 2,667,605 | | | 824,586 | | | 202,190 | | | 11,724 | | | 4,212,695 | | | | | | | | | | | | | | | | | | | | | | | | | | Robert A. Spurr(7)
Former President US Pharmaceutical Business
| | | 2022 | | | 336,538 | | | — | | | 861,105 | | | 874,563 | | | — | | | 2,230,891 | | | 4,303,097 | | | 2021 | | | 636,154 | | | | | | 1,768,210 | | | 625,010 | | | 821,200 | | | 18,050 | | | 3,868,624 | | | | Joseph C. Papa(8)
Former Chief Executive Officer
| | | 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 | | | 2020 | | | 1,526,539 | | | — | | | 8,127,907 | | | 2,251,352 | | | 2,160,000 | | | 53,563 | | | 14,119,361 | | Sam A. Eldessouky(8)
Former Executive Vice President and Chief Financial Officer
| | | 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 | | | 2020 | | | 500,000 | | | — | | | 392,709 | | | 187,631 | | | 225,000 | | | 12,825 | | | 1,318,165 | | Christina M. Ackermann(8)
Former Executive Vice President and General
Counsel and Head of Commercial Operations
| | | 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 | | | 2020 | | | 743,654 | | | — | | | 1,692,387 | | | 540,362 | | | 540,000 | | | 24,625 | | | 3,541,028 | |
| Thomas J. Appio
Chief Executive Officer | | | 2023 | | | 1,169,231 | | | — | | | 13,133,812 | | | — | | | 1,545,000 | | | 30,535 | | | 15,878,578 | | | 2022 | | | 1,000,000 | | | — | | | 4,690,507 | | | 3,748,138 | | | 798,000 | | | 2,934,816 | | | 13,171,461 | | | 2021 | | | 854,135 | | | — | | | 6,752,818 | | | 540,009 | | | 1,202,000 | | | 839,084 | | | 10,188,046 | | | John S. Barresi
Senior Vice President, Controller, Chief Accounting Officer and Interim Chief Financial Officer
| | | 2023 | | | 465,577 | | | 50,000 | | | 500,773 | | | 106,224 | | | 266,377 | | | 14,850 | | | 1,403,801 | | | | | | | | | | | | | | | | | | | | | | | | | | | Seana Carson(7)
Executive Vice President and General Counsel
| | | 2023 | | | 527,624 | | | — | | | 1,885,259 | | | 399,910 | | | 333,341 | | | 11,683 | | | 3,157,817 | | | 2022 | | | 506,590 | | | — | | | 2,667,605 | | | 824,586 | | | 202,190 | | | 11,724 | | | 4,212,695 | | | Tom G. Vadaketh(8)
Former Executive Vice President and Chief Financial Officer
| | | 2023 | | | 514,904 | | | — | | | 2,827,878 | | | 599,872 | | | — | | | 25,850 | | | 3,968,504 | | | 2022 | | | 600,000 | | | 500,000 | | | 5,083,699 | | | 2,574,803 | | | 239,472 | | | 13,725 | | | 9,011,699 | |
(1)
| The Talent and Compensation Committee approved for Mr. Barresi to receive a bi-weekly stipend of $5,000 in addition to his regular base salary during the time he is serving as the Company’s interim CFO. |
(2)
| Represents a one-time sign-on cash retention bonus paid in 20222023 in connection with Mr. Vadaketh’s commencementBarresi’s appointment as interim Chief Financial Officer. If Mr. Barresi voluntarily resigns or is terminated for Cause (as defined in the Second Barresi offer letter) within 12 months of employment with BHC, as provided underreceiving the Vadaketh Agreement.payment he is required to reimburse the company the full amount on an after-tax basis. |
(2)(3)
| This column represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for all stock awards granted in 2022.2023. The grant date fair value shown here may differ from the approved value shown in the CD&A because of the accounting methodology required in this table. The grant date fair value forof the B+L Founder RSUs reflected in this column does not give effectPSUs granted to the separation-relatedNEOs during 2023 was calculated based on the probable outcome of the performance conditions applicableas of the grant date, consistent with the estimate of aggregate compensation cost to such awards. For addition details regardingbe recognized over the vestingservice 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 applicable to the B+L Founder RSUs, see page 50.will be achieved (200% of target levels), is $16,589,256 for Mr. Appio, $534,124 for Mr. Barresi, $2,010,816 for Ms. Carson and $3,016,212 for Mr. Vadaketh. Information regarding the assumptions used to value these awards is set forth in “Note 2 – Significant Accounting Policies” and “Note 13 – Share Based Compensation” to the audited consolidated financial statements included in BHC’s 2022the Company’s 2023 Annual Report on Form 10-K. The B+L TCC modified the vesting and settlement provisions of the B+L Founder RSUs held by the Former B+L NEOs during 2022 pursuant to the Papa Separation Agreement and A&R Papa Separation Agreement (in the case of Mr. Papa) and the B+L Retention Program (in the case of our other Former B+L NEOs), as described in more detail on pages 54 and 51, respectively. The B+L TCC also modified the provisions of the B+L Founder RSU held by Mr. Appio during 2022 to extend the requirement that the full distribution of B+L take place no later than December 31, 2023 (originally May 5, 2023). Unless otherwise determined by the B+L TCC, Mr. Appio’s RSUs forfeit if the full distribution of B+L does not take place on or before December 31, 2023. These foregoing modifications did not result in any incremental fair value associated with the awards. |
(3)(4)
| The amounts reflected in this column for 20222023 represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, using Black-Scholes, excluding the effect of estimated forfeitures for all Stock Option awards granted in 2022.2023. Information regarding the assumptions used to value these awards is set forth in “Note 2 – Significant Accounting Policies” and Note 13 – Share Based Compensation to the audited consolidated financial statements included in BHC’s 2022the Company’s 2023 Annual Report on Form 10-K. The vesting and exercise provisions of the B+L Founder Stock Options held by the Former B+L NEOs were modified during 2022 pursuant to the Papa Separation Agreement and A&R Papa Separation Agreement (in the case of Mr. Papa) and the B+L Retention Program (in the case of the other Former B+L NEOs), as described in more detail on pages 54 and 51, respectively. These modifications did not result in any incremental fair value associated with the awards. |
(4)(5)
| This column represents the NEO’s 2022 BHC2023 AIP payouts (forfor Messrs. Appio and VadakethBarresi and Ms. Carson) and the 2022 B+LCarson. Mr. Vadaketh was not eligible to receive a 2023 AIP payouts (for the Former B+L NEOs), as further described beginning on page 45 under “Components of Executive Compensation — Annual Incentive Program”.payout. For additional details regarding the 2022 BHC2023 AIP, see the section titled under “Key Components of Our Executive Compensation- Annual Incentive Program” beginning on page 4643 under “Components of Executive Compensation-Annual Incentive Program.”. |
TABLE OF CONTENTS
(5)(6)
| For 20222023 amounts in this column include: |
Appio | | | 13,725 | | | | | | | | | 1,909,046 | | | 1,012,045 | | | | | | | Vadaketh | | | 13,725 | | | | | | | | | | | | | | | | | | | Carson | | | 11,724 | | | | | | | | | | | | | | | | | | | Spurr | | | 13,725 | | | | | | | | | | | | | | | | | | 2,230,891 | Papa | | | 13,725 | | | 32,564 | | | | | | | | | | | | 7,480 | | | | Eldessouky | | | 13,725 | | | | | | | | | | | | | | | | | | | Ackermann | | | 13,725 | | | | | | 6,658 | | | | | | | | | | | | |
| Appio | | | 14,850 | | | 13,630 | | | 2,055 | | | — | | | Barresi | | | 14,850 | | | — | | | — | | | — | | | Carson | | | 11,683 | | | — | | | — | | | — | | | Vadaketh | | | 14,850 | | | — | | | — | | | 11,000 | |
(A)
| Amounts shown for Ms. Carson represent company contributions under the Canadian Retirement Savings Plan and amounts for all other NEOs represent company contributions to the Retirement Savings Plan. |
Bausch Health Companies Inc. | 55
| 2024 Proxy Statement |
TABLE OF CONTENTS (B)
| Amounts include the value of Mr. Papa’s personal use of the BHC aircraft prior to the B+L IPO and the B+L aircraft from the time of the B+L IPO through the end of the fiscal year (the aggregated incremental costs to BHC and B+L for providing this benefit calculated based on all variable costs for the year, including the mileage charge for the flight, the fuel and allocable maintenance charge for the flight, as well as the ground transportation charge, in accordance with company policy on aircraft use). There was no income tax gross-up related to the personal use of BHC or B+L aircraft and Mr. Papa is solely responsible for the income tax incurred. We did not include the incremental cost of any portion of our monthly aircraft management fee, which we would have paid regardless of the personal use or depreciation on the plane, which does not vary based on use. |
(C)
| Amounts represent the value of Ms. Ackermann’s personal use of BHC company vehicles prior to the B+L IPO and B+L company vehicles from the time of the B+L IPO through the end of the year. |
(D)
| Mr. Appio was previously on an expatriate assignment from New Jersey to China which ended on December 31, 2021; however, due to the continued COVID related lockdowns in China, BHCthe Company continued to maintain Mr. Appio’s residence in China and accordingly, Mr. Appio was liable for taxes in China.through February 2023. This amount represents the costs associated with maintaining Mr. Appio’s residence in China and the local taxes paidChina. The Company no longer maintains a residence for Mr. Appio in China. |
(E)(C)
| This amount represents the reimbursement related to the taxes on the imputed income from Mr. Appio’s Expat Program Benefits as provided for pursuant to BHC’sthe Company’s standard policy. |
(F)(D)
| Amounts reflect legal feesThis amount represents the value of the executive physical benefit provided to Mr. Papa in connection with the negotiation and execution of the Papa Separation Agreement.Company’s executives. |
(G)(7)
| Amounts represent severance received by Mr. Spurr in connection with his termination of employment by BHC without cause due to BHC’s elimination of the position of President, U.S. Businesses on June 1, 2022. For additional information, see the description of the Spurr Separation Agreement, set forth on page 54, and the “Potential Payments Upon Termination or Change in Control,” beginning on page 66. |
(6)
| Ms. Carson is paid in Canadian Dollars.Dollars (CAD). For purposes of this table, amounts have been converted from CAD to U.S. Dollars (USD) by using the exchange rate of .7618,0.74, which was the rate being used by the Company on December 31, 2022.2023. |
(7)(8)
| Mr. Spurr’s employment was terminated on June 10, 2022. |
(8)
| InVadaketh resigned from his position effective October 13, 2023 and did not receive any severance or other payments in connection with the B+L IPO, (i) Joseph C. Papa, our former Chairman of the Board and Chief Executive Officer, ceased serving in that role and became the Chairman and Chief Executive Officer of B+L, (ii) Sam A. Eldessouky, our former Executive Vice President and Chief Financial Officer, ceased serving in that role and became Executive Vice President and Chief Financial Officer of B+L, and (iii) Christina M. Ackermann, our former Executive Vice President, General Counsel and Head of Commercial Operations, ceased serving in that role and became Executive Vice President & General Counsel and President, Ophthalmic Pharmaceuticals of B+L.his resignation. |
60Bausch Health Companies Inc. | 56
| 2024 Proxy Statement |
TABLE OF CONTENTS 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, 2022.2023. Thomas J. Appio
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 BHC AIP | | | 2/14/2022 | | | 2/14/2022 | | | 0 | | | 1,200,000 | | | 2,400,000 | | | | | | | | | | | | | | | | | | | | | | 2022 BHC RSU | | | 3/2/2022 | | | 2/14/2022 | | | | | | | | | | | | | | | | | | | | | 152,690 | | | | | | | | | 3,690,517 | 2022 BHC Stock Options | | | 3/2/2022 | | | 2/14/2022 | | | | | | | | | | | | | | | | | | | | | | | | 565,330 | | | 24.17 | | | 3,748,138 | 2022 B+L Founder RSU | | | | | | | | | | | | | | | | | | | | | | | | | | | 55,555 | | | | | | | | | 999,990 | Tom G. Vadaketh
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 BHC AIP | | | 2/14/2022 | | | 2/14/2022 | | | 0 | | | 360,000 | | | 720,000 | | | | | | | | | | | | | | | | | | | | | | 2022 New Hire RSUs | | | 1/3/2022 | | | 10/20/2021 | | | | | | | | | | | | | | | | | | | | | 57,852 | | | | | | | | | 1,607,707 | 2022 New Hire Stock Options | | | 1/3/2022 | | | 10/20/2021 | | | | | | | | | | | | | | | | | | | | | | | | 227,669 | | | 23.16 | | | 1,500,339 | 2022 BHC RSU | | | 3/2/2022 | | | 2/14/2022 | | | | | | | | | | | | | | | | | | | | | 43,771 | | | | | | | | | 1,057,945 | 2022 BHC Stock Options | | | 3/2/2022 | | | 2/14/2022 | | | | | | | | | | | | | | | | | | | | | | | | 162,061 | | | 24.17 | | | 1,074,464 | 2022 BHC Retention RSU Grant | | | 9/5/2022 | | | 9/5/2022 | | | | | | | | | | | | | | | | | | | | | 374,891 | | | | | | | | | 2,418,047 | Seana Carson
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 BHC AIP | | | 2/14/2022 | | | 2/14/2022 | | | 0 | | | 303,954 | | | 607,908 | | | | | | | | | | | | | | | | | | | | | | 2022 BHC RSU | | | 3/2/2022 | | | 2/14/2022 | | | | | | | | | | | | | | | | | | | | | 33,591 | | | | | | | | | 811,895 | 2022 BHC Stock Options | | | 3/2/2022 | | | 2/14/2022 | | | | | | | | | | | | | | | | | | | | | | | | 124,372 | | | 24.17 | | | 824,586 | 2022 BHC Retention RSU Grant | | | 9/5/2022 | | | 9/5/2022 | | | | | | | | | | | | | | | | | | | | | 287,707 | | | | | | | | | 1,855,710 | Robert A. Spurr
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 BHC AIP | | | 2/14/2022 | | | 2/4/2022 | | | 0 | | | 560,000 | | | 1,120,000 | | | | | | | | | | | | | | | | | | | | | | 2022 BHC RSU | | | 3/2/2022 | | | 2/14/2022 | | | | | | | | | | | | | | | | | | | | | 35,627 | | | | | | | | | 861,105 | 2022 BHC Stock Options | | | 3/2/2022 | | | 2/14/2022 | | | | | | | | | | | | | | | | | | | | | | | | 131,910 | | | 24.17 | | | 874,563 | Joseph C. Papa
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 B+L AIP | | | 2/14/2022 | | | 2/14/2022 | | | 0 | | | 2,400,000 | | | 4,800,000 | | | | | | | | | | | | | | | | | | | | | | 2022 B+L Founder RSU | | | 5/5/2022 | | | 5/5/2022 | | | | | | | | | | | | | | | | | | | | | 472,222 | | | | | | | | | 8,499,996 | 2022 B+L Founder Stock Options | | | 5/5/2022 | | | 5/5/2022 | | | | | | | | | | | | | | | | | | | | | | | | 1,868,131 | | | 18.00 | | | 8,499,996 | Sam A. Eldessouky
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 B+L AIP | | | 2/14/2022 | | | 2/14/2022 | | | 0 | | | 560,000 | | | 1,120,000 | | | | | | | | | | | | | | | | | | | | | | 2022 B+L Founder RSU | | | 5/5/2022 | | | 5/5/2022 | | | | | | | | | | | | | | | | | | | | | 125,000 | | | | | | | | | 2,250,000 | 2022 B+L Founder Stock Options | | | 5/5/2022 | | | 5/5/2022 | | | | | | | | | | | | | | | | | | | | | | | | 494,505 | | | 18.00 | | | 2,249,998 | 2022 B+L Retention RSU Grant | | | 7/25/2022 | | | 7/25/2022 | | | | | | | | | | | | | | | | | | | | | 35,000 | | | | | | | | | 563,150 | Christina M. Ackermann
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 B+L AIP | | | 2/14/2022 | | | 2/14/2022 | | | 0 | | | 600,000 | | | 1,200,000 | | | | | | | | | | | | | | | | | | | | | | 2022 Founder RSU | | | 5/5/2022 | | | 5/5/2022 | | | | | | | | | | | | | | | | | | | | | 83,333 | | | | | | | | | 1,499,994 | 2022 B+L Founder Stock Options | | | 5/5/2022 | | | 5/5/2022 | | | | | | | | | | | | | | | | | | | | | | | | 329,670 | | | 18.00 | | | 1,499,999 | 2022 B+L Retention RSU Grant | | | 7/25/2022 | | | 7/25/2022 | | | | | | | | | | | | | | | | | | | | | 35,000 | | | | | | | | | 563,150 |
TABLE OF CONTENTS
| Thomas J. Appio | | | 2023 AIP | | | 2/9/2023 | | | 2/9/2023 | | | 0 | | | 1,500,000 | | | 3,000,000 | | | | | | | | | | | | | | | | | | | | | | | | 2023 RSU | | | 3/2/2023 | | | 2/9/2023 | | | | | | | | | | | | | | | | | | | | | 523,155 | | | | | | | | | 4,839,184 | | | 2023 PSU | | | 3/2/2023 | | | 2/9/2023 | | | | | | | | | | | | 294,275 | | | 784,733 | | | 1,569,466 | | | | | | | | | | | | 8,294,628 | | | John S. Barresi
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2023 AIP | | | 2/9/2023 | | | 2/9/2023 | | | 0 | | | 235,107 | | | 470,214 | | | | | | | | | | | | | | | | | | | | | | | | 2023 RSU | | | 3/2/2023 | | | 2/9/2023 | | | | | | | | | | | | | | | | | | | | | 25,266 | | | | | | | | | 233,711 | | | 2023 PSU | | | 3/2/2023 | | | 2/9/2023 | | | | | | | | | | | | 9,475 | | | 25,266 | | | 50,532 | | | | | | | | | | | | 267,062 | | | 2023 Stock Options | | | 3/2/2023 | | | 2/9/2023 | | | | | | | | | | | | | | | | | | | | | | | | 21,812 | | | 9.25 | | | 106,224 | | | Seana Carson
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2023 AIP | | | 2/9/2023 | | | 2/9/2023 | | | 0 | | | 323,632 | | | 647,264 | | | | | | | | | | | | | | | | | | | | | | | | 2023 RSU | | | 3/2/2023 | | | 2/9/2023 | | | | | | | | | | | | | | | | | | | | | 95,119 | | | | | | | | | 879,851 | | | 2023 PSU | | | 3/2/2023 | | | 2/9/2023 | | | | | | | | | | | | 35,670 | | | 95,119 | | | 190,238 | | | | | | | | | | | | 1,005,408 | | | 2023 Stock Options | | | 3/2/2023 | | | 2/9/2023 | | | | | | | | | | | | | | | | | | | | | | | | 82,117 | | | 9.25 | | | 399,910 | | | Tom G. Vadaketh
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2023 AIP | | | 2/9/2023 | | | 2/9/2023 | | | 0 | | | 405,000 | | | 810,000 | | | | | | | | | | | | | | | | | | | | | | | | 2023 RSU | | | 3/2/2023 | | | 2/9/2023 | | | | | | | | | | | | | | | | | | | | | 142,678 | | | | | | | | | 1,319,772 | | | 2023 PSU | | | 3/2/2023 | | | 2/9/2023 | | | | | | | | | | | | 53,504 | | | 142,678 | | | 285,356 | | | | | | | | | | | | 1,508,106 | | | 2023 Stock Options | | | 3/2/2023 | | | 2/9/2023 | | | | | | | | | | | | | | | | | | | | | | | | 123,177 | | | 9.25 | | | 599,872 | |
(1)
| The 2022 BHC2023 AIP and the 2022 B+L AIP representrepresents the threshold, target, and maximum awards provided for under the applicable annual incentive programs.2023 AIP. Mr. Vadaketh was not eligible for a payout under the 2023 AIP. The actual amount paid for 20222023 is included in the Summary Compensation Table on page 5955 under the column titled “Non-Equity Incentive Plan Compensation.” |
(2)
| (2)Amounts shown are the threshold, target and maximum number of units that can be distributed under the 2023 PSUs awarded, based on the extent to which the financial metrics (Adjusted Operating Cash Flow and rTSR) are achieved under these awards as further described in the section titled “2023 PSUs” beginning on page 48. Earned PSUs, if any, can range from 0% to 200% of target. |
(3)
| This column shows the number of RSUs granted in 2022.2023. The 2022 BHC2023 RSUs the 2022 BHC Retention RSU Grant, Mr. Vadaketh’s New Hire RSU grant and the B+L Retention RSU Grant all vest in three equal installments on the first, second and third anniversaries of the grant date assuming continued employment through the applicable vesting dates. The B+L Founder RSUs vest 50% each on the second and third anniversary of the grant date or, if later, the earlier of the full separation from BHC or a change in control of B+L subject to the applicable NEO’s continued employment through the applicable vesting dates. |
(3)(4)
| This column shows the number of Stock Options granted in 2022.2023. The 2022 BHC Stock Options, Mr. Vadaketh’s New Hire Options and the B+L Founder2023 Stock Options vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. Each Stock Option will remain exercisable until the ten-year anniversary of the grant date. The aggregate number of Stock Options granted by BHC in 20222023 expressed as a percentage of the total issued and outstanding shares of BHC as of December 31, 20222023 (otherwise known as the “burn rate”) was .71%0.27%. |
(4)(5)
| The exercise price of the 2022 BHC Stock Options and Mr. Vadaketh’s New Hire2023 Stock Options is the closing price of the Common Shares on the grant date. The exercise price of the B+L Founder Stock Options is the IPO price of B+L’s common shares. |
(5)(6)
| ThisThe amounts reflected in this column showsrepresent the aggregate grant date fair value of eachthe Company equity awardawards granted to the NEOs in 2023, computed in accordance with FASB ASC Topic 718. The grant date fair value718 (excluding the effect of theestimated 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. |
62Bausch Health Companies Inc. | 57
| 2024 Proxy Statement |
TABLE OF CONTENTS Outstanding Equity Awards at Fiscal Year-End The following table provides information on outstanding BHC and B+L Equity Awards held by the NEOs as of December 30, 2022.31, 2023. The market value of the equity awards, other than for Mr. Appio’s May 5, 2022 B+L Founders’ RSU, is based on the closing market prices on December 30, 2022, which was $6.28 forprice of our Common Shares and $15.51on December 29, 2023 which was $8.02. The market value for Mr. Appio’s B+L. L Founders’ RSU is based on the closing price of B+L’s Common Shares on December 29, 2023 which was $17.06.
Thomas J. Appio
| | | BHC
| | | 8/9/2013
| | | 22,350(1)
| | | | | | 101.68
| | | 8/9/2023
| | | | | | | | | | | | | | BHCThomas J. Appio
| | | 3/1/2017 | | | 30,174(1) | | | | | | 14.38 | | | 3/1/2027 | | | | | | | | | | | | | | | | | BHC
| | | 3/7/2018 | | | 65,923(1) | | | | | | 15.32 | | | 3/7/2028 | | | | | | | | | | | | | | BHC
| | | 2/27/2019 | | | 62,004(1) | | | | | | 23.16 | | | 2/27/2029 | | | | | | | | | | | | | | BHC
| | | 2/26/2020 | | | 54,58281,873(1)
| | | 27,291(1)
| | | 24.77 | | | 2/26/2030 | | | | | | | | | | | | | | | BHC3/3/2021
| | | 31,434(1) | | | 15,717(1) | | | 32.56 | | | 3/3/2031 | | | | | | | | | | | | | | | 3/3/2021 | | | | | | | | | | | | | | | 4,944(2) | | | 39,651 | | | | | | | | | 3/3/2021 | | | | | | | | | | | | | | | 5,932(2) | | | 47,575 | | | | | | | | | 9/1/2021 | | | | | | | | | | | | | | | 30,087(2) | | | 241,298 | | | | | | | | | 3/2/26/20202022 | | | 188,443(1) | | | 376,887(1) | | | 24.17 | | | 3/2/2032 | | | | | | | | | | | | | | | 3/2/2022 | | | | | | | | | | | | | | | 101,794(2) | | | 816,388 | | | | | | | | | 5/5/2022 | | | | | | | | | | | | | | | 55,555(3) | | | 947,768 | | | | | | | | | 3/2/2023 | | | | | | | | | | | | | | | 6,483523,155(2)
| | | 40,7134,195,703
| | | | | | | | BHC
| | | 2/26/2020
| | | | | | | | | | | | | | | 12,447(3)
| | | 78,167
| | | | | | | | BHC
| | | 3/3/2021 | | | 15,717(1)
| | | 31,434(1)
| | | 32.56
| | | 3/3/20312/2023
| | | | | | | | | | | | | | | | | | | | | 865,822(4) | | | 6,943,892 | | | BHCJohn S. Barresi
| | | 6/20/2022 | | | | | | | | | | | | | | | 11,266(2) | | | 90,353 | | | | | | | | | 9/5/2022 | | | | | | | | | | | | | | | 23,249(2) | | | 186,457 | | | | | | | | | 3/2/2023 | | | | | | 21,812(1) | | | 9.25 | | | 3/3/20212/2033 | | | | | | | | | | | | | | | 3/2/2023 | | | | | | | | | | | | | | | 12,69425,266(3)(2)
| | | 79,718202,633
| | | | | | | | | BHC3/2/2023
| | | 3/3/2021
| | | | | | | | | | | | | | | | | | 6,88127,877(3)(4)
| | | 43,213223,574
| | | Seana Carson | | | 6/9/2016 | | | 3,996(1) | | | | | | 23.92 | | | 6/9/2026 | | | | | | | | | | | | | | | 2/27/2019 | | | 4,246(1) | | | | | | 23.16 | | | 2/27/2029 | | | | | | | | | | | | | | | 2/26/2020 | | | 18,115(1) | | | | | | 24.77 | | | 2/26/2030 | | | | | | | | | | | | | | | 3/3/2021 | | | 7,573(1) | | | 3,787(1) | | | 32.56 | | | 3/3/2031 | | | | | | | | | | | | | | | 3/3/2021 | | | | | | | | | | | | | | | 953(2) | | | 7,643 | | | | | | | | | 3/3/2021 | | | | | | | | | | | | | | | 1,429(2) | | | 11,461 | | | | | | | | | 12/1/2021 | | | | | | | | | | | | | | | 3,159(2) | | | 25,335 | | | | | | | | | 3/2/2022 | | | 41,457(1) | | | 82,915(1) | | | 24.17 | | | 3/2/2032 | | | | | | | | | | | | | | | 3/2/2022 | | | | | | | | | | | | | | | 22,394(2) | | | 179,600 | | | | | | | | | 9/5/2022 | | | | | | | | | | | | | | | 191,805(2) | | | 1,538,276 | | | | | | | | | 3/2/2023 | | | | | | 82,117(1) | | | 9.25 | | | 3/2/2033 | | | | | | | | | BHC
| | | 3/3/2021
| | | | | | | | | | | | | | | 11,864(2)
| | | 74,506
| | | | | | | | BHC
| | | 3/3/20212/2023 | | | | | | | | | | | | | | | 9,88795,119(2)
| | | 62,090762,854
| | | | | | | | BHC
| | | 9/1/2021
| | | | | | | | | | | | | | | | | | | | | 45,130(4)
| | | 283,416
| | BHC
| | | 9/1/20213/2/2023
| | | | | | | | | | | | | | | 60,174(2)
| | | 377,893
| | | | | | | | BHC
| | | 3/2/2022
| | | 0104,948(1)(4)
| | | 565,330(1)841,683
| | | 24.17
| | | 3/2/2032
| | | | | | | | | | | | | | BHC
| | | 3/2/2022
| | | | | | | | | | | | | | | 152,690(2)
| | | 958,893
| | | | | | | | B+L
| | | 5/5/2022
| | | | | | | | | | | | | | | 55,555
| | | 861,658(5)
| | | | | | | Tom G. Vadaketh | | | BHC
| | | 1/3/2022
| | | | | | | | | | | | | | | 57,852(2)(5)
| | | 363,311
| | | | | | | | BHC
| | | 2/24/2022 | | | 075,889(1)
| | | 227,669(1)
| | | 23.16 | | | 2/24/2032 | | | | | | | | | | | | | | BHC
| | | 3/2/2022 | | | 054,020(1)
| | | 162,061(1)
| | | 24.17
| | | 3/2/2032
| | | | | | | | | | | | | | BHC
| | | 3/2/2022
| | | | | | | | | | | | | | | 43,771(2)
| | | 274,882
| | | | | | | | BHC
| | | 9/5/2022
| | | | | | | | | | | | | | | 374,891(2)
| | | 2,354,315
| | | | | | | Seana Carson
| | | BHC
| | | 11/11/2013
| | | 21,492(1)
| | | | | | 105.44
| | | 11/11/2023
| | | | | | | | | | | | | | BHC
| | | 6/9/2016
| | | 3,996(1)
| | | | | | 23.92
| | | 6/9/2026
| | | | | | | | | | | | | | BHC
| | | 2/27/2019
| | | 4,246(1)
| | | | | | 23.16
| | | 2/27/2029
| | | | | | | | | | | | | | BHC
| | | 2/26/2020
| | | 12,076(1)
| | | 6,039(1)
| | | 24.77
| | | 2/26/2030
| | | | | | | | | | | | | | BHC
| | | 2/26/2020
| | | | | | | | | | | | | | | 1,434(2)
| | | 9,006
| | | | | | | | BHC
| | | 2/26/2020
| | | | | | | | | | | | | | | 2,752(3)
| | | 17,283
| | | | | | | | BHC
| | | 3/3/2021
| | | 3,786(1)
| | | 7,574(1)
| | | 32.56
| | | 3/3/2031
| | | | | | | | | | | | | | BHC
| | | 3/3/2021
| | | | | | | | | | | | | | | 3,058(3)
| | | 19,204
| | | | | | | | BHC
| | | 3/3/2021
| | | | | | | | | | | | | | | 1,657(3)
| | | 10,406
| | | | | | | | BHC
| | | 3/3/2021
| | | | | | | | | | | | | | | 2,858(2)
| | | 17,948
| | | | | | | | BHC
| | | 3/3/2021
| | | | | | | | | | | | | | | 1,906(2)
| | | 11,970
| | | | | | | | BHC
| | | 11/3/2021
| | | | | | | | | | | | | | | 623(2)
| | | 3,912
| | | | | | | | BHC
| | | 12/1/2021
| | | | | | | | | | | | | | | 6,317(2)
| | | 39,671
| | | | | | | | BHC
| | | 3/2/2022
| | | 0(1)
| | | 124,372(1)
| | | 24.17 | | | 3/2/2032 | | | | | | | | | | | | | | BHC
| | | 3/2/2022
| | | | | | | | | | | | | | | 33,591(2)
| | | 210,951
| | | | | | | | BHC
| | | 9/5/2022
| | | | | | | | | | | | | | | 287,707(2)
| | | 1,806,800
| | | | | | |
TABLE OF CONTENTS
Joseph C. Papa | | | BHC | | | 6/9/2016 | | | 682,652(1) | | | — | | | 23.92 | | | 5/2/2026 | | | | | | | | | | | | | | BHC | | | 3/7/2018 | | | 338,058(1) | | | — | | | 15.32 | | | 3/7/2028 | | | | | | | | | | | | | | BHC | | | 2/27/2019 | | | 236,183(1) | | | — | | | 23.16 | | | 2/27/2029 | | | | | | | | | | | | | | BHC | | | 2/26/2020 | | | 227,409(1) | | | 113,705(1) | | | 24.77 | | | 2/26/2030 | | | | | | | | | | | | | | BHC | | | 2/26/2020 | | | | | | | | | | | | | | | 27,014(2) | | | 169,648 | | | | | | | | BHC | | | 2/26/2020 | | | | | | | | | | | | | | | 116,697(3) | | | 732,857 | | | | | | | | BHC | | | 3/3/2021 | | | 65,488(1) | | | 130,796(1) | | | 32.56 | | | 3/3/2031 | | | | | | | | | | | | | | BHC | | | 3/3/2021 | | | | | | | | | | | | | | | 49,434(2) | | | 310,446 | | | | | | | | BHC | | | 3/3/2021 | | | | | | | | | | | | | | | 119,011(3) | | | 747,389 | | | | | | | | BHC | | | 3/3/2021 | | | | | | | | | | | | | | | 64,511(3) | | | 405,129 | | | | | | | | BHC | | | 3/3/2021 | | | | | | | | | | | | | | | | | | | | | 65,912(6) | | | 413,927 | | B+L | | | 5/5/2022 | | | | | | | | | | | | | | | 472,222(5) | | | 7,324,163 | | | | | | | | B+L | | | 5/5/2022 | | | (7) | | | 1,868,131(7) | | | 18.00 | | | 5/5/2032 | | | | | | | | | | | | | Sam A. Eldessouky | | | BHC | | | 3/1/2017 | | | 31,430(1) | | | — | | | 14.38 | | | 3/1/2027 | | | | | | | | | | | | | | BHC | | | 3/7/2018 | | | 31,697(1) | | | — | | | 15.32 | | | 3/7/2028 | | | | | | | | | | | | | | BHC | | | 2/27/2019 | | | 22,149(1) | | | — | | | 23.16 | | | 2/27/2029 | | | | | | | | | | | | | | BHC | | | 2/26/2020 | | | 18,952(1) | | | 9,477(1) | | | 24.77 | | | 2/26/2030 | | | | | | | | | | | | | | BHC | | | 2/26/2020 | | | | | | | | | | | | | | | 2,251(2) | | | 14,136 | | | | | | | | BHC | | | 2/26/2020 | | | | | | | | | | | | | | | 4,321(3) | | | 27,136 | | | | | | | | BHC | | | 3/3/2021 | | | 5,458(1) | | | 10,916(1) | | | 32.56 | | | 3/3/2031 | | | | | | | | | | | | | | BHC | | | 3/3/2021 | | | | | | | | | | | | | | | 4,120(2) | | | 25,874 | | | | | | | | BHC | | | 3/3/2021 | | | | | | | | | | | | | | | 2,746(2) | | | 17,245 | | | | | | | | BHC | | | 3/3/2021 | | | | | | | | | | | | | | | 4,407(3) | | | 27,676 | | | | | | | | BHC | | | 3/3/2021 | | | | | | | | | | | | | | | 2,389(3) | | | 15,003 | | | | | | | | BHC | | | 6/1/2021 | | | 40,809(1) | | | 81,618(1) | | | 32.03 | | | 6/1/2031 | | | | | | | | | | | | | | BHC | | | 6/1/2021 | | | | | | | | | | | | | | | 22,449(2) | | | 140,980 | | | | | | | | B+L | | | 5/5/2022 | | | (7) | | | 494,505(7) | | | 18.00 | | | 5/5/2032 | | | | | | | | | | | | | | B+L | | | 5/5/2022 | | | | | | | | | | | | | | | 125,000(5) | | | 1,938,750 | | | | | | | | B+L | | | 7/25/2022 | | | | | | | | | | | | | | | 35,000(8) | | | 542,850 | | | | | | | Christina M. Ackermann | | | BHC | | | 8/10/2016 | | | 39,469(1) | | | — | | | 27.32 | | | 8/10/2026 | | | | | | | | | | | | | | BHC | | | 2/27/2019 | | | 62,004(1) | | | — | | | 23.16 | | | 2/27/2029 | | | | | | | | | | | | | | BHC | | | 2/26/2020 | | | 54,582(1) | | | 27,291 | | | 24.77 | | | 2/26/2030 | | | | | | | | | | | | | | BHC | | | 2/26/2020 | | | | | | | | | | | | | | | 6,483(2) | | | 40,713 | | | | | | | | BHC | | | 2/26/2020 | | | | | | | | | | | | | | | 12,447(3) | | | 78,167 | | | | | | | | BHC | | | 3/10/2020 | | | | | | | | | | | | | | | 1,464(2) | | | 9,194 | | | | | | | | BHC | | | 8/28/2020 | | | | | | | | | | | | | | | 9,391(2) | | | 58,975 | | | | | | | | BHC | | | 3/3/2021 | | | 17,464(1) | | | 34,928(1) | | | 32.56 | | | 3/3/2031 | | | | | | | | | | | | | | BHC | | | 3/3/2021 | | | | | | | | | | | | | | | 13,182(2) | | | 82,783 | | | | | | | | BHC | | | 3/3/2021 | | | | | | | | | | | | | | | 10,985(2) | | | 68,986 | | | | | | | | BHC | | | 3/3/2021 | | | | | | | | | | | | | | | 14,104(3) | | | 88,573 | | | | | | | | BHC | | | 3/3/2021 | | | | | | | | | | | | | | | 7,645(3) | | | 48,011 | | | | | | | | B+L | | | 5/5/2022 | | | (7) | | | 329,670(7) | | | 18.00 | | | 5/5/2032 | | | | | | | | | | | | | | B+L | | | 5/5/2022 | | | | | | | | | | | | | | | 83,333(5) | | | 1,292,495 | | | | | | | | B+L | | | 7/25/2022 | | | | | | | | | | | | | | | 35,000(8) | | | 542,850 | | | | | | |
(1)
| BHC Stock Options vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. Each Stock Option will remain exercisable until the ten-year anniversary of the grant date. |
(2)Bausch Health Companies Inc.
| 58
| BHC 2024 Proxy Statement |
TABLE OF CONTENTS (2)
| RSUs vest in three equal installments on the first, second and third anniversaries of the grant date assuming continued employment through the applicable vesting date. |
(3)
| The amount reported reflects outstanding BHC PSUs granted in 2020 and 2021. In connection with theThis B+L IPO, the Talent and Compensation Committee determined to adjust the terms of the PSUs granted in 2020 to provide that ROTC performance in respect of the 2022 performance period will be deemed to be achieved at target as of the completion of the B+L IPO. In connection with this offering, the BHC Talent Compensation Committee determined to adjust the terms of the PSUs granted in 2021 to provide that ROTC performance in respect of the 2022 performance period and the 2023 performance period will be deemed to be achieved at target as of the completion of the B+L IPO. Further, in connection with the B+L IPO, the BHC Talent and Compensation Committee determined to adjust the terms |
TABLE OF CONTENTS
of the PSUs granted in each of 2020 and 2021 to provide that the last day of the TSR performance period applicable to such PSUs will be the date of the completion of the B+L IPO, with actual achievement of the TSR performance metrics measured by the Talent and Compensation Committee through such date. The 2020 and 2021 PSUs have since been distributed on February 27, 2023, and March 3, 2023, respectively.
(4)
| The amount reported is the threshold number of shares; the actual amount earned will be determined upon the earlier of (i) the second anniversary of the grant date or (ii) full separation of B+L from BHC. The amount of shares that can be earned under the award is based on the value equal to the sum of (x) the average closing price of the Common Shares for the 20 trading days preceding (and not including) the performance measurement date plus (y) the aggregate value of any dividends paid or declared on such Common Shares (excluding the distribution of common shares of B+L) over the performance period (the “Adjusted Share Price”). If the Adjusted Share Price equals or exceeds $27.70, 50% of target shares delivered; if the Adjusted Share Price equals or exceeds $30.47, 100% of target shares delivered; if the Adjusted Share Price equals or exceeds $31.86, 150% of target shares delivered; and if the Adjusted Share Price equals or exceeds $33.24, 200% of target shares delivered. |
(5)
| The B+L Founder RSUsFounders’ RSU will vest 50% on each of the second and third anniversaries of the grant date or, if later, the earlier of the full separation of B+L, or a change in control of B+L, subject to the NEO’sMr. Appio’s continued employment through the applicable closing date of the change in control.employment. |
(6)(4)
| The BHC Separation PSUs granted in 2023 are shown atearned and vest based on (i) the target number of shares. These BHC Separation PSUs will be earned upon the consummationaverage annual achievement of the spin-off distribution of B+LAdjusted Operating Cash Flow performance goal measured over three individual one-year periods, from BHC. The number of PSUs that may be achieved is capped at 100%. The Separation PSUs will generally vest2023 through 2025 and then averaged together, and (ii) an rTSR modifier determined based on the date the performance metric is achieved (or otherwise certified by BHC’s Talent and Compensation Committee, if applicable). Under the Papa Separation Agreement, these Separation PSUs will fully vest in accordance with the treatmentCompany’s TSR relative to that of the grant termsTSR Peer Group over the cumulative three-year period 2023 through 2025. The amounts included in the table above reflect (a) the actual level of achievement of the Adjusted Operating Cash Flow performance goal for a termination by B+L without causethe first measurement period (2023) applicable to these PSUs and have since been distributed on March 6, 2023.(b) assumed target achievement of the Adjusted Operating Cash Flow performance goal and the rTSR modifier goal for the remaining performance periods. |
(7)(5)
| The B+L FounderUpon Mr. Vadaketh’s termination on October 13, 2023, all of his unvested Stock Options will vest ratably onwere cancelled. The amount reported represents the first three anniversariesportion of the grant date, or, if later, upon the full separation of B+L from BHC or a change in control of B+L, subject to continued employment through the applicable vesting date. The B+L Founderhis Stock Options will remain exercisable untilthat were vested at the ten-year anniversarytime of the grant date. |
(8)
| his termination. Pursuant to his Stock Option award agreements, any vested Stock Options that were not exercised within three months of Mr. Vadaketh’s termination would expire and cancel on January 13, 2024. The B+L RetentionStock Options reported expired and were cancelled on January 13, 2024. Mr. Vadaketh’s PSU and RSU Grants vestgrants were forfeited in three equal installments on the first, second and third anniversaries of the grant date, assuming continued employmentconnection with B+L through each applicable date.his departure. |
Option Exercises and Stock Vested The following table provides information regarding option exercises by the NEOs during 2022,2023, and Common Shares of BHC acquired on the vesting of RSUs held by the NEOs during 2022.2023. Thomas J. Appio | | | — | | | — | | | 78,840 | | | 1,377,379 | Tom G. Vadaketh | | | — | | | — | | | — | | | — | Seana Carson | | | — | | | — | | | 14,042 | | | 276,428 | Robert A. Spurr | | | — | | | — | | | 52,356 | | | 947,325 | Joseph C. Papa | | | — | | | — | | | 370,015 | | | 7,882,966 | Sam A. Eldessouky | | | — | | | — | | | 28,118 | | | 516,243 | Christina M. Ackermann | | | | | | | | | 60,815 | | | 1,289,279 |
| Thomas J. Appio | | | — | | | — | | | 130,363 | | | 1,185,406 | | | John S. Barresi | | | — | | | — | | | 17,256 | | | 138,737 | | | Seana Carson | | | — | | | — | | | 122,163 | | | 1,037,381 | | | Tom G. Vadaketh | | | — | | | — | | | 158,837 | | | 1,299,502 | |
(1)
| The amounts reflected in this column represent the market value of the underlying Common Shares as of the vesting date. |
65Bausch Health Companies Inc. | 59
| 2024 Proxy Statement |
TABLE OF CONTENTS POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table sets forth the expected benefits to be received by each of our NEOs in each of the following termination scenarios (except for Mr. Spurr,Vadaketh, who experienced a termination of employment on June 10, 2022)October 13, 2023 and was not eligible to receive severance). This table assumes a termination date of December 31, 2022.2023. The value attributed to equity awards is based on the closing market pricesprice on December 30, 2022,29, 2023, which was $6.28 for of our Common Shares and $15.51 for B+L. With respect to a termination of employment without “cause” or a resignation for “good reason,” the receipt of benefits is generally subject to executing and not revoking a release of claims. Other relevant assumptions and explanations are set forth in the footnotes following the table. Thomas J. Appio
| | | | | | | | | | | | | Cash(1) | | | 5,448,000 | | | 5,600,000 | | | — | | | — | BHC RSUs(2) | | | 555,202 | | | 1,514,095 | | | 1,514,095 | | | 555,202 | BHC PSUs(3)(4) | | | 254,426 | | | 254,426 | | | 254,426 | | | 254,426 | BHC Stock Options(5) | | | — | | | — | | | — | | | — | B+L RSUs(6) | | | — | | | 861,658 | | | 861,658 | | | — | Other Benefits(1) | | | 22,801 | | | 22,801 | | | — | | | — | Total Estimated Incremental Value | | | 6,280,429 | | | 8,252,980 | | | 2,630,179 | | | 809,628 | | | | | | | | | | | | | | Tom G. Vadaketh
| | | | | | | | | | | | | Cash(7) | | | 1,679,472 | | | 2,280,000 | | | 360,000 | | | — | BHC RSUs(2) | | | — | | | 2,992,508 | | | 2,992,508 | | | — | BHC Stock Options(5) | | | — | | | — | | | — | | | — | Other Benefits(7) | | | 22,920 | | | 22,920 | | | — | | | — | Total Estimated Incremental Value | | | 1,702,392 | | | 5,295,428 | | | 3,352,508 | | | — | | | | | | | | | | | | | | Seana Carson
| | | | | | | | | | | | | Cash(8) | | | 1,468,006 | | | 1,925,042 | | | — | | | — | BHC RSUs(2) | | | 36,317 | | | 2,100,258 | | | 2,100,258 | | | — | BHC PSUs(3) | | | 37,014 | | | 37,014 | | | 37,014 | | | | BHC Stock Options(5) | | | — | | | — | | | — | | | — | Other Benefits(8) | | | 3,782 | | | 3,782 | | | — | | | — | Total Estimated Incremental Value | | | 1,545,119 | | | 4,066,096 | | | 2,137,272 | | | — | | | | | | | | | | | | | | Joseph C. Papa
| | | | | | | | | | | | | Cash(9) | | | 10,328,000 | | | 10,328,000 | | | 1,128,000 | | | — | B+L RSUs(10) | | | 4,894,832 | | | 7,324,163 | | | 7,324,163 | | | — | B+L Stock Options(10) | | | — | | | — | | | — | | | — | BHC RSUs(11) | | | 1,914,779 | | | 1,914,779 | | | 1,500,851 | | | 1,500,851 | BHC PSUs(11) | | | 480,093 | | | 480,093 | | | 480,093 | | | 480,093 | BHC Stock Options(11) | | | — | | | — | | | — | | | — | Other Benefits(12) | | | 37,763 | | | 37,763 | | | — | | | — | Total Estimated Incremental Value
| | | 17,655,467 | | | 20,084,798 | | | 10,433,107 | | | 1,980,944 | | | | | | | | | | | | | | Sam A. Eldessouky
| | | | | | | | | | | | | Cash(13) | | | 3,145,200 | | | 3,330,000 | | | — | | | — | B+L RSUs(14) | | | 967,394 | | | 2,481,600 | | | 2,481,600 | | | — | B+L Stock Options(14) | | | — | | | — | | | — | | | — | BHC RSUs(15) | | | 129,993 | | | 198,234 | | | 198,234 | | | — | BHC PSUs(15) | | | 55,575 | | | 55,575 | | | 55,575 | | | | BHC Stock Options(15) | | | — | | | — | | | — | | | — | Other Benefits(16) | | | 42,775 | | | 42,775 | | | — | | | — | Total Estimated Incremental Value | | | 4,340,937 | | | 6,108,184 | | | 2,735,409 | | | — | | | | | | | | | | | | | | Christina M. Ackermann
| | | | | | | | | | | | | Cash(13) | | | 3,352,000 | | | 3,550,000 | | | — | | | — | B+L RSUs(14) | | | 825,878 | | | 1,835,345 | | | 1,835,345 | | | — |
$8.02.TABLE OF CONTENTS
B+L Stock Options(14) | | | — | | | — | | | — | | | — | BHC RSUs(15) | | | 187,997 | | | 260,651 | | | 260,651 | | | — | BHC PSUs(15) | | | 169,181 | | | 169,181 | | | 169,181 | | | | BHC Stock Options(15) | | | — | | | — | | | — | | | — | Other Benefits(16) | | | 48,110 | | | 48,110 | | | — | | | — | Total Estimated Incremental Value | | | 4,583,166 | | | 5,863,287 | | | 2,265,177 | | | — |
| Thomas J. Appio
| | | | | | | | | | | | | | | Cash(1) | | | 7,150,000 | | | 7,150,000 | | | — | | | — | | | RSUs(2) | | | 832,352 | | | 5,340,615 | | | 5,340,615 | | | 1,144,912 | | | PSUs(3) | | | — | | | 2,092,105 | | | 2,308,289 | | | — | | | Stock Options(4) | | | — | | | — | | | — | | | — | | | B+L Founder’s RSU(5) | | | 523,175 | | | 947,768 | | | 947,768 | | | — | | | Other Benefits(1) | | | 25,412 | | | 25,412 | | | — | | | — | | | Total Estimated Incremental Value | | | 8,530,939 | | | 15,555,900 | | | 8,596,672 | | | 1,144,912 | | | John S. Barresi | | | | | | | | | | | | | | | Cash(6) | | | 1,280,337 | | | 1,629,520 | | | — | | | — | | | RSUs(7) | | | 107,792 | | | 479,443 | | | 479,443 | | | — | | | PSUs(8) | | | — | | | — | | | 74,320 | | | — | | | Stock Options(9) | | | — | | | — | | | — | | | — | | | Other Benefits(6) | | | 37,016 | | | 37,016 | | | — | | | — | | | Total Estimated Incremental Value | | | 1,425,145 | | | 2,145,979 | | | 553,763 | | | — | | | Seana Carson
| | | | | | | | | | | | | | | Cash(10) | | | 1,668,159 | | | 2,099,668 | | | — | | | — | | | RSUs(2) | | | 660,617 | | | 2,525,169 | | | 2,525,169 | | | — | | | PSUs(3) | | | — | | | 253,588 | | | 279,792 | | | — | | | Stock Options(4) | | | — | | | — | | | — | | | — | | | Other Benefits(10) | | | 4,078 | | | 4,078 | | | — | | | — | | | Total Estimated Incremental Value | | | 2,332,854 | | | 4,882,503 | | | 2,804,961 | | | — | |
(1)
| If Mr. Appio’s employment is terminated by us without “cause”, or by Mr. Appio for “good reason” (in each case as defined in the Appio Agreement), including within 12 months of a change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), or upon the expiration of his employment term, Mr. Appio will be entitled to receive a cash severance payment equal to the sum of two times the sum of his annual base salary and annual target incentive payable in a lump sum, and a prorated annual incentive for the year of termination equal to the lesser of the annual incentive based on our actual performance and annual target incentive, provided that if such termination occurs in contemplation of a change in control or within twelve months following a change in control then the amount will be based on Mr. Appio’s annual target incentive, and a cash payment equal to the remaining 50% of the B+L separation bonus, as shown above in “Cash” under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control.” Mr. Appio will also be entitled to receive continued health benefits for two years at active employee rates, as shown above in “Other Benefits” under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control.” |
(2)
| Pursuant to the terms of the equity award agreements governing Mr. Appio and Ms. Carson’s 2020, 2021, 2022 and 2022 BHC RSUs, and Mr. Vadaketh’s 2022 BHC2023 RSUs, if Mr. Appio’s, or Ms. Carson’s or Mr. Vadaketh’s employment is terminated by usthe Company without “cause” or by themthe NEO for “good reason” (in each case as defined under the Appio Agreement, Carson Agreement and Vadakeththe Carson Agreement, respectively), unvested RSUs will vest pro-rata and, if their employment is terminated due to death or disability, all unvested RSUs will vest. Under these agreements, if they are terminated without cause or resign for good reason within 12 months of a change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), all unvested RSUs will vest. This vesting treatment applies beginning after the first anniversary of the grant date if they experience a termination of employment by BHCthe Company without cause or by the NEO for good reason. Therefore, amounts set forth herein reflect RSUs granted in 20202021 and 2021;2022; no value is attributable for the 20222023 RSUs under “Termination without Cause or for Good Reason.” For Mr. Appio’s and Ms. Carson’s 2020, 2021, 2022 and 2022 BHC RSUs and Mr. Vadaketh’s 2022 BHC2023 RSUs, other than the BHC Retention RSU GrantsRSUs granted to Mr. Vadaketh and Ms. Carson on September 5, 2022, if Mr. Appio or Ms. Carson or Mr. Vadaketh terminates his or her service with us on or after age 55, and age plus years of service total at least 65, all unvested RSUs will vest. No values are shown for RSUs for Mr. Vadaketh and Ms. Carson under “Termination due to Retirement” because they wereshe was not retirement eligible as of December 31, 2022.2023. Further, because vesting upon a retirement requires the employee to be employed through the first anniversary of the grant date, no value is shown for the 20222023 RSUs above for “Termination due to Retirement” for Mr. Appio. |
(3)
| Pursuant to the terms of the equity award agreements governing Mr. Appio’s and Ms. Carson’s 2020 and 2021 BHC2023 PSUs, other than Mr. Appio’s September 21, 2021 Promotional PSU (the “Promotional PSU”), if Mr. Appio’s or Ms. Carson’s employment is terminated by us without cause, by Mr. Appio or Ms. Carson for good reason, or upon death or disability, they will be entitled to prorated vesting of unvested PSUs at actual performance as shown above under “Termination without Cause or for Good Reason” and “Termination due to Death or Disability.” If their employment is terminated by us without cause, or by Mr. Appio or Ms. Carson for good reason, in each case within 12 months of a change in control (or duringThis vesting treatment applies beginning after the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), unvested PSUs will vest pro-rata based on target performance through the termination date (or, if later, the date of the change in control). In the event the PSUs are not assumed or substituted in connection with the change in control, unvested PSUs will vest pro-rata based on target performance on the date of such change in control. For Mr. Appio’s or Ms. Carson’s 2020 and 2021 PSUs, other than Mr. Appio’s Promotion PSU, if Mr. Appio or Ms. Carson terminates his or her service with us on or after age 55, and age plus years of service total at least 65, any unvested portion of the PSU will vest pro-rata based on actual results. With respect to the BHC PSUs, other than the Promotional PSU, the amount reported reflects outstanding PSUs granted in 2020 and 2021. In connection with the B+L IPO, the Talent and Compensation Committee determined to adjust the terms of the BHC PSUs granted in 2020 to provide that ROTC performance in respect of the 2022 performance period will be deemed to be achieved at target as of the completion of the B+L IPO and determined to adjust the terms of the PSUs granted in 2021 other than the Promotional PSUs to provide that ROTC performance in respect of the 2022 performance period and the 2023 performance period will be deemed to be achieved at target as of the completion of the B+L IPO. Further, in connection with the B+L IPO, the Talent and Compensation Committee determined to adjust the terms of the BHC PSUs granted in each of 2020 and 2021, other than the Promotional PSU, to provide that the last day of the TSR performance period applicable to such PSUs will be the date of the completion of the B+L IPO, with actual achievement of the TSR performance metrics through such date. The 2020 and 2021 BHC PSUs, other than the Promotional PSU, have since been distributed on February 27, 2023, and March 3, 2023.first |
(4)Bausch Health Companies Inc.
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| For Mr. Appio’s Promotional PSU, if Mr. Appio’s employment is terminated by us without cause, by Mr. Appio for good reason, including within 12 months of our change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), upon death or disability, or if Mr. Appio terminates his service with us on or after age 55, and age plus years of service total at least 65, Mr. Appio will be entitled to prorated vesting of unvested Promotional PSUs at actual performance as shown above under “Termination without Cause or for Good Reason,” “Termination due to Death or Disability,” “Termination due to Retirement” and “Termination within 12 months of a Change in Control.”2024 Proxy Statement |
TABLE OF CONTENTS anniversary of the grant date if they experience a termination of employment without cause or by the NEO for good reason. If their employment is terminated by us without cause, or by Mr. Appio or Ms. Carson for good reason, in each case within 12 months of a change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), unvested PSUs will vest pro-rata based on target performance through the termination date (or, if later, the date of the change in control). In the event the PSUs are not assumed or substituted in connection with the change in control, unvested PSUs will vest pro-rata based on target performance on the date of such change in control. For Mr. Appio’s or Ms. Carson’s 2023 PSUs, beginning after the first anniversary of the grant date, if Mr. Appio or Ms. Carson terminates his or her service with us on or after age 55, and age plus years of service total at least 65, any unvested portion of the PSU will vest pro-rata based on actual results. No values are shown for PSUs for Ms. Carson under “Termination due to Retirement” because she was not retirement eligible as of December 31, 2023. Further, because vesting upon a retirement requires the employee to be employed through the first anniversary of the grant date, no value is shown for the 2023 PSUs above for “Termination due to Retirement” for Mr. Appio. (5)(4)
| Pursuant to the terms of the equity award agreements governing Mr. Appio and Ms. Carson’s 2020, 2021 and 2022 BHC Stock Options and Mr. Vadaketh’Ms. Carson’ s 2022 BHC2023 Stock Options, if their employment is terminated by us without cause, or terminated by them for good reason, in either case within 12 months of a change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), or in the case of death or disability, unvested options will vest in full. For Mr. Appio and Ms. Carson’s 2021 and 2022 Stock Options and Ms. Carson’s 2023 Stock Options, beginning after the first anniversary of the grant date, if Mr. Appio or Ms. Carson terminate his or her service with us on or after age 55, and their age plus years of service total at least 65, all unvested options will vest. Ms. Carson was not retirement eligible as of December 31, 2023. As of December 31, 2023 outstanding Stock Options were not currently in-the-money, so no value is shown above. |
TABLE OF CONTENTS
For Mr. Appio and Ms. Carson’s 2020, 2021 and 2022 BHC Stock Options and Mr. Vadaketh’s 2022 BHC Stock Options, if Mr. Appio, Ms. Carson or Mr. Vadaketh terminate his or her service with us on or after age 55, and their age plus years of service total at least 65, all unvested options will vest. Mr. Vadaketh and Ms. Carson were not retirement eligible as of December 31, 2022. Outstanding Stock Options are not currently in-the-money, so no value is shown above.
(6)(5)
| Pursuant to the terms of the equity award agreements governing Mr. Appio’s B+L Founder RSU, if Mr. Appio’s employment is terminated by us without cause or by him for good reason, any unvested RSUs will vest pro-rata, and if Mr. Appio’s employment is terminated due to death or disability, all unvested B+L Founder RSUs will vest. Under this agreement, if Mr. Appio is terminated without cause or Mr. Appio resigns for good reason within 12 months of a change in control (or during the six-month period prior to a change in control if such termination was in contemplation of, and directly related to, the change in control), all unvested B+L Founder RSUs will vest. This vesting treatment applies beginning after the first anniversary of the grant date if Mr. Appio is terminated without cause or for good reason. Therefore, no value is shown above for Mr. Appio’s B+L Founder RSU under “Termination without Cause or for Good Reason.” |
(7)(6)
| If Mr. Vadaketh’sBarresi’s employment is terminated by us without cause, or by Mr. Vadaketh for good reason, or upon the expiration of his employment term, Mr. VadakethBarresi will be entitled to receive a cash severance payment equal to the sum of one and a half times annual base salary and annual target incentive payable in a lump sum, a prorated annual incentive for the year of termination equal to the lesser of the annual incentive based on our actual performance and annual target incentive, and continued health benefits at active employee rates for one year, as shown above under “Termination without Cause or for Good Reason.” If such termination occurs in contemplation of our change in control or within 12 months following our change in control, Mr. VadakethBarresi will be entitled to receive a cash severance payment equal to two times the sum of annual base salary and annual target incentive payable in a lump sum, a prorated annual target incentive for the year of termination and continued health benefits for one year at active employee rates, as shown above under “Termination within 12 months of a Change in Control.” Upon |
(7)
| Pursuant to the terms of the equity award agreements governing Mr. Barresi’s 2022 and 2023 RSUs, if Mr. Barresi’s employment is terminated by us without “cause”, his unvested RSUs will vest pro-rata and, if his employment is terminated due to death or disability, all unvested RSUs will vest. Under these agreements, if he is terminated without cause within 12 months of a change in control, all unvested RSUs will vest. This vesting treatment applies beginning after the first anniversary of the grant date in connection with a termination of employment without cause. Therefore, amounts set forth herein reflect RSUs granted in 2022; no value is attributable for the 2023 RSUs under “Termination without Cause or for Good Reason.” For Mr. Vadaketh (orBarresi’s, 2022 and 2023 RSUs, other than the Retention RSUs granted to Mr. Barresi on September 5, 2022, if Mr. Barresi terminates his beneficiaries)service with us on or after age 55, and age plus years of service total at least 65, all unvested RSUs will vest. No values are shown for RSUs for Mr. Barresi under “Termination due to Retirement” because he was not retirement eligible as of December 31, 2023. |
(8)
| Pursuant to the terms of the equity award agreements governing Mr. Barresi’s 2023 PSUs, if Mr. Barresi’s employment is terminated by us without cause, or upon death or disability, he will be entitled to receive (i)prorated vesting of unvested PSUs at actual performance as shown above under “Termination without Cause or for Good Reason” and “Termination due to Death or Disability.” This vesting treatment applies beginning after the earned but unpaid bonus fromfirst anniversary of the fiscal year prior to the fiscal year of hisgrant date if Mr. Barresi experience a termination of employment and (ii) a prorated bonus, measured at target,without cause. Therefore, no value is attributable for the year2023 PSUs under “Termination without Cause or for Good Reason.” If his employment is terminated by us without cause within 12 months of termination.a change in control, unvested PSUs will vest pro-rata based on target performance through the termination date (or, if later, the date of the change in control). In the event the PSUs are not assumed or substituted in connection with the change in control, unvested PSUs will vest pro-rata based on target performance on the date of such change in control. Beginning after the first anniversary of the grant date, if Mr. Barresi terminates his service with us on or after age 55, and age plus years of service total at least 65, any unvested portion of the PSUs will vest pro-rata based on actual results. No values are shown for RSUs for Mr. Barresi under “Termination due to Retirement” because he was not retirement eligible as of December 31, 2023. |
(8)(9)
| Pursuant to the terms of the equity award agreements governing Mr. Barresi’s 2022 and 2023 Stock Options, if his employment is terminated by us without cause, within 12 months of a change in control, or in the case of death or disability, unvested options will vest in full. Beginning after the first anniversary of the grant date, if Mr. Barresi terminates his service with us on or after age 55, and his age plus years of service total at least 65, all unvested options will vest. Mr. Barresi was not retirement eligible as of December 31, 2023, so no value is shown above. |
(10)
| If Ms. Carson’s employment is terminated by us without cause, or by Ms. Carson for good reason, Ms. Carson will be entitled to receive a cash severance payment equal to the sum of one and a half times annual base salary and annual target incentive payable in a lump sum, a prorated annual incentive for the year of termination equal to the lesser of the annual incentive based on our actual performance and annual target incentive, a cash payment equal to the remaining B+L Separation Bonus and continued health benefits at active employee rates for one year, as shown above under “Termination without Cause or for Good Reason.” If such termination occurs in contemplation of our change in control or within 12 months following oura change in control, Ms. Carson will be entitled to receive a cash severance payment equal to two times the sum of annual base salary and annual target incentive payable in a lump sum, a prorated annual target incentive for the year of termination and continued health benefits for one year at active employee rates, as shown above under “Termination within 12 months of a Change in Control.” With respect to any termination of employment, (i) Ms. Carson remains eligible to (i) receive payments and/or benefits under the Canadian Employment Standards Act 2000 (the “ESA”) or other applicable law and (ii) any payments and/or benefits Ms. Carson receives under the ESA or other applicable law will offset any payments she would receive under the Carson Agreement and, if the payments and/or benefits provided by the ESA or other applicable laware greater than those set forth in the Carson Agreement, then Ms. Carson will not receive any payments under the Carson Agreement or other severance plan or policy of BHC. |
(9)
| As shown above under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control,” the Papa Separation Agreement provides for a lump sum cash payment equal to two times the sum of Mr. Papa’s current base salary and target annual bonus, earned but unpaid annual bonus for the year prior to his termination date, and a pro-rata annual bonus based on actual performance. Under the A&R Papa Separation Agreement, the prorated annual bonus will be equal to his target annual bonus, prorated by fifty percent. As shown above under “Termination due to Death or Disability,” if Mr. Papa’s employment is terminated for death or disability, he would his receive earned but unpaid annual bonus for the year prior to his termination date. |
(10)
| As shown above under “Termination without Cause or for Good Reason,” Mr. Papa’s B+L Founder Awards will partially vest upon his termination of service (315,592 RSUs and 1,248,496 Stock Options), but the shares received upon settlement of such B+L Founder RSUs will remain fully restricted and nontransferable until the Unrestricted Date, and the B+L Founder Stock Options will vest and become exercisable on the Unrestricted Date 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,” the B+L Founder RSUs and B+L Founder Stock Options fully vest. Outstanding Stock Options are not currently in-the-money, so no value is shown. |
(11)
| As shown above under “Termination without Cause or for Good Reason,” the treatment of Mr. Papa’s BHC equity awards will be consistent with their terms for a termination due to retirement and, for Mr. Papa’s program Separation PSUs, by B+L without cause. As shown above under “Termination within 12 months of a Change in Control” and “Termination due to Death or Disability,” Mr. Papa’s outstanding BHC RSUs and Stock Options would fully vest and his PSUs would pro-rata vest, except for the Separation PSUs, which would fully vest upon a “Termination within 12 months of a Change in Control.” Outstanding Stock Options are not currently in-the-money, so no value is shown above. With respect to the PSUs, the amount reported reflects outstanding BHC PSUs granted in 2020 and 2021. In connection with the IPO, the Talent and Compensation Committee determined to adjust the terms of the PSUs granted in 2020 to provide that ROTC performance in respect of the 2022 performance period will be deemed to be achieved at target as of the completion of the IPO. In connection with this offering, the Talent and Compensation Committee determined to adjust the terms of the PSUs granted in 2021 to provide that ROTC performance in respect of the 2022 performance period and the 2023 performance period will be deemed to be achieved at target as of the completion of the IPO. Further, in connection with the IPO, the Talent and Compensation Committee determined to adjust the terms of the PSUs granted in each of 2020 and 2021 to provide that the last day of the TSR performance period applicable to such PSUs will be the date of the completion of the IPO, with actual achievement of the TSR performance metrics measured by the Talent and Compensation Committee through such date. The 2020 and 2021 PSUs have since been distributed on February 26, 2023, and March 3, 2023. |
(12)
| The Papa Separation Agreement provides for continued health benefits for two-years at active employee rates and reimbursement of legal fees incurred. |
(13)
| As shown above under “Termination without Cause or for Good Reason,” the severance benefits payable to the Former B+L NEOs (other than Mr. Papa) provide that in the event of an involuntary termination of employment by B+L without cause or resignation for good reason, in each case within one-year following the B+L’s appointment of Mr. Papa’s successor, then the executive will be eligible to receive a cash severance payment equal to two times the sum of his or her annual base salary and annual target incentive award, plus payment of his or her 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 the former B+L NEOs (other than Mr. Papa) 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 his or her annual basepolicy. |
68Bausch Health Companies Inc. | 61
| 2024 Proxy Statement |
TABLE OF CONTENTS salary and annual target incentive award, plus payment of his or her 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 shown above under “Termination without Cause or for Good Reason” and “Termination within 12 months of a Change in Control.” Mr. Eldessouky and Ms. Ackermann would also receive a cash payment equal to the remaining 50% of the separation bonus upon a qualifying termination.
(14)
| As shown above under “Termination without Cause or for Good Reason,” the B+L Founder RSUs issued to the Former B+L NEOs (other than Mr. Papa) in May 2022 will partially vest upon their termination of service date on a pro-rata basis, but the shares received upon settlement will remain fully restricted and nontransferable until the Unrestricted Date, and the B+L Founder 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,” the B+L Founder RSUs and the B+L Founder Stock Options fully vest. In addition, each of our NEOs (other than Mr. Papa) was 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. |
(15)
| As shown above under “Termination without Cause or for Good Reason,” the treatment of the Former B+L NEO’s (other than Mr. Papa) BHC equity awards will be treated in accordance with the terms of their governing grant agreements. As shown above under “Termination within 12 months of a Change in Control” and “Termination due to Death or Disability,” their outstanding BHC RSUs and Stock Options would fully vest and the PSUs would pro-rata vest. Outstanding Stock Options are not currently in-the-money, so no value is shown above. With respect to the PSUs, the amount reported reflects outstanding BHC PSUs granted in 2020 and 2021. In connection with the IPO, the Talent and Compensation Committee determined to adjust the terms of the PSUs granted in 2020 to provide that ROTC performance in respect of the 2022 performance period will be deemed to be achieved at target as of the completion of the IPO. Further, in connection with the IPO, the Talent and Compensation Committee determined to adjust the terms of the PSUs granted in each of 2020 and 2021 to provide that the last day of the TSR performance period applicable to such PSUs will be the date of the completion of the IPO, with actual achievement of the TSR performance metrics measured by the Talent and Compensation Committee through such date. In connection with this offering, the Talent and Compensation Committee determined to adjust the terms of the PSUs granted in 2021 to provide that ROTC performance in respect of the 2022 performance period and the 2023 performance period will be deemed to be achieved at target as of the completion of the IPO. The 2020 and 2021 PSUs have since been distributed on February 27, 2023, and March 3, 2023. |
(16)
| The severance benefits payable to the former B+L NEOs (other than Mr. Papa) provide for continued health benefits for two years at active employee rates, and for Ms. Ackermann, outplacement support. |
2022 Pay Ratio Disclosure
Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2022:2023: the median of the annual total compensation of all our employees (excluding our CEO) was $54,304;$ 44,328; the annual total compensation of our CEO was $13,171,461;$15,878,578; and the ratio of these two amounts was 243358 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. Methodology for Identifying Our Median Employee Employee Population To identify the median of the annual total compensation of all of our employees (other than our CEO), we first identified our total employee population from which we determined our median employee. We determined that, as of December 31, 2022, our employee population consisted of approximately 19,900 individuals (of which 12,900 were B+L employees and of which approximately 33% were located in the United States and 67% were located in jurisdictions outside the United States). As permitted by the Pay Ratio Rule, we adjusted our total employee population (as described above) for purposes of identifying our median employee by excluding approximately 50 of our employees located in certain jurisdictions outside of the United States given the relatively small number of employees in those jurisdictions (less than 10), as follows: Austria, Bosnia & Herzegovina, Lithuania, Montenegro, New Zealand, Panama, Peru, and Philippines. After taking into account the above described adjustments to our employee population as permitted by the Pay Ratio Rule, our total adjusted employee population for purposes of determining our median employee consisted of approximately 19,850 individuals. Determining our Median Employee To identify our median employee from our adjusted employee population, we compared the amount of base salary of our employees as reflected in our payroll records and converted to U.S. Dollars. In making this determination, we annualized the compensation of our full-time employees, including those who were hired in 2022 (but did not work TABLE OF CONTENTS
for us for the entire fiscal year) and permanent part-time employees (reflecting what they would have earned if they had worked the entire year at their part-time schedule). We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. There has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure and, as a result, we have used the same median employee identified on April 6, 2023. Determination of Annual Total Compensation of our Median Employee and our CEO Once we identified our median employee, we then calculated such employee’s annual total compensation for 20222023 by using the same methodology we used for purposes of determining the annual total compensation of our NEOs for 20222023 as set forth in the 20222023 Summary Compensation Table on page 5955. Our CEO’s annual total compensation for 20222023 for purposes of the Pay Ratio Rule is equal to the amount reported in the “Total” column in the 20222023 Summary Compensation Table. Please note that SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. 70Bausch Health Companies Inc. | 62
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TABLE OF CONTENTS PAY VERSUS PERFORMANCE The following table sets forth the compensation for our Principal Executive Officers (the “PEOs”) and the average compensation for our other named executive officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2023, 2022, 2021 and 2020. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, Net Income and Adjusted EBITDA (non-GAAP) as used for our 2023, 2022, 2021 and 2020 annual incentive plans (“AIP”). AIP.2022 | | | $13,171,461 | | | $821,019 | | | $19,781,761 | | | ($3,950,168) | | | $5,683,018 | | | $2,050,535 | | | $21 | | | $114 | | | ($225) | | | 2,236 | 2021 | | | — | | | — | | | $22,889,137 | | | $37,122,606 | | | $5,972,466 | | | $7,337,740 | | | $92 | | | $126 | | | ($948) | | | 3,501 | 2020 | | | — | | | — | | | $14,119,361 | | | ($10,609,802) | | | $4,287,738 | | | $61,287 | | | $70 | | | $126 | | | ($560) | | | 3,269 |
| 2023 | | | 15,878,578 | | | 14,834,961 | | | — | | | — | | | 2,843,374 | | | 1,029,672 | | | 27 | | | 119 | | | (592) | | | 2,367 | | | 2022 | | | 13,171,461 | | | 821,019 | | | 19,781,761 | | | (3,950,168) | | | 5,683,018 | | | 2,050,535 | | | 21 | | | 114 | | | (225) | | | 2,236 | | | 2021 | | | — | | | — | | | 22,889,137 | | | 37,122,606 | | | 5,972,466 | | | 7,337,740 | | | 92 | | | 126 | | | (948) | | | 3,501 | | | 2020 | | | — | | | — | | | 14,119,361 | | | (10,609,802) | | | 4,287,738 | | | 61,287 | | | 70 | | | 126 | | | (560) | | | 3,269 | |
(1)
| Compensation for our PEOs reflects the amounts reported in the “Summary Compensation Table” for the respective years. Our PEOs were (i) in 2023 Thomas J. Appio; (ii) in 2022, Thomas J. Appio and Joseph C. Papa and (ii) in 2021 and 2020, Joseph C. Papa. Average compensation for non-PEOs includes the following named executive officers: (i) in 2023, John S. Barresi, Seana Carson and Tom G. Vadaketh, (ii) in 2022, Tom G. Vadaketh, Seana Carson, Robert A. Spurr, Sam A. Eldessouky and Christina Ackermann, (ii)(iii) in 2021, Thomas J. Appio, Robert A. Spurr, Sam A. Eldessouky, Christina M. Ackermann, and Paul S. Herendeen and (iii)(iv) in 2020, Thomas J. Appio, Paul S. Herendeen, Christina M. Ackermann, and William D. Humphries. |
(2)
| Compensation “actually paid” for the PEO and average compensation “actually paid” for our other NEOs in 2022, 2021 and 20202023 reflects adjustments to the respective amounts set forth in columns (b) and (d), adjustedthe “Summary Compensation Table” as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEOPEOs and our other NEOs during the applicable year. A significant portion of the compensation “actually paid” to our NEOs is comprised of equity awards whose value is directly tied to the value of our Common Shares. For certain of the years covered by the Pay Versus Performance Table, the compensation “actually paid” to our PEO and our other NEOs was below zero as a result of the decrease in the price of our Common Shares and associated decreases in the fair value of unvested equity awards during the year. For information regarding the decisions made by BHC’sthe Talent and Compensation Committee and the B+L TCC for the PEO’s and our other NEOs’ compensation for fiscal year 2022,2023, see the Compensation Discussion and Analysis beginning on page 39. |
Summary Compensation Table Total | | | $13,171,461 | | | $19,781,761 | | | $22,889,137 | | | $14,119,361 | | | $5,683,018 | | | $5,972,466 | | | $4,287,738 | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | | | $8,438,645 | | | $16,999,992 | | | $18,810,618 | | | $10,379,259 | | | $4,302,530 | | | $4,151,943 | | | $2,232,727 | Plus Fair Value for Awards Granted in the Covered Year | | | $2,487,641 | | | $13,817,758 | | | $14,602,064 | | | $6,976,001 | | | $2,561,554 | | | $3,343,770 | | | $1,455,403 | Change in Fair Value of Outstanding Unvested Awards from Prior Years | | | $(5,205,502) | | | $(16,562,333) | | | $5,144,072 | | | $(14,550,392) | | | $(1,015,781) | | | $794,978 | | | $(1,956,817) | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | | | $(1,193,936) | | | $(3,987,362) | | | $13,297,951 | | | $(6,775,513) | | | $(517,221) | | | $1,378,469 | | | $(1,232,206) | Less Fair Value of Awards Forfeited during the Covered Year | | | $— | | | $— | | | $— | | | $— | | | $(358,505) | | | $— | | | $(260,104) | 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 | | | $821,019 | | | $(3,950,168) | | | $37,122,606 | | | $(10,609,802) | | | $2,050,535 | | | $7,337,740 | | | $61,287 |
(3)
| Fair values set forth in the table above are computed in accordance with 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. Fair values set forth in the table abovebelow are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest or forfeit in the covered year, which are valued as of the applicable vesting dates and fair values as of the end of the preceding fiscal year, respectively. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant other than the expected term and the related expected volatilities and risk-free rates that have been adjusted to reflect the passage of time. TSR is cumulative |
| Summary Compensation Table Total | | | 15,878,578 | | | 2,843,374 | | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | | | 13,133,812 | | | 2,106,638 | | | Plus Fair Value for Awards Granted in the Covered Year | | | 12,005,422 | | | 809,520 | | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | | | (35,824) | | | 120,288 | | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | | | 140,454 | | | 132,202 | | | Less Fair Value of Awards Forfeited during the Covered Year | | | 19,857 | | | 769,074 | | | Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards | | | — | | | — | | | Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | | | — | | | — | | | Plus Aggregate Service Cost and Prior Service Cost for Pension Plans | | | — | | | — | | | Compensation Actually Paid | | | 14,834,961 | | | 1,029,672 | |
Bausch Health Companies Inc. | 63
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71
TABLE OF CONTENTS for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the Nasdaq Biotechnology Index, which is the same peer group we use for purposes of the Shareholder Return Performance Presentation of the Company’s Annual Reports on Form 10-K for the years ended December 31, 2022.
(3)
| TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the Nasdaq Biotechnology Index, which is the same peer group we use for purposes of the Shareholder Return Performance Presentation of the Company’s Annual Reports on Form 10-K for the years ended December 31, 2023.
|
(4)
| Reflects “Net Income” attributable to BHCBausch Health Companies Inc., as reported in BHC’sthe Consolidated Financial Statements included in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2023, 2022, 2021 and 2020 (including net income attributable to noncontrolling interests). |
(5)
| Reflects Adjusted EBITDA as used for our Annual Incentive PlanAIP in 2023, 2022, 2021 and 2020. Adjusted EBITDA as used for BHC’sthe AIP forin 2020 and 2021 was calculated on a consolidated basis. As described on page 46 above,basis, for the AIP in 2022 BHC AIP, Adjusted EBITDA does not include Adjusted EBITDA attributable to B+L or our Solta Medical business.business, for the 2023 AIP Adjusted EBITDA does not include Adjusted EBITDA attributable to B+L. Adjusted EBITDA is a non-GAAP financial measure that may not be comparable to similar measures used by other companies. Please see Appendix 1 for a reconciliation of our GAAP to non-GAAP financial measures and related disclosures. |
The following table sets forth an unranked list of the performance measures that, for 2022,2023, we view as the “most important” measures for linking our NEOs’ compensation “actually paid” to performance. Revenue and Adjusted EBITDA (non-GAAP) were metrics used for our AIP in 2023, 2022, 2021 and 2020. Return on Tangible Capital (ROTC) and relative TSR were metrics used for PSUs granted in 2019 that were distributed in 2022, and PSUs granted in 2020 and 2021 which were deemed earned in 2022. For 2022, given the challenge of setting new PSU metrics in the midst of this transformational time for BHC in light of the B+L IPO, the BHC Talent and Compensation Committee determined not to grant any PSUs. In 2023, we re-introduced PSUs to our Long-Term Incentive Program, which such PSUs will be earned and will vest based on the achievement of an Adjusted Operating Cash Flow performance goal and relative TSRrTSR performance modifier metrics. For more information on the financial performance metrics listed below, please see the description set forth in the section 2022 BHC AIP on page 46 and in the section 2020 and 2021 Performance Share Unit Vesting on page 50. | Revenue | | | Adjusted EBITDA (non-GAAP) | | | ROTC (Return on Tangible Capital)Adjusted Operating Cash Flow (non-GAAP)
| | | rTSR (Relative Total Shareholder Return) | |
Compensation Actually Paid and Cumulative TSR of the Company and Cumulative TSR of the Peer Group The graph below shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compared with the BHC’sCompany’s TSR over the covered fiscal years. The following performance graph also compares the cumulative total return on a $100 investment on December 31, 2019, assuming reinvestment of all dividends, in (i) our Common Shares and (ii) the NASDAQ Biotechnology Index. 72Bausch Health Companies Inc. | 64
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TABLE OF CONTENTS Compensation Actually Paid and Net Income The graph below reflects a comparison of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compare with BHC’s with our net income from continuing operationsoperations.
Compensation Actually Paid and Adjusted EBITDA The graph below shows how the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs compare with BHC’sour Adjusted EBITDA as used for our BHC’s AIP in 2023, 2022, 2021, and 2020. Adjusted EBITDA as used for BHC’sour AIP for 2020 and 2021 was on a consolidated basis, and as previously noted for the 2022, BHC AIP, Adjusted EBITDA doesdid not include B+L or our Solta Medical business.business and for 2023 did not include B+L. Adjusted EBITDA is a non-GAAP financial measure that may not be comparable to similar measures used by other companies. Please see Appendix 1 for a reconciliation of our GAAP to non-GAAP financial measures and related disclosures. 73Bausch Health Companies Inc. | 65
| 2024 Proxy Statement |
DIRECTOR COMPENSATION TABLE Richard U. De Schutter | | | 67,697 | | | 605,069 | | | — | | | 672,766 | Brett M. Icahn | | | 45,690 | | | 569,799 | | | — | | | 615,489 | Dr. Argeris N. Karabelas | | | 145,694 | | | 250,000 | | | — | | | 395,694 | Sarah B. Kavanagh | | | 229,513 | | | 469,375 | | | — | | | 698,888 | Steven D. Miller | | | — | | | 370,694 | | | — | | | 370,694 | Dr. Richard C. Mulligan(3) | | | 77,333 | | | 275,116 | | | — | | | 352,449 | John A. Paulson(3)(4) | | | 57,909 | | | 643,826 | | | — | | | 701,735 | Robert N. Power | | | 149,145 | | | 250,000 | | | — | | | 399,145 | Russel C. Robertson | | | 67,256 | | | 612,319 | | | — | | | 679,575 | Thomas W. Ross, Sr. | | | 282,922 | | | 469,375 | | | — | | | 752,297 | Andrew C. von Eschenbach, M.D.(3) | | | 104,575 | | | 219,375 | | | — | | | 323,950 | Amy B. Wechsler, M.D. | | | 100,000 | | | 277,500 | | | — | | | 377,500 |
| Richard U. De Schutter(4) | | | — | | | 374,785 | | | — | | | 374,785 | | | Brett M. Icahn | | | 87,500 | | | 604,222 | | | — | | | 691,722 | | | Argeris N. Karabelas, Ph.D.(4) | | | 43,924 | | | — | | | — | | | 43,924 | | | Sarah B. Kavanagh | | | 243,278 | | | 475,000 | | | — | | | 718,278 | | | Steven D. Miller | | | 131,313 | | | 250,000 | | | — | | | 381,313 | | | Richard C. Mulligan, Ph.D. | | | 130,451 | | | 250,000 | | | — | | | 380,451 | | | John A. Paulson | | | — | | | 812,500 | | | — | | | 812,500 | | | Robert N. Power | | | 139,549 | | | 250,000 | | | — | | | 389,549 | | | Russel C. Robertson | | | — | | | 704,549 | | | — | | | 704,549 | | | Thomas W. Ross, Sr. | | | 288,350 | | | 475,000 | | | — | | | 763,350 | | | Amy B. Wechsler, M.D. | | | 100,000 | | | 277,500 | | | — | | | 377,500 | |
(1)
| The amounts shown in this column relate to the annual RSU grant made to each non-employee director in 2022,2023, as further described below under the heading “Director Compensation,” and with respect to Mr. De Schutter, Mr. Icahn, Mr. Miller, Mr. Paulson, Mr. Robertson and Dr. Wechsler, also relate to RSUs granted in lieu of cash for annual Board and/or committee retainers, pursuant to their respective elections. These amounts are based upon the grant date fair value of awards calculated in accordance with FASB ASC Topic 718. Fair value is calculated using the closing price of our Common Shares on the date of grant for purposes of determining the individual grant amounts. |
(2)
| Directors had aggregate outstanding BHC RSUs at 20222023 fiscal year-end as follows: Mr. De Schutter, 81,263;52,115; Mr. Icahn, 51,801;62,602; Dr. Karabelas,119,715;Karabelas, 0; Ms. Kavanagh, 117,447;146,652; Mr. Miller, 51,83;46,641; Dr. Mulligan, 34,387;29,205; Mr. Paulson, 142,290;202,419; Mr. Power, 129,210;158,415; Mr. Robertson, 177,416;222,334; Mr. Ross, 129,811; Dr. von Eschenbach, 35,147;150,016; and Dr. Wechsler, 129,009.127,227. |
(3)
| On the IPO Closing Date, Dr. von Eschenbach and Mr. Paulson resigned from the Board, and Dr. Mulligan was appointed to the Board. |
(4)
| Mr. Paulson was appointed and rejoined the Board on June 23, 2022. |
(5)
| Each of Messrs. De Schutter, Icahn, Paulson, Robertson, and Ross, and Ms. Kavanagh also served as non-employee directors of Bausch + Lomb during 2022.2023. Accordingly, the amounts reflected in the table above also reflect the following amounts of compensation these directors received from Bausch + Lomb during 20222023 for their service as non-employee directors of the Bausch + Lomb Board: |
Richard U. De Schutter | | | 67,697 | | | 219,375 | | | — | | | 287,072 | Brett M. Icahn | | | 45,690 | | | 199,105 | | | — | | | 244,795 | Sarah B. Kavanagh | | | 73,819 | | | 219,375 | | | — | | | 293,194 | John A. Paulson | | | 57,909 | | | 219,375 | | | — | | | 277,284 | Russel C. Robertson | | | 67,256 | | | 219,375 | | | — | | | 286,631 | Thomas W. Ross, Sr. | | | 143,130 | | | 219,375 | | | — | | | 362,505 |
Directors had aggregate outstanding B+L RSUs at 2022 fiscal year-end as follows: Mr. De Schutter, 12,500; Mr. Icahn, 13,256; Ms. Kavanagh, 12,500; Mr. Paulson, 12,500; Mr. Robertson,12,500; and Mr. Ross, 12,500.
| Richard U. De Schutter | | | — | | | 332,500 | | | — | | | 332,500 | | | Brett M. Icahn | | | 87,500 | | | 225,000 | | | — | | | 312,500 | | | Sarah B. Kavanagh | | | 112,500 | | | 225,000 | | | — | | | 337,500 | | | John A. Paulson | | | — | | | 312,500 | | | — | | | 312,500 | | | Russel C. Robertson | | | — | | | 327,500 | | | — | | | 327,500 | | | Thomas W. Ross, Sr. | | | 171,301 | | | 225,000 | | | — | | | 396,301 | |
(A)
| Numbers rounded to the nearest dollar. The amounts in this column reflect the aggregate grant date fair values of the annual equity award granted in the form of RSUs to each of our non-employee directors in 2023 for their service on the B+L Board of Directors under the B+L’s Omnibus Plan, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Fair value is calculated using the closing price of the B+L Common Shares on the date of grant for purposes of determining the individual grant amounts. |
(B)
| Directors had aggregate outstanding B+L RSUs at 2023 fiscal year-end as follows: Mr. De Schutter, 18,889; Mr. Icahn, 12,857; Ms. Kavanagh, 12,857; Mr. Paulson, 17,774; Mr. Robertson, 18,617; and Mr. Ross, 12,857. |
(4)
| Mr. De Schutter and Dr. Karabelas did not stand for re-election at the 2023 Annual Meeting. |
74Bausch Health Companies Inc. | 66
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TABLE OF CONTENTS Director Compensation In 2023, our directors’ fees consisted of the following: | Annual Cash Compensation
| | | | | | Board Retainer | | | $100,000 | | Additional Fee — Lead Independent Director
| | | $40,000
| Additional Fee — Non-Executive Chairperson | | | $150,000 | | | Additional Retainers — Committee Chairpersons
| | | | | | Audit and Risk Committee Chairperson | | | $25,000 | | | Talent and Compensation Committee Chairperson | | | $25,000 | | | Nominating and Corporate Governance Committee Chairperson | | | $20,000 | | | Science and Technology Committee Chairperson | | | $20,000 | | | Finance and Transactions Committee Chairperson | | | $20,000 | | Special Transactions Committee Chairperson
| | | $15,000
| Additional Retainers — Committee Members not serving as Chairpersons
| | | | | | Audit and Risk Committee Member | | | $15,000 | | | Talent and Compensation Committee Member | | | $15,000 | | | Nominating and Corporate Governance Committee Member | | | $12,500 | | | Science and Technology Committee Member | | | $12,500 | | | Finance and Transactions Committee Member | | | $12,500 | | | Special Transactions Committee MemberAnnual Equity Compensation
| | | $10,000
| Annual Equity Compensation
| | | | Annual RSU Grant | | | $250,000 | |
Our Nominating and Corporate Governance Committee is required by its charter to periodically review, and make recommendations to the full Board regarding, the compensation of our non-employee directors. The Nominating and Corporate Governance Committee has sole authority under its charter to retain and/or terminate compensation consultants or compensation consulting firms as the Nominating and Corporate Governance Committee may deem appropriate in recommending non-employee director compensation. In 2021, the Nominating & Corporate Governance Committee reviewed our non-employee director compensation and determined that it was appropriate to reduce the annual retainer for the Lead Independent Director from $75,000 to $40,000, and to reduce the annual retainer for the Chairperson of the Audit and Risk Committee Chair from $40,000 to $25,000. The Board reviewed and approved these changes to be effective on the IPO Closing Date.
Our directors may elect to receive their fees in cash, in RSUs, or in a combination of cash and RSUs. RSUs received pursuant to this election are paid in a lump sum of Common Shares at the end of such director’s service with the Company. All fees, whether payable in cash or RSUs, are delivered in quarterly installments, with the exception of the additional fee for the Lead Independent Director, which is paid once annually on the third day following each Annual Meeting of Shareholders.installments. In addition to the above fees, directors are also reimbursed for their out-of-pocket expenses in attending in-person meetings. The Company also grants each non-employee director, on the third business day following each Annual Meeting of Shareholders, a number of RSUs with a fair market value equal to $250,000. These annual grants of RSUs vest and are deliverable prior to the next Annual Meeting of Shareholders, unless the director elects to defer issuance until the director’s separation from the Company. Our non-employee directors are also subject to minimum share ownership requirement. For further detail regarding the share ownership requirement for non-employee directors, see the discussion in the section titled “Statement of Corporate Governance Practices — Directors’ Share Ownership” on page 2623. 75Bausch Health Companies Inc. | 67
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TABLE OF CONTENTS EQUITY COMPENSATION PLAN INFORMATION Equity Compensation Plans Approved By Shareholders | | | 20,700,000(1) | | | $26.83 | | | 18,200,000 | Equity Compensation Plans Not Approved By Shareholders | | | — | | | — | | | — | Total | | | 20,700,000 | | | $26.83 | | | 18,200,000 |
| Equity Compensation Plans Approved By Shareholders | | | 19,400,000(1) | | | $23.52 | | | 18,664,000 | | | Equity Compensation Plans Not Approved By Shareholders | | | — | | | — | | | — | | | Total | | | 19,400,000 | | | $23.52 | | | 18,664,000 | |
(1)
| Included in this amount is the maximum number of Common Shares that may be issued under each of the PSUs and annual RSUs outstanding as of December 31, 2022.2023. As of December 31, 2022,2023, the weighted average remaining contractual term of outstanding options was 6.04.4 years. |
Amended and Restated 2014 Omnibus Incentive Plan Summary The Company’s 2014 Omnibus Incentive Plan was initially adopted by the Board on April 7, 2014 and approved by our shareholders effective as of May 20, 2014, and was amended and restated effective as of each of April 30, 2018 and April 28, 2020, and June 21, 2022222 and May 13, 2023 as approved by the Board and shareholders of the Company (the “2014 Plan”). For Information about the 2014 Plan, please see Proposal No. 43 starting on page 8473. 2011 Omnibus Incentive Plan Summary
The Company’s 2011 Omnibus Incentive Plan (the “2011 Plan”) was adopted and approved by the Board and the shareholders of the Company effective as of May 16, 2011. The Company ceased granting new awards under the 2011 Plan upon the approval of the 2014 Plan in 2014.
Awards Under The 2011 Plan
Awards under the 2011 Plan may be granted as options (including both incentive stock options and nonqualified stock options), SARs, share awards (including restricted shares, deferred shares and share units that may be settled either in Common Shares or cash) or cash awards. A SAR entitles the participant to receive an amount equal to the difference between the market price of the Company’s Common Shares on the exercise date and the exercise price of the SAR (which may not be less than 100% of the market price of a Common Share on the grant date), multiplied by the number of Common Shares subject to the SAR. However, no SARs or deferred shares have been granted under the 2011 Plan. Awards may be granted singly, in combination or in tandem as determined by the Talent and Compensation Committee, in its sole discretion. A maximum of 303,248 Common Shares (less than 1% of the issued and outstanding Common Shares as of December 31, 2022) may be issued pursuant to the exercise of options or in connection with the vesting of share awards under the terms of the 2011 Plan.
Eligibility
Persons eligible to receive awards are any employees, directors or individuals performing services for the Company or its subsidiaries in the capacity of a consultant, agent or otherwise, as determined by the Talent and Compensation Committee. Unless otherwise determined by the Talent and Compensation Committee, members of the Board shall generally not be eligible to receive SARs or options.
Participation Limits
Subject to adjustments made to reflect a change in the Company’s capital structure, including as a result of a stock dividend, stock split, reverse consolidation, recapitalization, reorganization or divestiture or other similar event (“capital structure adjustments”), the aggregate number of Common Shares that may be granted to any “covered employee” during a calendar year in the form of options, SARs, and/or share awards intended to qualify as “performance-based compensation” (such terms having the meanings given in Section 162(m) of the Code, including any rules and regulations thereunder) shall not exceed 1,000,000 Common Shares (computed based on maximum performance).
Furthermore, (i) the number of Common Shares issuable to persons who are reporting insiders (as defined in National Instrument 55-104 — Insider Reporting Requirements and Exemptions of the Canadian Securities Administrators),
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at any time, under all security-based compensation arrangements of the Company, cannot exceed 10% of issued and outstanding Common Shares of the Company; and (ii) the number of Common Shares issued to such insiders, within any one-year period, under all security-based compensation arrangements of the Company, cannot exceed 10% of its issued and outstanding securities.
Expiration of Options and SARs
Generally, options and SARs are granted for a term determined by the Talent and Compensation Committee but not to exceed 10 years (the “Original Term”). For options granted as incentive stock options to certain participants, the Original Term shall not exceed five years. If the Original Term of an option and SAR held by a participant expires during a Company blackout period applicable to the participant which prohibits the participant from trading in Company securities, the term of such option shall be extended until the tenth business day following the end of the Company blackout period.
Exercise Price of Options and SARs
The exercise price per share for each option and SAR is not less than 100% of the closing price of the Common Shares on the trading day immediately preceding the date of grant.
Vesting
Awards under the 2011 Plan are subject to such vesting provisions as the Talent and Compensation Committee may determine. Options currently outstanding vest in equal installments over a period of three or four years after the date of grant or 100% on the third or fourth anniversary of the grant date. Share units generally vest 100% on the third anniversary of the date of grant.
Dividend Equivalents
The Talent and Compensation Committee may provide that share awards earn dividends or dividend equivalents in the form of additional share awards, subject to such terms, conditions, restrictions and limitations as it may establish from time to time. Notwithstanding the foregoing, dividends or dividend equivalents may not be paid with respect to any share award subject to the achievement of performance criteria, unless and until the relevant performance criteria have been satisfied. Generally, holders of share units receive dividend equivalents which are subject to vesting in line with the underlying award to which they relate.
Termination of Employment
Except as otherwise provided in a participant’s employment agreement or letter, in the event that the optionholder’s employment is terminated by reason of death, disability, termination by the Company without cause or the participant voluntarily resigns, the right to exercise such option terminates on the date that is 90 days from the participant’s termination (but in no event beyond the Original Term). Any options or share units that are unvested and do not vest on the termination date are cancelled and forfeited.
In the event that the optionholder’s employment is terminated by the Company without cause within one year following a change of control, all unvested options will vest on such termination and the optionholder will have one year following such a termination to exercise the option (but in no event beyond the Original Term). In the case of a holder of share units whose employment is terminated by the Company within one year following a change of control, a number of the holder’s share units will vest on such termination equal to the number of share units granted multiplied by a fraction, the numerator of which is the number of completed months between the date of grant and the date of termination and the denominator of which is thirty-six (36). Any remaining unvested share units which do not vest on the termination date will be cancelled and forfeited on the date of termination.
In the event that the optionholder’s employment is terminated by the Company for cause prior to the exercise of the option, the option shall terminate and expire as of the date of termination of the employment. In the case of a holder of share units whose employment is terminated by the Company for cause, all of the holder’s share units shall terminate as of the date of termination of the employment.
Nontransferability
Awards granted under the 2011 Plan, and during any period of restriction on transferability, Common Shares issued in connection with the exercise of an option, may not be sold, pledged, hypothecated, assigned, margined or otherwise transferred in any manner other than by will or the laws of descent and distribution, unless and until the Common
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Shares underlying such award have been issued, and all restrictions applicable to such Common Shares have lapsed or have been waived by the Talent and Compensation Committee. Notwithstanding the foregoing, the Talent and Compensation Committee may, in its sole discretion, permit (on such terms, conditions and limitations as it may establish) nonqualified stock options and/or Common Shares issued in connection with an option exercise to be transferred to a member of a participant’s immediate family or to a trust or similar vehicle for the benefit of a participant’s immediate family members.
Amendment and Termination
The 2011 Plan and any award may be amended, suspended or terminated at any time by the Board, provided that no amendment shall be made without shareholder approval if such shareholder approval is required in order to comply with applicable law or the rules of the NYSE, the rules of the TSX, or any other securities exchange on which the Common Shares are traded or quoted. Under the 2011 Plan, the Company shall obtain shareholder approval for: (i) a reduction in the exercise price or purchase price of an award (or the cancellation and re-grant of an award resulting in a lower exercise price or purchase price), except where the reduction is made to reflect a change in the Company’s capital structure, including as a result of a capital structure adjustment; (ii) the extension of the Original Term of an option; (iii) any amendment to remove or to exceed the participation limits described above; (iv) an increase to the maximum number of Common Shares issuable under the 2011 Plan (other than adjustments made to reflect a change in the Company’s capital structure, including as a result of a capital structure adjustment); (v) amendments to the amendment provision of the 2011 Plan other than amendments of a clerical nature; and (vi) any amendment that permits awards to be transferable or assignable other than for normal estate settlement purposes or for other purposes not involving the receipt of monetary consideration.
Without shareholder approval, the Board has the discretion to make certain amendments to the 2011 Plan, including: (i) amend the vesting provisions of an award; (ii) amend the payment provisions of an award; (iii) cancel or modify outstanding awards; (iv) waive any restrictions imposed with respect to awards or the Common Shares issued pursuant to awards; (v) make amendments to the 2011 Plan to ensure compliance with applicable securities and tax law as well as the TSX and NYSE rules; (vi) make any amendment of a clerical nature as well as any amendment clarifying any provision of the 2011 Plan; (vii) make any adjustment to reflect a change in the Company’s capital structure, including as a result of capital structure adjustments; and (viii) suspend or terminate the 2011 Plan.
Except for adjustments to awards made in connection with a change of control of the Company, no termination, suspension or amendment of the 2011 Plan or any award shall adversely affect the right of any participant with respect to any award theretofore granted, as determined by the Talent and Compensation Committee, without such participant’s written consent.
No amendments were made to the 2011 Plan in 2022.
Option and RSU Plans
As of March 17, 2023, 425,124 Common Shares (less than 1% of the issued and outstanding Common Shares) had been issued upon the exercise of options granted under the 2011 Plan and 2,607,034 Common Shares (less than 1% of the issued and outstanding Common Shares) had been issued in connection with the vesting of RSUs granted under the 2011 Plan. As of March 17, 2023, a total of 303,248 Common Shares (less than 1% of the issued and outstanding Common Shares) remained reserved for issuance under the 2011 Plan, representing (i) 298,226 Common Shares (less than 1% of the issued and outstanding Common Shares) issuable in respect of options and (ii) 5,022 Common Shares (less than 1% of the issued and outstanding Common Shares) issuable in respect of RSUs granted and which remain outstanding under such plan. The Company ceased granting new awards under the 2011 Plan upon the approval of the 2014 Plan in 2014.
As of March 17, 2023, 2,215,589 Common Shares (less than 1% of the issued and outstanding Common Shares) had been issued upon the exercise of options granted under the 2014 Plan and 19,868,783 Common Shares (5.5% of the issued and outstanding Common Shares) had been issued in connection with the vesting of RSUs granted under the 2014 Plan. As of March 17, 2023, a total of 17,780,543 Common Shares (4.9% of the issued and outstanding Common Shares) remained reserved for issuance under the 2014 Plan, representing (i) 10,389,845 Common Shares (2.9% of the issued and outstanding Common Shares) issuable in respect of options and (ii) 7,390,698 Common Shares (2.0% of the issued and outstanding Common Shares) issuable in respect of RSUs granted and which remain outstanding under such plan.
TABLE OF CONTENTS The Report of the Audit and Risk Committee of the Board shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts. The Audit and Risk Committee, comprised of independent directors, is delegated by the Board to monitor the integrity of our financial statements, the auditor’s qualifications and independence, the performance of the auditor and our internal auditor, and the Company’s compliance with legal and regulatory requirements. Management has primary responsibility for our financial statements and the overall reporting process as well as establishing and maintaining our internal controls. PricewaterhouseCoopers LLP, our auditor for fiscal year ended December 31, 2022,2023, had the responsibility for expressing an opinion as to whether the audited financial statements have been prepared in accordance with generally accepted accounting principles in the United States in all material respects and on the effectiveness of our internal controls over financial reporting. The Audit and Risk Committee met with management and the auditor to review and discuss the audited financial statements for the year ended December 31, 2022,2023, as well as management’s assessment of the effectiveness of our internal controls over financial reporting and the auditor’s assessment of our internal controls over financial reporting. The auditor, as well as the internal auditor, had full access to the Audit and Risk Committee, including regular meetings without management present. The Audit and Risk Committee received from and discussed with the auditor the written report and the letter from the auditor required by applicable requirements of the Public Company Accounting Oversight Board regarding the auditor’s communications with the Audit and Risk Committee concerning independence and has discussed with the auditor the auditor’s independence. Additionally, the committee discussed with the auditor the matters required by the Public Company Accounting Oversight Board and the SEC. The Audit and Risk Committee acts only in an oversight capacity and must rely on the information provided to it and on the representations made by management and the auditor. Based on the aforementioned reviews and discussions, and the report of the auditor, the Audit and Risk Committee recommended to the Board that the audited financial statements for the year ended December 31, 2022,2023, be included in the Company’s Annual Report filed with the SEC. Audit and Risk Committee
Russel C. Robertson, Chairperson
Sarah B. Kavanagh
| | | Audit and Risk Committee
| | | | Russel C. Robertson, Chairperson
| | | | Sarah B. Kavanagh
| | | | Steven D. Miller Bausch Health Companies Inc. | 69
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TABLE OF CONTENTS Certain Related-Party Transactions As described in the section titled “Statement of Corporate Governance Practices — Ethical Business Conduct” beginning on page 2522, the Board has adopted the Code of Conduct, which sets out the Company’s expectations for the conduct of our employees and directors in their dealings on behalf of the Company. The Conflict of Interest Policy set forth in our Code of Conduct requires that our employees and directors avoid situations in which they have a potential or actual conflict of interest with the Company. In accordance with our Conflict of Interest Policy, any employee, including our officers, involved in any type of relationship described in the Conflict of Interest Policy is required to immediately and fully disclose the relevant circumstances to his or her immediate supervisor, the General Counsel or the Chief Compliance & Ethics Officer, and in accordance with the process set out in the Company’s Conflicts of Interest Standard Operating Procedures. Non-employee directors are required to report their involvement in any type of relationship described in the Conflict of Interest Policy to the Audit and Risk Committee. In addition to reviewing cases where the conflict, or potential conflict, involves a member of the Board, the Audit and Risk Committee reviews transactions or proposed transactions in which an executive officer has an interest that conflicts with the Company’s interests and makes recommendations to the Board regarding any such transaction. OurUnder our Conflict of Interest Policy, states that the following are typesexamples of outside activities that can create conflicts:conflicts include:Ownership by a director or employee, or any member of the director’s or employee’s family, of a substantial interest in any concern that does business with the Company, whether as a supplier, dealer or customer, or are a competitor (except in the case of a publicly owned corporation whose securities are traded on the open market). Serving as a director, officer, employee, consultant, advisor, or in any other capacity for any business or other organization with which the Company currently (or potentially) has a business relationship or which is, or can expect to become, a competitor of the Company. Engaging in an outside activity with an individual, business or organization which currently (or potentially) has a competitive or business relationship with the Company where such activity is likely to decrease the impartiality, judgment, effectiveness or productivity expected from an employee. Performance by a director or employee or a member of the director’s or employee’s family of services for any outside concern or individual that does business with the Company. Outside employment which conflicts or might be reasonably expected to conflict with the normal duties of the director or employee. Since January 1, 2022,2023, the Company was involved in the following related-party transactions, which have been approved or ratified by either the Audit and Risk Committee or the Board: Employment Relationship
Joseph C. Papa’s son, Dr. Matthew Papa, was employed by the Company from September 12, 2016 through December 10, 2022. In 2022, Dr. Papa received an aggregate of $274,891 in compensation.
Director Appointment and Nomination Agreement On February 24, 2021, the Company entered into a Director Appointment and Nomination Agreement (“Nomination Agreement”) with Carl C. Icahn, Brett M. Icahn, Steven D. Miller, Icahn Partners, Icahn Master, Icahn Enterprises GP, Icahn Enterprises Holdings, IPH, Icahn Capital, Icahn Onshore, Icahn Offshore, and Beckton (collectively, the “Icahn Group”). Pursuant to the Nomination Agreement, effective as of March 17, 2021, the Board (i) increased its size to thirteen directors; (ii) appointed Brett Icahn and Steven Miller (collectively, the “Icahn Designees”) to the Board to fill the resulting vacancies; (iii) appointed the Icahn Designees to serve on the Finance and Transactions Committee and the Special Transactions Committee;Committees(1); and (iv) nominated the Icahn Designees for election at the Annual Meeting. Bausch Health Companies Inc. | 70
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TABLE OF CONTENTS From and after the date of the Nomination Agreement, so long as an Icahn Designee is a member of the Board, without the approval of the Icahn Designees who are then members of the Board, the Board will not increase its size above thirteen directors. In addition, the Icahn Group will be entitled, in the event any Icahn Designee resigns or for any reason fails to serve or is not serving as a director (subject to exceptions set forth in the Nomination Agreement, TABLE OF CONTENTS
including as a result of such director not being nominated by the Company to stand for election at an annual meeting of shareholders subsequent to the 2021 Annual Meeting or the termination of the Icahn Group’s designation rights with respect to such director in accordance with the Agreement), to designate a replacement for appointment to the Board on the terms set forth in the Agreement. So long as an Icahn Designee is a member of the Board, the Icahn Group will also have certain rights with respect to newly created committees as set forth in the Nomination Agreement. In addition, any Board consideration of appointment and employment of named executive officers, mergers, acquisitions of material assets, dispositions of material assets, or similar extraordinary transactions, such consideration, and voting with respect thereto, will take place only at the full Board level or in committees of which one of the Icahn Designees is a member. If at any time the Icahn Group ceases to hold a “net long position,” as defined in the Agreement, in at least (i) 17,757,550 Common Shares, one of the Icahn Designees will, and the Icahn Group will cause one Icahn Designee to, promptly resign from the Board; and (ii) 10,654,530 Common Shares, each of the Icahn Designees will, and the Icahn Group will cause each such Icahn Designee to, promptly resign from the Board. So long as the Icahn Group holds “a net long position,” as defined in the Nomination Agreement, in at least 17,757,550 of the Company’s common shares, the Company will not adopt a Rights Plan, as defined in the Nomination Agreement, with an “Acquiring Person” beneficial ownership threshold below 20.0% of the then-outstanding common shares, unless (x) such Rights Plan provides that, if such Rights Plan is not ratified by the Company’s shareholders within 105 days of such Rights Plan being adopted, such Rights Plan shall automatically expire and (y) the “Acquiring Person” definition of such Rights Plan exempts the Icahn Group up to a beneficial ownership of 19.95% of the then-outstanding common shares. The Nomination Agreement also includes other customary voting, standstill and non-disparagement provisions. Absent an uncured breach of the material provisions of the Nomination Agreement by the Company, the standstill restrictions on the Icahn Group will remain in effect until the later of (i) the end of the Annual Meeting and (ii) such date as no Icahn Designee is on the Board and the Icahn Group no longer has any right to designate a replacement (including if the Icahn Group has irrevocably waived such right in writing). None of the directors or executive officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or executive officers of the Company at any time since the beginning of the Company’s last financial year and no associate or affiliate of any of the foregoing has any material interest, direct or indirect, in any matter to be acted upon at the Meeting other than the election of directors or the amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan. 81Bausch Health Companies Inc. | 71
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TABLE OF CONTENTS ADVISORY VOTE ON EXECUTIVE COMPENSATION At our 20172023 Annual Meeting of Shareholders, our Board recommended, and shareholders approved, in a non-binding advisory vote, that a non-binding advisory vote on executive compensation (“say-on-pay”) be held every year. The Board determined that our shareholders should vote on a say-on-pay proposal every year, consistent with the preference expressed by our shareholders at the 20172023 Annual Meeting of Shareholders. At our 20222023 Annual Meeting, approximately 65%92% of the total shareholders’ votes cast votedwere in favor of our executive compensation program. [.] Proposal No. 2 provides the Company’s shareholders with an opportunity to provide an advisory vote related to compensation of the Company’s named executive officers. The Company has a “pay-for-performance” philosophy that forms the foundation of the executive compensation program for our Company’s named executive officers. This philosophy and the executive compensation program approved by the Talent and Compensation Committee have been central to the Company’s ability to attract, retain, and motivate talented executives, including our NEOs, who are committed to the ongoing transformationchampion our purpose of our company and to improving people’senriching lives through our products.relentless drive to improve healthcare outcomes for our patients and customers. Our compensation program is designed to retain our critical leaders, through the transition of our company, to link executive compensation to long-term business performance, and provide compensation opportunities that are competitive as compared to our peers and align the interests of our executives with those of our shareholders. Our programs also balance appropriate risk-taking and incorporate shareholder feedback. Please refer to “Executive Compensation — Compensation Discussion and Analysis” starting on page 39 for detailed information regarding our executive compensation program for the Company’s named executive officers. Pursuant to Schedule 14A of the Exchange Act, we are asking for shareholder approval, in an advisory resolution, of the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules. This disclosure is provided in the section titled “Executive Compensation — Compensation Discussion and Analysis,” the compensation tables and the narrative discussion following the compensation tables. This vote is not intended to address any specific item of compensation, but rather the overall compensation program of our named executive officers and the executive compensation policies and practices described in this Proxy Statement. The Board requests that shareholders endorse the compensation of our named executive officers through the following resolution: Resolved, that the shareholders approve, in an advisory resolution, the compensation paid to the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and other narrative executive compensation disclosures, contained in this Proxy Statement. This vote is advisory and therefore not binding on the Company, the Talent and Compensation Committee, or the Board. The Board and the Talent and Compensation Committee value the opinions of our shareholders and will take the outcome of the vote into consideration in the design of our executive compensation program going forward. The Board recommends that the shareholders vote FOR Proposal No. 2. 82Bausch Health Companies Inc. | 72
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TABLE OF CONTENTS ADVISORY VOTE ON FREQUENCY OF
ADVISORY VOTES ON EXECUTIVE COMPENSATION
As described in Proposal No. 2 above, we are providing our shareholders with the opportunity to cast an advisory vote on the compensation of our Named Executive Officers.
Section 14A of the Exchange Act requires us to allow our shareholders the opportunity to cast an advisory vote on how often we should include advisory votes on the compensation of our Named Executive Officers in our proxy materials for future shareholder meetings. Under this proposal, shareholders may vote to have the “say-on-pay” vote ever year, every two years or every three years, or may abstain from voting.
Our Board has determined that an annual advisory vote on executive compensation is the most appropriate alternative for the Company. The Board’s determination was influenced by the fact that meaningful portions of the compensation of our Named Executive Officers are evaluated, adjusted and approved on an annual basis, and that it is important to have regular visibility into the long-term incentives that help drive our performance metrics. As part of the annual review process, the Board believes that shareholder perspectives should be a factor that is taken into consideration by the Board and the Talent and Compensation Committee in making decisions with respect to executive compensation. By providing an advisory vote on executive compensation on an annual basis, our shareholders will be able to provide us with direct input on our compensation philosophy, policies and practices as disclosed in the management proxy circular and proxy statement every year. We understand that our shareholders may have different views as to what is the best approach for the Company, and we look forward to hearing from our shareholders on this agenda item every year. Accordingly, our Board recommends that the advisory vote on executive compensation be held every year. This advisory vote gives you as a shareholder the opportunity to vote on the frequency of advisory votes on executive compensation for our Named Executive Officers through the following resolution:
Resolved, that the shareholders wish the Company to include an advisory vote on the compensation of the Company’s Named Executive Officers pursuant to Rule 14a-21(b) of the Exchange Act:
Every Year;
Every Two Years;
Every Three Years; or
Abstain.
While we believe that a vote every year is the best choice for us, you are not voting to approve or disapprove our recommendation of every year, but rather to make your own choice among a vote of once every year, every two years or every three years. You may also abstain from voting on this proposal.
This vote is advisory and therefore not binding on the Company, the Talent and Compensation Committee of the Board or the Board. The Board and the Talent and Compensation Committee value the opinions of our shareholders and to the extent there is any significant vote against the Named Executive Officer compensation as disclosed in this Proxy Statement, we will consider those shareholders’ concerns, and the Talent and Compensation Committee will evaluate whether any actions are necessary to address those concerns.
The Board recommends that the shareholders vote for EVERY YEAR on Proposal No. 3.
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APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY’S AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE PLAN The Board originally adopted the 2014 Omnibus Incentive Plan (the “2014 Plan”) on April 7, 2014, which was approved by our shareholders effective as of May 20, 2014. The 2014 Plan was amended and restated on April 30, 2018 to increase the number of Common Shares available for issuance by an additional 11,900,000 Common Shares, on April 28, 2020 to increase the number of Common Shares available for issuance by an additional 13,500,000 Common Shares, and on June 21, 2022 to increase the number of Common Shares available for issuance by an additional 11,500,000 Common Shares. As of March 8, 2023, 9,534,218 Common Shares were available for future issuance under the 2014 Plan, representing 2.62% of the issued and outstanding Common Shares as of that date. On March 29, 2023,28, 2024, the Talent and Compensation Committee approved an amendment and restatement to the 2014 Omnibus Incentive Plan (amended and restated from time to time, the “2014 Plan”), subject to approval by the shareholders at the Annual Meeting, to increase the number of Common Shares authorized for issuance under the 2014 Plan (the “Amended Plan”). WeAccordingly, we are asking our shareholders to approve at the Annual Meeting an amendment and restatement to the 2014 Plan, which will result in an increase to the number of Common Shares authorized for issuance under the 2014 Plan by 7,500,000and 20,000,000 Common Shares. The proposed 7,500,00020,000,000 additional Common Shares, which represents 2.07%5.48% of the 361,898,846365,238,917 Common Shares outstanding as of December 31, 20222023 and 2.06%5.45% of the 363,602,888366,672,723 Common Shares outstanding as of our record date, March 17, 2023,15, 2024, is expected to allow us to make grants under the Amended Plan for approximately twothree years. As a result of the amendment and restatement, the Amended Plan will remain in effect until May 14, 2034 (unless earlier terminated in accordance with the terms of the Amended Plan).
In connection with the adoption of the amendment and restatement of the 2014 Plan, the Board carefully considered our anticipated future equity needs, our historical equity compensation practices (including our historical share usage and “burn rate”, as discussed in the section titled “Historical Annual Common Share Usage” beginning on page 8574) and the advice of the Talent and Compensation Committee’s independent compensation consultant. We believe that increasing the number of Common Shares issuable under the 2014 Plan is necessary in order to allow Bausch Health to continue to align the long-term financial interests of employees, members of the Board, consultants, members of our sales force and other service providers of the Company and its subsidiaries with those of the Company’s shareholders, to attract and retain those individuals by providing compensation opportunities that are competitive with other companies and provide incentives to those individuals who contribute significantly to the long-term performance and growth of the Company and its subsidiaries. As of the filing of this Proxy Statement, the number of persons eligible to participate in the Amended Plan is approximately 1,760.1,710. A copy of the Amended Plan is attached to this Proxy Statement as Exhibit B. No other changes are being made to the 2014 Plan. As a shareholder of the Company, you are invited to vote with respect to the Amended Plan through the following resolution: Resolved, that the shareholders approve the amendment and restatement of the Company’s Amended and Restated 2014 Plan Omnibus Plan (which will increase the maximum number of Common Shares available for issuance pursuant to Awards under the plan by 7,500,000an additional 20,000,000 Common Shares). The Board recommends that the shareholders vote “FOR” “FOR” Proposal No. 4.3. 84Bausch Health Companies Inc. | 73
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TABLE OF CONTENTS Considerations for the Approval of the Amended Plan The Board believes that the Amended Plan is in the best interest of shareholders and supports this proposal for the following reasons: The Plan is administered by our Talent and Compensation Committee, which is composed entirely of independent directors. The Company strives to maximize employee and shareholder alignment through the use of equity awards, while minimizing dilution. If the proposed amendments are not approved, the Company will not have sufficient Common Shares for grant needs and will lose a critical tool for recruiting, retaining and motivating employees. The Company would thus be at a competitive disadvantage in attracting and retaining talent. The terms of the Company’s equity and other annual and long-term incentive compensation awards and employee policies are all designed to protect shareholder interests and encourage employees to focus on the long-term success of the Company and shareholder value creation. Employees typically cannot fully monetize equity awards until three years after grant subject to certain exceptions. For example, RSUs granted for 20222023 generally vest in one-third increments with the final third not converting to Common Shares until after the third year. The Company does not permit “liberal” share recycling. Common Shares that are withheld to satisfy any tax withholding obligations may not again be available for issuance under the Amended Plan. The Amended Plan does not contain an “evergreen” feature pursuant to which the Common Shares authorized for issuance under the Amended Plan can be increased automatically without shareholder approval. Equity awards under the Amended Plan are generally double-trigger unless the outstanding awards are not assumed or substituted in connection with a Change of Control (as defined in the Amended Plan). The Company cannot, without shareholder approval, seek to effect any repricing of any previously granted “underwater” stock option or SAR. • | Our NEOs are subject to share ownership guidelines to ensure that they face the same downside risk and upside potential as our shareholders. For additional details regarding the share ownership guidelines applicable to our NEOs and directors, see pages 5652 and, 2653, respectively. |
The Amended Plan continues to provide the Talent and Compensation Committee with the authority to subject awards granted under the Amended Plan to the Company’s clawback policy.policies. No participant is entitled under the Amended Plan to any tax gross-up payments for any excise tax pursuant to Sections 280G or 4999 of the IRC that may be incurred in connection with awards under the plan. Historical Annual Common Share Usage Information below is for the 2014 Plan and does not include information related to the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan. Prior to May 5, 2022, employees of B+L participated in the 2014 Plan and, effective as May 5, 2022, B+L established its own plan, the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan (the “B+L Plan”) for its employees. TABLE OF CONTENTS
As of March 8, 2023,2024, there were a total of 363,538,778366,658,742 shares of Bausch Health Companies common shares outstanding. The table below includes awards outstanding as of March 8, 20232024 under the 2014 Plan and any expired plans that have awards outstanding. The 2014 Plan is the only plan of the Company that can issue awards. Stock Options Outstanding | | | 11,692,854(1) | | | 3.22% | Full Value Awards Outstanding, all of which are shares underlying restricted stock units | | | 13,381,023 | | | 3.68% | Shares Available for Future Grant | | | 9,534,218 | | | 2.62% | Common Shares subject to outstanding equity awards or available for future equity awards under the 2014 Plan and predecessor plans | | | 34,608,095 | | | 9.52% |
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TABLE OF CONTENTS | Stock Options Outstanding | | | 10,330,780(1) | | | 2.8% | | | Full Value Awards Outstanding, all of which are shares underlying restricted stock units | | | 12,592,654 | | | 3.4% | | | Shares Available for Future Grant | | | 11,021,238 | | | 3.0% | | | Common Shares subject to outstanding equity awards or available for future equity awards under the 2014 Plan and predecessor plans | | | 33,944,672 | | | 9.3% | |
(1)
| Stock options have a weighted-average exercise price of $25.32$23.54 and a weighted-average remaining contractual life of 5.614.21 years. |
The 7,500,00020,000,000 new Common Shares proposed to be included in the Amended Plan share reserve would increase the overhang percentage by an additional 2.06%5.45% to approximately 11.58%14.71% as of March 8, 2023. 2024. The Company’s gross burn rate for the fiscal year 20222023 was 2.71%1.99% and average gross burn rate for fiscal year 20202021 through fiscal year 2022 was 2.24%2023was 2.21%. Burn rate does not take into account equity awards that have been cancelled or forfeited. Burn rate with respect to each year is calculated by dividing the total number of Common Shares subject to stock options and full value awards (such as restricted stock units) granted during the year (assuming achievement of the maximum performance levels for outstanding performance awards) by the total weighted-average number of Common Shares outstanding during the period. Using the Institutional Shareholder Services (“ISS”) methodology for calculating burn rate, the Company’s three-year average (ISS adjusted) burn rate for equity grants made in fiscal years 2020, 2021, 2022 and 20222023 was 1.83%2.0%, which was less than the allowable burn rate of 5.36%5.24% under ISS policy, based on the Company’s industry group. The Company’s burn rate calculation using the standard TSX methodology for the year ended 2023 was 1.82%, for the year ended 2022 was 2.60%, and for the year ended 2021 was 1.66%, and for the year ended 2020 was 1.82%. This burn rate calculation assumes performance-based share units vest at target. Performance-based share units granted in 2020, 2021, 2022 and 20222023 can pay out at a maximum of 2 times target. Summary of Amended Plan Terms The following is a summary of the Amended Plan which is qualified in its entirety by the full text of the Amended Plan, a copy of which is included as Exhibit B to this Proxy Statement. The capitalized terms not otherwise defined in this summary have the meaning assigned to them in the Amended Plan. For the avoidance of doubt, the changes to the 2014 Plan incorporated in the Amended Plan and described below will only be applicable to equity awards granted after approval of the Amended Plan at the Annual Meeting. The purpose of the Amended Plan is to align the long-term financial interests of our employees, directors, consultants and other service providers with our shareholders, attract and retain such service providers and provide incentives to those individuals who are expected to contribute significantly to our long-term performance and growth. Common Shares Subject to the Amended Plan The Common Shares issued or to be issued under the Amended Plan consists of authorized but unissued Common Shares or issued Common Shares that have been reacquired by the Company in any manner. Subject to adjustment made in connection with a recapitalization, Change of Control (as defined in the Amended Plan) and certain other events set forth in the Amended Plan, the maximum number of Common Shares subject to Awards which may be issued pursuant to the Amended Plan will be equal to the sum Bausch Health Companies Inc. | 75
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TABLE OF CONTENTS of (i) 55,268,82562,768,825 Common Shares, plus (ii) an additional 7,500,00020,000,000 Common Shares plus (iii) the number of Common Shares becoming available for reuse after awards are terminated, forfeited, cancelled, exchanged or surrendered following the Effective Date under the Company’s 2011 Omnibus Incentive Plan.Shares. Shares underlying “substitute awards” (i.e., awards granted as replacements for awards granted by a company that we or one of our subsidiaries acquires or with which we or one of our subsidiaries combines) will not reduce the number of Common Shares available for issuance under the Amended Plan. TABLE OF CONTENTS
In determining the number of Common Shares to be reserved for issuance under the Amended Plan, the Company’s management and Talent and Compensation Committee evaluated the historic share usage and “burn rate” under the 2014 Plan and the existing terms of outstanding Awards under the 2014 Plan, as discussed in the section titled “Historical Annual Common Share Usage” beginning on page 8574. The number of Common Shares authorized for grant under the Amended Plan is subject to adjustment, as described in the section titled “Types of Awards — Adjustments” on page 8877. In addition, (i) the number of Common Shares issuable to Insiders, at any time, under all security-based compensation arrangements of the Company, cannot exceed 10% of issued and outstanding Common Shares; (ii) the number of Common Shares issued to Insiders, within any one year period, under all security-based compensation arrangements of the Company, cannot exceed 10% of issued and outstanding securities; and (iii) the number of Common Shares issuable to non-employee members of the Board, at any time, under all security-based compensation arrangements of the Company, cannot exceed 1% of issued and outstanding Common Shares. In any calendar year, no Participant who is a non-employee director of the Company may be granted Awards, in either equity, cash or other compensation, with an aggregate fair market value as of the grant date or payment date, as applicable, in excess of $750,000. If any Common Shares subject to an Award (other than a substitute award) are forfeited, canceled, exchanged or surrendered, or if an Award (other than a substitute award) terminates or expires without a distribution of Common Shares to the participant, the Common Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Amended Plan; however, the Common Shares surrendered or withheld as payment of either the exercise price of an option (including Common Shares otherwise underlying an award of a SAR that are retained by the Company to account for the exercise price of the SAR) and/or withholding taxes in respect of an Award will no longer be available for Awards under the Amended Plan. The maximum number of Common Shares available for Awards under the Amended Plan shall not be affected by the payment of cash dividends on outstanding Awards (to the extent permitted under the Amended Plan), the payment of share-denominated awards that must be settled in cash, the granting of cash awards or substitute awards. Administration of the Amended Plan Except as otherwise required by law or as designated otherwise by the Board, the Amended Plan will be administered by our Talent and Compensation Committee. The Talent and Compensation Committee will have full power and authority to administer the Amended Plan, including, among other things, to (i) interpret the Amended Plan, (ii) determine the types of Awards to be granted, (iii) select Award recipients, (iv) establish the terms and conditions of awards, (v) determine the settlement or exercise method of Awards and (vi) adopt any administrative rules, regulations, procedures and guidelines governing the Amended Plan or any Awards granted under the Amended Plan as it deems to be appropriate. The Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Amended Plan. Eligibility Generally, all of our employees, directors, advisors and consultants will be eligible to receive Awards under the Amended Plan, as selected by our Talent and Compensation Committee in its discretion in furtherance of the purpose of the Amended Plan (as described above). As of the date of this Proxy Statement, we expect that approximately 1,7601,700 employees and 119 non-employee directors will be eligible to receive Awards under the Amended Plan. The basis for participation in the Amended Plan is the Talent and Compensation Committee’s decision, in its sole discretion, that an Award to an eligible participant will further the Amended Plan’s purposes (as described above). In exercising such discretion, the Talent and Compensation Committee will consider the recommendations of management and the purposes of the Amended Plan, which are to continue to align the long-term financial interests of employees, directors, consultants, members of our sales force and other service providers of the Company and its subsidiaries with those of the Bausch Health Companies Inc. | 76
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TABLE OF CONTENTS Company’s shareholders, to attract and retain those individuals by providing compensation opportunities that are competitive with other companies and provide incentives to those individuals who contribute significantly to the long-term performance and growth of the Company and its subsidiaries. In recent years, all eligible directors have received Awards under the 2014 Plan (unless such compensation was waived) and approximately 22%24% of our employees have received Awards under the 2014 Plan. TABLE OF CONTENTS
Types of Awards The following types of Awards may be made under the Amended Plan. All of the Awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting and forfeiture provisions determined by the Talent and Compensation Committee, in its sole discretion, subject to such limitations as are provided in the Amended Plan. In addition, subject to the limitations provided in the Amended Plan and in accordance with applicable law, the Talent and Compensation Committee may accelerate or defer the vesting or payment of awards, cancel or modify outstanding Awards, and waive any conditions or restrictions imposed with respect to Awards or the Common Shares issued pursuant to Awards. As of March 17, 2023,15, 2024, the equity awards outstanding under our equity compensation plans were held by a total of 3,7301,714 current and former employees and non-employee directors, including former employees who are employees of B+L (all of the 3,7301,714 current and former employees and non-employee directors held outstanding Awards granted under the 2014 Plan). Non-qualified Stock Options An award of a non-qualified stock option grants a participant the right to purchase a certain number of Common Shares during a specified term in the future, after a vesting period, at an exercise price equal to at least 100% of the Market Price (as defined below) of our Common Shares on the grant date (except in the case of substitute awards). The “Market Price” of Common Shares as of a particular date shall generally mean the closing price per Common Share on the national securities exchange on which the Common Shares are principally traded (subject to certain exceptions set forth in the Amended Plan in the event that the Company is no longer traded on a national securities exchange). Unless otherwise determined by the Talent and Compensation Committee, Directors shall generally not be eligible to receive options. The term of a non-qualified stock option may not exceed ten years from the date of grant. The exercise price may be paid with cash, Common Shares already owned by the participant, or with the proceeds from a sale of the Common Shares subject to the option. The Talent and Compensation Committee may also provide that an option may be “net exercised”, meaning that the participant would receive the number of whole Common Shares equal to (A) the difference between (x) the aggregate Market Price of the Common Shares subject to the portion of such option then being exercised and (y) the aggregate exercise price for all such Common Shares under the portion thereof then being exercised plus (to the extent it would not give rise to adverse accounting consequences pursuant to applicable accounting principles or to adverse tax consequences to the Participants under Canadian federal, provincial or territorial tax laws) the amount of withholding tax due upon exercise divided by (B) the Market Price of a Common Share on the date of exercise. Any fractional share that would result from such equation shall be canceled. A non-qualified stock option is an option that does not meet the qualifications of an incentive stock option as described below. An incentive stock option is a stock option that meets the requirements of Section 422 of the Code, which include an exercise price of no less than 100% of Market Price on the grant date, a term of no more than ten years, and that the option be granted from a plan that has been approved by shareholders. The repricing of incentive stock options is prohibited. Notwithstanding the foregoing, if granted to a participant who owns shares representing more than 10% of the voting power of all classes of shares of the Company, its parent or one of its subsidiaries, an incentive stock option must have a term of not more than five years and have an exercise price which is at least 110% of the Market Price. In addition, if the aggregate Market Price of the Common Shares (as of the grant date) for which incentive stock options are exercisable for the first time by a participant during any calendar year exceeds $100,000, such excess will be treated as non-qualified stock options. Subject to adjustment, as described in the section titled “Types of Awards — Adjustments” below, the maximum number of Common Shares available for issuance with respect to incentive stock options under the Amended Plan is 62,768,825 Common Shares. Bausch Health Companies Inc. | 77
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TABLE OF CONTENTS Share Appreciation Rights A share appreciation right (“SAR”) entitles the participant to receive an amount equal to the difference between the Market Price of the Company’s Common Shares on the exercise date and the exercise price of the SAR (which may not be less than 100% of the Market Price of a Common Share on the grant date, except for substitute awards), multiplied by the number of Common Shares subject to the SAR. A SAR may be granted in substitution for a previously granted option, and if so, the exercise price of any such SAR may not be less than 100% of the MarketMarket. TABLE OF CONTENTS
Price of Common Shares as determined at the time the option for which it is being substituted was granted. Payment to a participant upon the exercise of a SAR may be in cash or Common Shares (in which case, the number of Common Shares to be paid will be determined by dividing the amount calculated above by the Market Price of a Common Share at the time of payment). Unless otherwise determined by the Talent and Compensation Committee, Directors shall generally not be eligible to receive SARs. Restricted Shares A restricted share award is an award of outstanding Common Shares that does not vest until after a specified period of time, or satisfaction of other vesting conditions as determined by the Talent and Compensation Committee, and which may be forfeited if conditions to vesting are not met. Participants generally accrue (but are not paid) dividends or dividend equivalents on the Common Shares subject to their award during the vesting period (unless the awards are subject to performance-vesting criteria) and are also generally entitled to provide voting instructions with respect to the Common Shares underlying their awards. Deferred Shares A deferred share award is an unfunded, unsecured promise to deliver Common Shares to the participant in the future, if the participant satisfies the conditions to vesting, as determined by the Talent and Compensation Committee. Participants do not have voting rights, but generally accrue (but are not paid) dividend equivalent payments during the vesting period subject to the same vesting conditions as the underlying award. Share Units A Share Unit is an Award that represents the right to receive a Common Share or a cash payment equal to the Market Price of a Common Share. Share Units shall be subject to such terms and conditions (including service-based and/or performance-based vesting conditions), restrictions and limitations, as determined by the Talent and Compensation Committee. Share Payment Subject to limits in the Amended Plan, the Talent and Compensation Committee may issue unrestricted Common Shares, alone or in tandem with other Awards, in such amounts and subject to such terms and conditions as the Talent and Compensation Committee determines. A share payment may (but need not) be granted as, or in payment of, a bonus, or to provide incentives or recognize special achievements or contributions. Cash Awards The Talent and Compensation Committee may issue awards that are payable in cash, as deemed by the Talent and Compensation Committee to be consistent with the purposes of the Amended Plan. These cash awards will be subject to the terms, conditions, restrictions and limitations determined by the Talent and Compensation Committee from time to time. The payment of cash awards may be subject to the achievement of specified performance criteria. Performance Criteria Awards granted under the Amended Plan may be subject to specified performance criteria. Performance criteria are based on the Company’s attainment of performance measures pre-established by the Talent and Compensation Committee, in its sole discretion, including, without limitation, on one or more of the following: revenues, income before taxes and extraordinary items, net income, operating income, earnings before income tax, earnings before interest, taxes, depreciation and amortization, cash flow or a combination of any or all of the foregoing; Bausch Health Companies Inc. | 78
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TABLE OF CONTENTS after-tax or pre-tax profits including, without limitation, those attributable to continuing and/or other operations; the level of the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company either in absolute terms or as it relates to a profitability ratio including operating income or EBITA; return on capital employed, return on assets, or return on invested capital; TABLE OF CONTENTS
after-tax or pre-tax return on shareholders’ equity; economic value added targets based on a cash flow return on investment formula; the market price of the Common Shares; the market capitalization or enterprise value of the Company, either in amount or relative to industry peers; the value of an investment in the Common Shares assuming the reinvestment of dividends; the achievement of operating margin targets or other measures of improving profitability; the filing of one or more new drug application(s) (“NDA”) or one or more new drug submission(s) (“NDS”) or the approval of one or more NDA(s) or one or more NDS(s) by the U.S. Food and Drug Administration or the Canadian Therapeutic Products Directorate, as applicable; the achievement of, or progress toward, a launch of one or more new drug(s); the achievement of research and development milestones; the achievement of other strategic milestones including, without limitation, the achievement of specific synergy capture and cost savings realization relating to integrations and the successful creation or execution of a restructuring plan for a specific business or function; the successful completion of clinical trial phases; licensing or acquiring new products or product platforms; acquisition or divestiture of products or business; the entering into new, or exiting from existing, geographic markets or industry segments; or the attainment of a certain level of, reduction of, or other specified objectives with regard to limiting the level in or increase in, all or a portion of controllable expenses or costs or other expenses or costs For purposes of the first item above, “extraordinary items” includes all items of gain, loss or expense for the fiscal year determined to be extraordinary or unusual in nature or infrequent in occurrence or related to a corporate transaction, restructuring, or related to a change in accounting principles. Each financial metric above may be on a business unit, geographic segment, total company, or per-share basis, and on a GAAP or non-GAAP adjusted basis. The performance criteria may be based upon the attainment of specified levels of performance under one or more of the measures described above relative to the performance of other entities. The Talent and Compensation Committee may designate additional business criteria on which the performance criteria may be based or adjust, modify or amend the previously mentioned business criteria, including to take into account actions approved by the Board or a committee thereof that affect the achievement of the original performance criteria. Performance criteria may include a threshold level of performance below which no Award will be earned, a level of performance at which the target amount of an Award will be earned and a level of performance at which the maximum amount of the Award will be earned. The Talent and Compensation Committee shall make appropriate equitable adjustments to the performance criteria in recognition of unusual or non-recurring events affecting us or our financial statements, in response to changes in applicable laws or regulations, including changes in generally accepted accounting principles, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles, as applicable. Bausch Health Companies Inc. | 79
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TABLE OF CONTENTS Deferrals The Talent and Compensation Committee may postpone the exercise of Awards, or the issuance or delivery of Common Shares or cash pursuant to any Award for such periods and upon such terms and conditions as the Talent and Compensation Committee determines. In addition, the Talent and Compensation Committee may determine that all or a portion of a payment to a participant, whether in cash and/or Common Shares, will be deferred in order to prevent the Company or any subsidiary from being denied a U.S. federal income tax deduction with respect to an award granted under the Amended Plan. Notwithstanding this authority, the Talent and Compensation Committee will not postpone the exercise or delivery of shares or cash payable in respect of Awards constituting deferred compensation under Section 409A of the Code, where such postponement will cause the imposition of additional TABLE OF CONTENTS
taxes under Section 409A of the Code. Section 409A of the Code provides rules that govern the manner in which compensation of various types may be deferred and imposes taxes upon compensation that is improperly deferred or accelerated. Blackout Periods The Amended Plan provides that, to the extent applicable, (i) if the expiration of the term of options or SARs awarded under the Amended Plan occurs during a period self-imposed by the Company in accordance with TSX rules during which a participant is prohibited from trading in the Company’s securities (a “Blackout Period”), such term will be extended until the tenth business day after the end of such Blackout Period, and (ii) if share units are to be delivered during a Blackout Period, the Talent and Compensation Committee may, in its discretion, determine that Common Shares subject to such share units will instead be delivered as soon as practicable after the end of such Blackout Period, in each case subject to compliance with Section 409A of the Code, if applicable. Dividends and DividendsDividend Equivalents The Talent and Compensation Committee may provide that Share Units and/or Share Awards shall earn dividends or dividend equivalents, as applicable, subject to such terms, conditions, restrictions and limitations as the Talent and Compensation Committee may establish. Notwithstanding the foregoing, dividends or dividend equivalents (i) shall have the same vesting dates and shall be paid in accordance with the same terms as the Awards to which they relate, (ii) with respect to any Award subject to the achievement of performance criteria, shall not be paid unless and until the relevant performance criteria have been satisfied. Stock options and SARs will not be eligible for dividends and dividend equivalents and (iii) no stock options will be eligible for the payment of dividends or dividend equivalents. The Amended Plan will provide that the Talent and Compensation Committee will make appropriate equitable adjustments to the maximum number of Common Shares available for issuance under the Amended Plan and other limits stated in the Amended Plan, the number and kind of shares covered by outstanding Awards, and the exercise prices and performance measures applicable to outstanding Awards. These changes will be made to reflect changes in our capital structure (including a change in the number of Common Shares outstanding) on account of any share dividend, share split, reverse share split or any similar equity restructuring, or any combination or exchange of equity securities, merger, consolidation, recapitalization, reorganization or similar event, or to the extent necessary to prevent the enlargement or diminution of participants’ rights by reason of any such transaction or event or any extraordinary dividend, divestiture or other distribution (other than ordinary cash dividends) of assets to shareholders, or on account of any change in applicable laws, regulations or accounting principles. These adjustments will be made only to the extent they conform to the requirements of applicable provisions of the Code and other applicable laws and regulations. The Talent and Compensation Committee, in its discretion, may decline to adjust an Award if it determines that the adjustment would violate applicable law or result in adverse tax consequences to the participant or to the Company. Adjustments described in this paragraph are subject to any applicable regulatory approvals. Bausch Health Companies Inc. | 80
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TABLE OF CONTENTS Termination of Service Unless the applicable award agreement provides otherwise or the Talent and Compensation Committee determines otherwise, vesting with respect to an Award will cease upon termination of a participant’s employment or service with the Company, and unvested Awards shall be forfeited upon such termination. In the case of termination for cause, vested awards shall also be forfeited. Change of Control The Amended Plan provides that, unless otherwise set forth in a participant’s award agreement, all Awards that are assumed or substituted in connection with a Change of Control (as defined in the Amended Plan) transaction will become fully vested, exercisable and free of restrictions, and any performance conditions on those Awards will be deemed to be achieved at the target performance level (or at such other level as determined by the Talent and Compensation Committee in its discretion or as specified in the definitive transaction documentation in connection with such Change of Control) if the participant’s employment or service is terminated by the Company without “cause” (as defined in the Amended Plan) or the participant resigns for “good reason” (as defined in the Amended Plan), in each case within 12 months following the Change of Control. In addition, the Amended Plan provides that, TABLE OF CONTENTS
unless otherwise set forth in a participant’s award agreement, all Awards that are not assumed or substituted in connection with the Change of Control transaction will become fully vested (on a pro rata basis), exercisable and free of restrictions and any performance conditions on those Awards will be deemed to be achieved at target (or at such other level as determined by the Talent and Compensation Committee in its discretion or as specified in the definitive transaction documentation in connection with such Change of Control), on a pro rata basis, immediately upon the occurrence of the Change of Control transaction. In addition, in the event of a Change of Control transaction, the Talent and Compensation Committee may, in its discretion, (i) provide that each option and each SAR which may, by its terms, only be settled in Common Shares, will, immediately upon the occurrence of a Change in Control, be deemed to have been exercised on a “net exercise” basis, and (ii) may, in its discretion, except as would otherwise result in adverse tax consequences under Section 409A of the Code, provide that each Award, other than options and SARs will, immediately upon the occurrence of the Change of Control, be cancelled in exchange for a payment in an amount equal to the excess of the consideration paid per Common Share in the Change of Control over the purchase price (if any) per Common Share subject to the Award, multiplied by the number of Common Shares subject to the Award. Additionally, in the event of a Change of Control transaction, the Talent and Compensation Committee may, in its sole discretion, terminate any option or SAR for which the exercise or purchase price is equal to or exceeds the per Common Share value of the consideration to be paid in the Change of Control transaction without payment of consideration. Transferability Except in specific circumstances described in the Amended Plan, Awards granted under the Amended Plan may not be sold, pledged, hypothecated, assigned, margined or otherwise transferred in any manner other than by will or the laws of descent and distribution, unless and until the Common Shares underlying such Award have been issued, and all restrictions applicable to such Common Shares have lapsed or have been waived by the Talent and Compensation Committee. Effective Date and Term Subject to the approval of shareholders that we are seeking at the Annual Meeting, the Amended Plan will be effective as of May 16, 202314, 2024 and will remain in effect until the earlier of (i) the date all Common Shares subject to the Amended Plan have been purchased or acquired or (ii) May 16, 2033.14, 2034. No Awards will be granted under the Amended Plan after such termination date, but Awards granted prior to such termination date shall remain outstanding in accordance with their terms (including the administration, adjustment, and amendment provisions). Amendment and Termination The Amended Plan and any Award may be amended, suspended or terminated at any time by the Board, provided that no amendment will be made without shareholder approval if such shareholder approval is required in order to comply with applicable law or the rules of the NYSE, the rules of the TSX, or any other securities exchange on which the Common Shares are traded or quoted. For instance, Bausch Health Companies Inc. | 81
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TABLE OF CONTENTS the Board may, without shareholder approval but subject to applicable law and the provisions of the Amended Plan, (i) amend the vesting provisions of an Award or of the Amended Plan, (ii) amend the payment provisions of an Award, (iii) cancel or modify outstanding Awards, (iv) waive any restrictions imposed with respect to Awards or the Common Shares issued pursuant to Awards or of the Amended Plan, (v) amend the provisions of the Amended Plan in order to ensure its compliance with applicable securities and tax law as well as the TSX and NYSE rules, (vi) make any amendment of a clerical nature as well as any amendment clarifying any provision of the Amended Plan, (vii) make any adjustment as described above under the heading “Adjustments”, and (viii) suspend or terminate the Amended Plan. Except as may be required to comply with applicable tax law, no termination, suspension or amendment of the plan may adversely affect the right of any participant with respect to a previously granted Award without the participant’s written consent. The Company will obtain shareholder approval for: (i) subject to the Talent and Compensation Committee’s right to make equitable adjustments as mentioned above, a reduction in the exercise price or purchase price of an Award (or the cancellation and re-grant of an Award resulting in a lower exercise price or purchase price); (ii) the extension of the original term of an option over the maximum period of 10 years described above, except if such term occurs during a Blackout Period as described above; (iii) any amendment to remove or to exceed the participation limits described in the Amended Plan or any amendment to the limit of the number of incentive stock options that may be granted under the Amended Plan; (iv) an increase to the maximum number of Common Shares issuable under the TABLE OF CONTENTS
Amended Plan (other than adjustments in accordance with the plan); (v) amendments to the amendment and termination section of the Amended Plan other than amendments of a clerical nature; and (vi) any amendment that permits Awards to be transferable or assignable other than for normal estate settlement purposes or for other purposes not involving the receipt of monetary consideration. No Option and SAR Repricing Except as provided in the section titled “Types of Awards — Adjustments” on page 8880 and without limiting the section titled “Types of Awards — Amendment and Termination” beginning on page 9281, the Talent and Compensation Committee may not, without shareholder approval, seek to effect any re-pricing of any previously granted “underwater” stock option or SAR by: (i) amending or modifying the terms of the stock option or SAR to lower the exercise price; (ii) cancelling the underwater stock option or SAR and granting either (A) replacement stock options or SARs having a lower exercise price or (B) restricted shares, share units, or other share awards in exchange; or (iii) cancelling or repurchasing the underwater stock options or SARs for cash or other securities. A stock option or SAR will be deemed to be “underwater” at any time when the market value of the Common Shares covered by such Award is less than the exercise price of the Award. Clawback Awards under the Amended Plan are subject to our Clawback Policy (adopted February 21, 2017), available onas well as our website at ir.bauschhealth.com (under the tab “Investors” and under the subtab “Corporate Governance - Governance Documents”)Compensation Recoupment Policy (adopted July 20, 2023). In addition, the Talent and Compensation Committee may specify in an award agreement that an Award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, include a termination of employment or service, violation of material policies, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants, or requirements to comply with minimum share ownership requirements, that may apply to the participant, or other conduct by the participant that is detrimental to the business or reputation of the Company and/or its subsidiaries. The Committee will also have full authority to implement any policies and procedures necessary to comply with Section 10D of the Securities Exchange Act of 1934. New Plan Benefits TableCash Awards
The Amended Plan was designedTalent and Compensation Committee may issue awards that are payable in cash, as deemed by the Talent and Compensation Committee as partto be consistent with the purposes of a comprehensive compensation strategy to provide long-term broad-based incentives for employees to contributethe Amended Plan. These cash awards will be subject to the growth of the Companyterms, conditions, restrictions and its subsidiaries. If approvedlimitations determined by the shareholders, participants inTalent and Compensation Committee from time to time. The payment of cash awards may be subject to the achievement of specified performance criteria.
Performance Criteria Awards granted under the Amended Plan willmay be eligible for annual long-term awards which may includesubject to specified performance shares, stock options, restricted stock and share payments (or other Awards permitted undercriteria. Performance criteria are based on the Amended Plan). The level and typesCompany’s attainment of Awards will be fixedperformance measures pre-established by the Talent and Compensation Committee, in light of the participants’ targeted long-term incentive level. The Talent and Compensation Committee may impose additional conditions or restrictions to the vesting of such Awards as it deems appropriate,its sole discretion, including, but not limited to, the achievement of performance goals basedwithout limitation, on one or more business criteria. Awards under the Amended Plan are made at the discretion of the Talentfollowing:
revenues, income before taxes and Compensation Committeeextraordinary items, net income, operating income, earnings before income tax, earnings before interest, taxes, depreciation and are not determinable at this time. Moreover, the ultimate valueamortization, cash flow or a combination of any grants that are made will depend on the valueor all of the underlying Common Shares at the time of settlement, which likewise is not determinable at this time. Please refer to the “Grants of Plan-Based Awards Table” on page 61 to review equity and equity-based awards made to our NEOs in 2022. U.S. Federal Income Tax Consequences of Amended Plan Awards
The following is a brief summary of the principal United States federal income tax consequences of transactions under the Amended Plan, based on current United States federal income tax laws. This summary is not intended to be exhaustive, does not constitute tax advice and, among other things, does not describe state, local or foreign tax consequences, which may be substantially different. In particular, this summary does not address Canadian federal, provincial or territorial income tax consequences, including those applicable to employees resident in or whose employment is exercised in Canada.
Non-Qualified Stock Options
Generally, a participant will not recognize taxable income on the grant or vesting of a non-qualified stock option. Upon the exercise of a non-qualified stock option, a participant will recognize ordinary income in an amount equalforegoing;
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TABLE OF CONTENTS after-tax or pre-tax profits including, without limitation, those attributable to continuing and/or other operations; the difference betweenlevel of the market valueCompany’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of our Common Shares received on the date of exercise and the option cost (number of Common Shares purchased multiplied by the exercise price per Common Share). The Company will ordinarily be entitledeither in absolute terms or as it relates to a deductionprofitability ratio including operating income or EBITA; return on the exercise date equal to the ordinary income recognized by the participant upon exercise.capital employed, return on assets, or return on invested capital; Incentive Stock Optionsafter-tax or pre-tax return on shareholders’ equity;
No taxable income is recognized byeconomic value added targets based on a participantcash flow return on the grant or vesting of an incentive stock option. If a participant exercises an incentive stock option in accordance with its terms and does not dispose of the Common Shares acquired within two years after the date of the grant of the incentive stock option or within one year after the date of exercise, the participant will be entitled to treat any gain related to the exercise of the incentive stock option as capital gain (instead of ordinary income). In this case, the Company will not be entitled to a deduction by reason of the grant or exercise of the incentive stock option, however the excess of investment formula;
the market value over the exercise price of the Common Shares acquired is an item of adjustment in computing alternative minimum taxShares; the market capitalization or enterprise value of the participant. If a participant holds Company, either in amount or relative to industry peers; the Common Shares acquired for at least one year from the exercise date and does not sell or otherwise disposevalue of the Common Shares for at least two years from the grant date, the participant’s gain or loss upon a subsequent sale will be long-term capital gain or loss equal to the difference between the amount realized on the sale and the participant’s basisan investment in the Common Shares acquired. Ifassuming the reinvestment of dividends; the achievement of operating margin targets or other measures of improving profitability; the filing of one or more new drug application(s) (“NDA”) or one or more new drug submission(s) (“NDS”) or the approval of one or more NDA(s) or one or more NDS(s) by the U.S. Food and Drug Administration or the Canadian Therapeutic Products Directorate, as applicable; the achievement of, or progress toward, a participant sellslaunch of one or otherwise disposesmore new drug(s); the achievement of research and development milestones; the achievement of other strategic milestones including, without limitation, the achievement of specific synergy capture and cost savings realization relating to integrations and the successful creation or execution of a restructuring plan for a specific business or function; the successful completion of clinical trial phases; licensing or acquiring new products or product platforms; acquisition or divestiture of products or business; the entering into new, or exiting from existing, geographic markets or industry segments; or the attainment of a certain level of, reduction of, or other specified objectives with regard to limiting the level in or increase in, all or a portion of controllable expenses or costs or other expenses or costs For purposes of the Common Shares acquired without satisfyingfirst item above, “extraordinary items” includes all items of gain, loss or expense for the required minimum holding period, such “disqualifying disposition” will give risefiscal year determined to ordinary income equalbe extraordinary or unusual in nature or infrequent in occurrence or related to a corporate transaction, restructuring, or related to a change in accounting principles. Each financial metric above may be on a business unit, geographic segment, total company, or per-share basis, and on a GAAP or non-GAAP adjusted basis. The performance criteria may be based upon the attainment of specified levels of performance under one or more of the measures described above relative to the excessperformance of other entities. The Talent and Compensation Committee may designate additional business criteria on which the performance criteria may be based or adjust, modify or amend the previously mentioned business criteria, including to take into account actions approved by the Board or a committee thereof that affect the achievement of the market valueoriginal performance criteria. Performance criteria may include a threshold level of performance below which no Award will be earned, a level of performance at which the Common Shares acquired ontarget amount of an Award will be earned and a level of performance at which the exercise date (or, if less, the amount realized upon disqualifying disposition) over the participant’s tax basis in the Common Shares acquired. The Company will ordinarily be entitled to a deduction equal to themaximum amount of the ordinary income resulting from a disqualifying disposition. Share Appreciation Rights
Generally, a participantAward will not recognize taxable income uponbe earned. The Talent and Compensation Committee shall make appropriate equitable adjustments to the grantperformance criteria in recognition of unusual or vestingnon-recurring events affecting us or our financial statements, in response to changes in applicable laws or regulations, including changes in generally accepted accounting principles, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a SAR, but will recognize ordinary income upon the exercisesegment of a SAR in an amount equal to the cash amount received upon exercise (if the SAR is cash-settled)business or the difference between the market value of our Common Shares received from the exercise of the SAR and the amount, if any, paid by the participant in connection with the exercise of the SAR. The participant will recognize ordinary income upon the exercise of a SAR regardless of whether our Common Shares acquired upon the exercise of the SAR are subject to further restrictions on sale or transferability. The participant’s basis in the Common Shares will be equal to the ordinary income attributable to the exercise and the amount, if any, paid in connection with the exercise of the SAR. The participant’s holding period for Common Shares acquired pursuant to the exercise of a SAR begins on the exercise date. Upon the exercise of a SAR, the Company will ordinarily be entitledrelated to a deductionchange in the amount of the ordinary income recognized by the participant.
Restricted Shares
A participant generally will not be taxed at the time of a restricted share award but will recognize taxable income when the award vests or otherwise is no longer subject to a substantial risk of forfeiture. The amount of taxable income will be the market value of the Common Shares at that time.
Participants may elect to be taxed at the time of grant by making an election under Section 83(b) of the Code within 30 days of the award date. If a restricted share award subject to the Section 83(b) election is subsequently canceled, no deduction will be allowed for the amount previously recognizedaccounting principles, as income, and no tax previously paid will be refunded. Unless a participant makes a Section 83(b) election, dividends paid to a participant on Common Shares of an unvested restricted share award will be taxable to the participant as ordinary income. If the participant made a Section 83(b) election, the dividends will be taxable to the participant as dividend income.
The Company will ordinarily be entitled to a deduction at the same time and in the same amounts as the ordinary income recognized by the participant. Unless a participant has made a Section 83(b) election, the Company will also be entitled to a deduction, for federal income tax purposes, for dividends paid on restricted share awards.
Deferred Shares
A participant will generally not recognize taxable income on a deferred share award until Common Shares subject to the award are distributed. The amount of this ordinary income will be the market value of our Common Shares at the time of distribution. Any dividend equivalents paid on deferred share awards are taxable as ordinary income when paid to the participant.applicable.
94Bausch Health Companies Inc. | 79
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TABLE OF CONTENTS Deferrals The Company will ordinarily be entitledTalent and Compensation Committee may postpone the exercise of Awards, or the issuance or delivery of Common Shares or cash pursuant to any Award for such periods and upon such terms and conditions as the Talent and Compensation Committee determines. In addition, the Talent and Compensation Committee may determine that all or a portion of a payment to a deduction atparticipant, whether in cash and/or Common Shares, will be deferred in order to prevent the same time and in the same amounts as the ordinary income recognized by the participant. The Company will also be entitled toor any subsidiary from being denied a deduction, forU.S. federal income tax purposes, on any dividend equivalent payments madededuction with respect to an award granted under the Amended Plan. Notwithstanding this authority, the Talent and Compensation Committee will not postpone the exercise or delivery of shares or cash payable in respect of Awards constituting deferred compensation under Section 409A of the Code, where such postponement will cause the imposition of additional taxes under Section 409A of the Code. Section 409A of the Code provides rules that govern the manner in which compensation of various types may be deferred and imposes taxes upon compensation that is improperly deferred or accelerated. Blackout Periods The Amended Plan provides that, to the participant. Share Units
Awardsextent applicable, (i) if the expiration of the term of options or SARs awarded under the Amended Plan occurs during a period self-imposed by the Company in accordance with TSX rules during which a participant is prohibited from trading in the Company’s securities (a “Blackout Period”), such term will be extended until the tenth business day after the end of such Blackout Period, and (ii) if share units are treated, for federal income tax purposes,to be delivered during a Blackout Period, the Talent and Compensation Committee may, in substantiallyits discretion, determine that Common Shares subject to such share units will instead be delivered as soon as practicable after the end of such Blackout Period, in each case subject to compliance with Section 409A of the Code, if applicable.
Dividends and Dividend Equivalents The Talent and Compensation Committee may provide that Share Units and/or Share Awards shall earn dividends or dividend equivalents, as applicable, subject to such terms, conditions, restrictions and limitations as the Talent and Compensation Committee may establish. Notwithstanding the foregoing, dividends or dividend equivalents (i) shall have the same mannervesting dates and shall be paid in accordance with the same terms as deferredthe Awards to which they relate, (ii) with respect to any Award subject to the achievement of performance criteria, shall not be paid unless and until the relevant performance criteria have been satisfied. Stock options and SARs will not be eligible for dividends and dividend equivalents and (iii) no stock options will be eligible for the payment of dividends or dividend equivalents. The Amended Plan will provide that the Talent and Compensation Committee will make appropriate equitable adjustments to the maximum number of Common Shares available for issuance under the Amended Plan and other limits stated in the Amended Plan, the number and kind of shares covered by outstanding Awards, and the exercise prices and performance measures applicable to outstanding Awards. These changes will be made to reflect changes in our capital structure (including a change in the number of Common Shares outstanding) on account of any share awards.dividend, share split, reverse share split or any similar equity restructuring, or any combination or exchange of equity securities, merger, consolidation, recapitalization, reorganization or similar event, or to the extent necessary to prevent the enlargement or diminution of participants’ rights by reason of any such transaction or event or any extraordinary dividend, divestiture or other distribution (other than ordinary cash dividends) of assets to shareholders, or on account of any change in applicable laws, regulations or accounting principles. These adjustments will be made only to the extent they conform to the requirements of applicable provisions of the Code and other applicable laws and regulations. The Talent and Compensation Committee, in its discretion, may decline to adjust an Award if it determines that the adjustment would violate applicable law or result in adverse tax consequences to the participant or to the Company. Adjustments described in this paragraph are subject to any applicable regulatory approvals. ShareBausch Health Companies Inc. | 80
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TABLE OF CONTENTS Termination of Service Unless the applicable award agreement provides otherwise or the Talent and Compensation Committee determines otherwise, vesting with respect to an Award will cease upon termination of a participant’s employment or service with the Company, and unvested Awards shall be forfeited upon such termination. In the case of termination for cause, vested awards shall also be forfeited. AChange of Control
The Amended Plan provides that, unless otherwise set forth in a participant’s award agreement, all Awards that are assumed or substituted in connection with a Change of Control (as defined in the Amended Plan) transaction will become fully vested, exercisable and free of restrictions, and any performance conditions on those Awards will be deemed to be achieved at the target performance level (or at such other level as determined by the Talent and Compensation Committee in its discretion or as specified in the definitive transaction documentation in connection with such Change of Control) if the participant’s employment or service is terminated by the Company without “cause” (as defined in the Amended Plan) or the participant resigns for “good reason” (as defined in the Amended Plan), in each case within 12 months following the Change of Control. In addition, the Amended Plan provides that, unless otherwise set forth in a participant’s award agreement, all Awards that are not assumed or substituted in connection with the Change of Control transaction will generally recognize taxable incomebecome fully vested (on a pro rata basis), exercisable and free of restrictions and any performance conditions on those Awards will be deemed to be achieved at target (or at such other level as determined by the grantTalent and Compensation Committee in its discretion or as specified in the definitive transaction documentation in connection with such Change of unrestrictedControl), on a pro rata basis, immediately upon the occurrence of the Change of Control transaction. In addition, in the event of a Change of Control transaction, the Talent and Compensation Committee may, in its discretion, (i) provide that each option and each SAR which may, by its terms, only be settled in Common Shares, will, immediately upon the occurrence of a Change in Control, be deemed to have been exercised on a “net exercise” basis, and (ii) may, in its discretion, except as would otherwise result in adverse tax consequences under Section 409A of the Code, provide that each Award, other than options and SARs will, immediately upon the occurrence of the Change of Control, be cancelled in exchange for a payment in an amount equal to the excess of the consideration paid per Common Share in the Change of Control over the purchase price (if any) per Common Share subject to the Award, multiplied by the number of Common Shares subject to the Award. Additionally, in the event of a Change of Control transaction, the Talent and Compensation Committee may, in its sole discretion, terminate any option or SAR for which the exercise or purchase price is equal to or exceeds the per Common Share value of the consideration to be paid in the Change of Control transaction without payment of consideration. Transferability Except in specific circumstances described in the Amended Plan, Awards granted under the Amended Plan may not be sold, pledged, hypothecated, assigned, margined or otherwise transferred in any manner other than by will or the laws of descent and distribution, unless and until the Common Shares underlying such Award have been issued, and all restrictions applicable to such Common Shares have lapsed or have been waived by the Talent and Compensation Committee. Effective Date and Term Subject to the approval of shareholders that we are seeking at the Annual Meeting, the Amended Plan will be effective as of May 14, 2024 and will remain in effect until the earlier of (i) the date all Common Shares subject to the Amended Plan have been purchased or acquired or (ii) May 14, 2034. No Awards will be granted under the Amended Plan after such termination date, but Awards granted prior to such termination date shall remain outstanding in accordance with their terms (including the administration, adjustment, and amendment provisions). Amendment and Termination The Amended Plan and any Award may be amended, suspended or terminated at any time by the Board, provided that no amendment will be made without shareholder approval if such shareholder approval is required in order to comply with applicable law or the rules of the NYSE, the rules of the TSX, or any other securities exchange on which the Common Shares are traded or quoted. For instance, Bausch Health Companies Inc. | 81
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TABLE OF CONTENTS the Board may, without shareholder approval but subject to applicable law and the provisions of the Amended Plan, (i) amend the vesting provisions of an Award or of the Amended Plan, (ii) amend the payment provisions of an Award, (iii) cancel or modify outstanding Awards, (iv) waive any restrictions imposed with respect to Awards or the Common Shares issued pursuant to Awards or of the Amended Plan, (v) amend the provisions of the Amended Plan in order to ensure its compliance with applicable securities and tax law as well as the TSX and NYSE rules, (vi) make any amendment of a clerical nature as well as any amendment clarifying any provision of the Amended Plan, (vii) make any adjustment as described above under the heading “Adjustments”, and (viii) suspend or terminate the Amended Plan. Except as may be required to comply with applicable tax law, no termination, suspension or amendment of the plan may adversely affect the right of any participant with respect to a previously granted Award without the participant’s written consent. The Company will obtain shareholder approval for: (i) subject to the Talent and Compensation Committee’s right to make equitable adjustments as mentioned above, a reduction in the exercise price or purchase price of an Award (or the cancellation and re-grant of an Award resulting in a lower exercise price or purchase price); (ii) the extension of the original term of an option over the maximum period of 10 years described above, except if such term occurs during a Blackout Period as described above; (iii) any amendment to remove or to exceed the participation limits described in the Amended Plan or any amendment to the limit of the number of incentive stock options that may be granted under the Amended Plan; (iv) an increase to the maximum number of Common Shares issuable under the Amended Plan (other than adjustments in accordance with the plan); (v) amendments to the amendment and termination section of the Amended Plan other than amendments of a clerical nature; and (vi) any amendment that permits Awards to be transferable or assignable other than for normal estate settlement purposes or for other purposes not involving the receipt of monetary consideration. No Option and SAR Repricing Except as provided in the section titled “Types of Awards — Adjustments” on page 80 and without limiting the section titled “Types of Awards — Amendment and Termination” beginning on page 81, the Talent and Compensation Committee may not, without shareholder approval, seek to effect any re-pricing of any previously granted “underwater” stock option or SAR by: (i) amending or modifying the terms of the stock option or SAR to lower the exercise price; (ii) cancelling the underwater stock option or SAR and granting either (A) replacement stock options or SARs having a lower exercise price or (B) restricted shares, share units, or other share awards in exchange; or (iii) cancelling or repurchasing the underwater stock options or SARs for cash or other securities. A stock option or SAR will be deemed to be “underwater” at any time when the market value of the Common Shares oncovered by such Award is less than the grant date. The Companyexercise price of the Award. Clawback Awards under the Amended Plan are subject to our Clawback Policy (adopted February 21, 2017), as well as our Compensation Recoupment Policy (adopted July 20, 2023). In addition, the Talent and Compensation Committee may specify in an award agreement that an Award will ordinarily be entitledsubject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, include a deduction attermination of employment or service, violation of material policies, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants, or requirements to comply with minimum share ownership requirements, that may apply to the same time and in the same amounts as the ordinary income recognizedparticipant, or other conduct by the participant. Withholding
Toparticipant that is detrimental to the extent required by law,business or reputation of the Company will withhold from any amount paid in settlement of an Award amounts of withholding and other taxes due and/or take other action as the Company deems advisable to enable the Company and the participant to satisfy withholding and tax obligations related to any Awards (including by providing for tax withholding obligations due in respect of an Award to be satisfied by “net settlement” or by “sell-to-cover”).its subsidiaries.
Cash Awards The Talent and Compensation Committee may issue awards that are payable in cash, as deemed by the Talent and Compensation Committee to be consistent with the purposes of the Amended Plan. These cash awards will be subject to the terms, conditions, restrictions and limitations determined by the Talent and Compensation Committee from time to time. The payment of cash awards may be subject to the achievement of specified performance criteria. Performance Criteria Awards granted under the Amended Plan may be subject to specified performance criteria. Performance criteria are based on the Company’s attainment of performance measures pre-established by the Talent and Compensation Committee, in its sole discretion, including, without limitation, on one or more of the following: revenues, income before taxes and extraordinary items, net income, operating income, earnings before income tax, earnings before interest, taxes, depreciation and amortization, cash flow or a combination of any or all of the foregoing; Bausch Health Companies Inc. | 78
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TABLE OF CONTENTS after-tax or pre-tax profits including, without limitation, those attributable to continuing and/or other operations; the level of the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company either in absolute terms or as it relates to a profitability ratio including operating income or EBITA; return on capital employed, return on assets, or return on invested capital; after-tax or pre-tax return on shareholders’ equity; economic value added targets based on a cash flow return on investment formula; the market price of the Common Shares; the market capitalization or enterprise value of the Company, either in amount or relative to industry peers; the value of an investment in the Common Shares assuming the reinvestment of dividends; the achievement of operating margin targets or other measures of improving profitability; the filing of one or more new drug application(s) (“NDA”) or one or more new drug submission(s) (“NDS”) or the approval of one or more NDA(s) or one or more NDS(s) by the U.S. Food and Drug Administration or the Canadian Therapeutic Products Directorate, as applicable; the achievement of, or progress toward, a launch of one or more new drug(s); the achievement of research and development milestones; the achievement of other strategic milestones including, without limitation, the achievement of specific synergy capture and cost savings realization relating to integrations and the successful creation or execution of a restructuring plan for a specific business or function; the successful completion of clinical trial phases; licensing or acquiring new products or product platforms; acquisition or divestiture of products or business; the entering into new, or exiting from existing, geographic markets or industry segments; or the attainment of a certain level of, reduction of, or other specified objectives with regard to limiting the level in or increase in, all or a portion of controllable expenses or costs or other expenses or costs For purposes of the first item above, “extraordinary items” includes all items of gain, loss or expense for the fiscal year determined to be extraordinary or unusual in nature or infrequent in occurrence or related to a corporate transaction, restructuring, or related to a change in accounting principles. Each financial metric above may be on a business unit, geographic segment, total company, or per-share basis, and on a GAAP or non-GAAP adjusted basis. The performance criteria may be based upon the attainment of specified levels of performance under one or more of the measures described above relative to the performance of other entities. The Talent and Compensation Committee may designate additional business criteria on which the performance criteria may be based or adjust, modify or amend the previously mentioned business criteria, including to take into account actions approved by the Board or a committee thereof that affect the achievement of the original performance criteria. Performance criteria may include a threshold level of performance below which no Award will be earned, a level of performance at which the target amount of an Award will be earned and a level of performance at which the maximum amount of the Award will be earned. The Talent and Compensation Committee shall make appropriate equitable adjustments to the performance criteria in recognition of unusual or non-recurring events affecting us or our financial statements, in response to changes in applicable laws or regulations, including changes in generally accepted accounting principles, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles, as applicable. Bausch Health Companies Inc. | 79
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TABLE OF CONTENTS Deferrals The Talent and Compensation Committee may postpone the exercise of Awards, or the issuance or delivery of Common Shares or cash pursuant to any Award for such periods and upon such terms and conditions as the Talent and Compensation Committee determines. In addition, the Talent and Compensation Committee may determine that all or a portion of a payment to a participant, whether in cash and/or Common Shares, will be deferred in order to prevent the Company or any subsidiary from being denied a U.S. federal income tax deduction with respect to an award granted under the Amended Plan. Notwithstanding this authority, the Talent and Compensation Committee will not postpone the exercise or delivery of shares or cash payable in respect of Awards constituting deferred compensation under Section 409A of the Code, where such postponement will cause the imposition of additional taxes under Section 409A of the Code. Section 409A of the Code provides rules that govern the manner in which compensation of various types may be deferred and imposes taxes upon compensation that is improperly deferred or accelerated. Blackout Periods The Amended Plan provides that, to the extent applicable, (i) if the expiration of the term of options or SARs awarded under the Amended Plan occurs during a period self-imposed by the Company in accordance with TSX rules during which a participant is prohibited from trading in the Company’s securities (a “Blackout Period”), such term will be extended until the tenth business day after the end of such Blackout Period, and (ii) if share units are to be delivered during a Blackout Period, the Talent and Compensation Committee may, in its discretion, determine that Common Shares subject to such share units will instead be delivered as soon as practicable after the end of such Blackout Period, in each case subject to compliance with Section 409A of the Code, if applicable. Dividends and Dividend Equivalents The Talent and Compensation Committee may provide that Share Units and/or Share Awards shall earn dividends or dividend equivalents, as applicable, subject to such terms, conditions, restrictions and limitations as the Talent and Compensation Committee may establish. Notwithstanding the foregoing, dividends or dividend equivalents (i) shall have the same vesting dates and shall be paid in accordance with the same terms as the Awards to which they relate, (ii) with respect to any Award subject to the achievement of performance criteria, shall not be paid unless and until the relevant performance criteria have been satisfied. Stock options and SARs will not be eligible for dividends and dividend equivalents and (iii) no stock options will be eligible for the payment of dividends or dividend equivalents. The Amended Plan will provide that the Talent and Compensation Committee will make appropriate equitable adjustments to the maximum number of Common Shares available for issuance under the Amended Plan and other limits stated in the Amended Plan, the number and kind of shares covered by outstanding Awards, and the exercise prices and performance measures applicable to outstanding Awards. These changes will be made to reflect changes in our capital structure (including a change in the number of Common Shares outstanding) on account of any share dividend, share split, reverse share split or any similar equity restructuring, or any combination or exchange of equity securities, merger, consolidation, recapitalization, reorganization or similar event, or to the extent necessary to prevent the enlargement or diminution of participants’ rights by reason of any such transaction or event or any extraordinary dividend, divestiture or other distribution (other than ordinary cash dividends) of assets to shareholders, or on account of any change in applicable laws, regulations or accounting principles. These adjustments will be made only to the extent they conform to the requirements of applicable provisions of the Code and other applicable laws and regulations. The Talent and Compensation Committee, in its discretion, may decline to adjust an Award if it determines that the adjustment would violate applicable law or result in adverse tax consequences to the participant or to the Company. Adjustments described in this paragraph are subject to any applicable regulatory approvals. Bausch Health Companies Inc. | 80
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TABLE OF CONTENTS Termination of Service Unless the applicable award agreement provides otherwise or the Talent and Compensation Committee determines otherwise, vesting with respect to an Award will cease upon termination of a participant’s employment or service with the Company, and unvested Awards shall be forfeited upon such termination. In the case of termination for cause, vested awards shall also be forfeited. Change of Control The Amended Plan provides that, unless otherwise set forth in a participant’s award agreement, all Awards that are assumed or substituted in connection with a Change of Control (as defined in the Amended Plan) transaction will become fully vested, exercisable and free of restrictions, and any performance conditions on those Awards will be deemed to be achieved at the target performance level (or at such other level as determined by the Talent and Compensation Committee in its discretion or as specified in the definitive transaction documentation in connection with such Change of Control) if the participant’s employment or service is terminated by the Company without “cause” (as defined in the Amended Plan) or the participant resigns for “good reason” (as defined in the Amended Plan), in each case within 12 months following the Change of Control. In addition, the Amended Plan provides that, unless otherwise set forth in a participant’s award agreement, all Awards that are not assumed or substituted in connection with the Change of Control transaction will become fully vested (on a pro rata basis), exercisable and free of restrictions and any performance conditions on those Awards will be deemed to be achieved at target (or at such other level as determined by the Talent and Compensation Committee in its discretion or as specified in the definitive transaction documentation in connection with such Change of Control), on a pro rata basis, immediately upon the occurrence of the Change of Control transaction. In addition, in the event of a Change of Control transaction, the Talent and Compensation Committee may, in its discretion, (i) provide that each option and each SAR which may, by its terms, only be settled in Common Shares, will, immediately upon the occurrence of a Change in Control, be deemed to have been exercised on a “net exercise” basis, and (ii) may, in its discretion, except as would otherwise result in adverse tax consequences under Section 409A of the Code, provide that each Award, other than options and SARs will, immediately upon the occurrence of the Change of Control, be cancelled in exchange for a payment in an amount equal to the excess of the consideration paid per Common Share in the Change of Control over the purchase price (if any) per Common Share subject to the Award, multiplied by the number of Common Shares subject to the Award. Additionally, in the event of a Change of Control transaction, the Talent and Compensation Committee may, in its sole discretion, terminate any option or SAR for which the exercise or purchase price is equal to or exceeds the per Common Share value of the consideration to be paid in the Change of Control transaction without payment of consideration. Transferability Except in specific circumstances described in the Amended Plan, Awards granted under the Amended Plan may not be sold, pledged, hypothecated, assigned, margined or otherwise transferred in any manner other than by will or the laws of descent and distribution, unless and until the Common Shares underlying such Award have been issued, and all restrictions applicable to such Common Shares have lapsed or have been waived by the Talent and Compensation Committee. Effective Date and Term Subject to the approval of shareholders that we are seeking at the Annual Meeting, the Amended Plan will be effective as of May 14, 2024 and will remain in effect until the earlier of (i) the date all Common Shares subject to the Amended Plan have been purchased or acquired or (ii) May 14, 2034. No Awards will be granted under the Amended Plan after such termination date, but Awards granted prior to such termination date shall remain outstanding in accordance with their terms (including the administration, adjustment, and amendment provisions). Amendment and Termination The Amended Plan and any Award may be amended, suspended or terminated at any time by the Board, provided that no amendment will be made without shareholder approval if such shareholder approval is required in order to comply with applicable law or the rules of the NYSE, the rules of the TSX, or any other securities exchange on which the Common Shares are traded or quoted. For instance, Bausch Health Companies Inc. | 81
| 2024 Proxy Statement |
TABLE OF CONTENTS the Board may, without shareholder approval but subject to applicable law and the provisions of the Amended Plan, (i) amend the vesting provisions of an Award or of the Amended Plan, (ii) amend the payment provisions of an Award, (iii) cancel or modify outstanding Awards, (iv) waive any restrictions imposed with respect to Awards or the Common Shares issued pursuant to Awards or of the Amended Plan, (v) amend the provisions of the Amended Plan in order to ensure its compliance with applicable securities and tax law as well as the TSX and NYSE rules, (vi) make any amendment of a clerical nature as well as any amendment clarifying any provision of the Amended Plan, (vii) make any adjustment as described above under the heading “Adjustments”, and (viii) suspend or terminate the Amended Plan. Except as may be required to comply with applicable tax law, no termination, suspension or amendment of the plan may adversely affect the right of any participant with respect to a previously granted Award without the participant’s written consent. The Company will obtain shareholder approval for: (i) subject to the Talent and Compensation Committee’s right to make equitable adjustments as mentioned above, a reduction in the exercise price or purchase price of an Award (or the cancellation and re-grant of an Award resulting in a lower exercise price or purchase price); (ii) the extension of the original term of an option over the maximum period of 10 years described above, except if such term occurs during a Blackout Period as described above; (iii) any amendment to remove or to exceed the participation limits described in the Amended Plan or any amendment to the limit of the number of incentive stock options that may be granted under the Amended Plan; (iv) an increase to the maximum number of Common Shares issuable under the Amended Plan (other than adjustments in accordance with the plan); (v) amendments to the amendment and termination section of the Amended Plan other than amendments of a clerical nature; and (vi) any amendment that permits Awards to be transferable or assignable other than for normal estate settlement purposes or for other purposes not involving the receipt of monetary consideration. No Option and SAR Repricing Except as provided in the section titled “Types of Awards — Adjustments” on page 80 and without limiting the section titled “Types of Awards — Amendment and Termination” beginning on page 81, the Talent and Compensation Committee may not, without shareholder approval, seek to effect any re-pricing of any previously granted “underwater” stock option or SAR by: (i) amending or modifying the terms of the stock option or SAR to lower the exercise price; (ii) cancelling the underwater stock option or SAR and granting either (A) replacement stock options or SARs having a lower exercise price or (B) restricted shares, share units, or other share awards in exchange; or (iii) cancelling or repurchasing the underwater stock options or SARs for cash or other securities. A stock option or SAR will be deemed to be “underwater” at any time when the market value of the Common Shares covered by such Award is less than the exercise price of the Award. Clawback Awards under the Amended Plan are subject to our Clawback Policy (adopted February 21, 2017), as well as our Compensation Recoupment Policy (adopted July 20, 2023). In addition, the Talent and Compensation Committee may specify in an award agreement that an Award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, include a termination of employment or service, violation of material policies, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants, or requirements to comply with minimum share ownership requirements, that may apply to the participant, or other conduct by the participant that is detrimental to the business or reputation of the Company and/or its subsidiaries. New Plan Benefits Table The Amended Plan was designed by the Talent and Compensation Committee, as part of a comprehensive compensation strategy to provide long-term broad-based incentives for employees to contribute to the growth of the Company and its subsidiaries. If approved by the shareholders, participants in the Amended Plan will be eligible for annual long-term awards which may include performance shares, stock options, restricted stock and share payments (or other Awards permitted under the Amended Plan). The level and types of Awards will be fixed by the Talent and Compensation Committee in light of the participants’ targeted long-term incentive level. The Talent and Compensation Committee may impose additional conditions or restrictions to the vesting of such Awards as it deems appropriate, including, but not limited to, the achievement of performance goals based on one or more business criteria. Awards under Bausch Health Companies Inc. | 82
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TABLE OF CONTENTS the Amended Plan are made at the discretion of the Talent and Compensation Committee and are not determinable at this time. Moreover, the ultimate value of any grants that are made will depend on the value of the underlying Common Shares at the time of settlement, which likewise is not determinable at this time. Please refer to the “Grants of Plan-Based Awards Table” on page 57 to review equity and equity-based awards made to our NEOs in 2023. U.S. Federal Income Tax Consequences of Amended Plan Awards The following is a brief summary of the principal United States federal income tax consequences of transactions under the Amended Plan, based on current United States federal income tax laws. This summary is not intended to be exhaustive, does not constitute tax advice and, among other things, does not describe state, local or foreign tax consequences, which may be substantially different. In particular, this summary does not address Canadian federal, provincial or territorial income tax consequences, including those applicable to employees resident in or whose employment is exercised in Canada. Non-Qualified Stock Options Generally, a participant will not recognize taxable income on the grant or vesting of a non-qualified stock option. Upon the exercise of a non-qualified stock option, a participant will recognize ordinary income in an amount equal to the difference between the market value of our Common Shares received on the date of exercise and the option cost (number of Common Shares purchased multiplied by the exercise price per Common Share). The Company will ordinarily be entitled to a deduction on the exercise date equal to the ordinary income recognized by the participant upon exercise. No taxable income is recognized by a participant on the grant or vesting of an incentive stock option. If a participant exercises an incentive stock option in accordance with its terms and does not dispose of the Common Shares acquired within two years after the date of the grant of the incentive stock option or within one year after the date of exercise, the participant will be entitled to treat any gain related to the exercise of the incentive stock option as capital gain (instead of ordinary income). In this case, the Company will not be entitled to a deduction by reason of the grant or exercise of the incentive stock option, however the excess of the market value over the exercise price of the Common Shares acquired is an item of adjustment in computing alternative minimum tax of the participant. If a participant holds the Common Shares acquired for at least one year from the exercise date and does not sell or otherwise dispose of the Common Shares for at least two years from the grant date, the participant’s gain or loss upon a subsequent sale will be long-term capital gain or loss equal to the difference between the amount realized on the sale and the participant’s basis in the Common Shares acquired. If a participant sells or otherwise disposes of the Common Shares acquired without satisfying the required minimum holding period, such “disqualifying disposition” will give rise to ordinary income equal to the excess of the market value of the Common Shares acquired on the exercise date (or, if less, the amount realized upon disqualifying disposition) over the participant’s tax basis in the Common Shares acquired. The Company will ordinarily be entitled to a deduction equal to the amount of the ordinary income resulting from a disqualifying disposition. Share Appreciation Rights Generally, a participant will not recognize taxable income upon the grant or vesting of a SAR, but will recognize ordinary income upon the exercise of a SAR in an amount equal to the cash amount received upon exercise (if the SAR is cash-settled) or the difference between the market value of our Common Shares received from the exercise of the SAR and the amount, if any, paid by the participant in connection with the exercise of the SAR. The participant will recognize ordinary income upon the exercise of a SAR regardless of whether our Common Shares acquired upon the exercise of the SAR are subject to further restrictions on sale or transferability. The participant’s basis in the Common Shares will be equal to the ordinary income attributable to the exercise and the amount, if any, paid in connection with the exercise of the SAR. The participant’s holding period for Common Shares acquired pursuant to the exercise of a SAR begins on the exercise date. Upon the exercise of a SAR, the Company will ordinarily be entitled to a deduction in the amount of the ordinary income recognized by the participant. Bausch Health Companies Inc. | 83
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TABLE OF CONTENTS Restricted Shares A participant generally will not be taxed at the time of a restricted share award but will recognize taxable income when the award vests or otherwise is no longer subject to a substantial risk of forfeiture. The amount of taxable income will be the market value of the Common Shares at that time. Participants may elect to be taxed at the time of grant by making an election under Section 83(b) of the Code within 30 days of the award date. If a restricted share award subject to the Section 83(b) election is subsequently canceled, no deduction will be allowed for the amount previously recognized as income, and no tax previously paid will be refunded. Unless a participant makes a Section 83(b) election, dividends paid to a participant on Common Shares of an unvested restricted share award will be taxable to the participant as ordinary income. If the participant made a Section 83(b) election, the dividends will be taxable to the participant as dividend income. The Company will ordinarily be entitled to a deduction at the same time and in the same amounts as the ordinary income recognized by the participant. Unless a participant has made a Section 83(b) election, the Company will also be entitled to a deduction, for federal income tax purposes, for dividends paid on restricted share awards. Deferred Shares A participant will generally not recognize taxable income on a deferred share award until Common Shares subject to the award are distributed. The amount of this ordinary income will be the market value of our Common Shares at the time of distribution. Any dividend equivalents paid on deferred share awards are taxable as ordinary income when paid to the participant. The Company will ordinarily be entitled to a deduction at the same time and in the same amounts as the ordinary income recognized by the participant. The Company will also be entitled to a deduction, for federal income tax purposes, on any dividend equivalent payments made to the participant. Share Units Awards of share units are treated, for federal income tax purposes, in substantially the same manner as deferred share awards. Share Awards A participant will generally recognize taxable income on the grant of unrestricted Common Shares, in an amount equal to the market value of the Common Shares on the grant date. The Company will ordinarily be entitled to a deduction at the same time and in the same amounts as the ordinary income recognized by the participant. Withholding To the extent required by law, the Company will withhold from any amount paid in settlement of an Award amounts of withholding and other taxes due or take other action as the Company deems advisable to enable the Company and the participant to satisfy withholding and tax obligations related to any Awards (including by providing for tax withholding obligations due in respect of an Award to be satisfied by “net settlement” or by “sell-to-cover”). Cash Awards A participant will generally recognize taxable income upon the payment of a cash award, in an amount equal to the amount of the cash received. The Company will ordinarily be entitled to a deduction at the same time and in the same amounts as the ordinary income recognized by the participant. Registration with the SEC If our shareholders approve the amendment to the Amended Plan, we plan to file with the SEC, as soon as reasonably practicable after such approval, an amendment to the Registration Statement on Form S-8 relating to the additional shares available for issuance under the Amended Plan. Bausch Health Companies Inc. | 84
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TABLE OF CONTENTS Equity Compensation Plan Information For the information required by Item 201(d) of Regulation S-K under the Securities Exchange Act of 1934, see “Equity Compensation Plan Information” on page 7668. 95Bausch Health Companies Inc. | 85
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TABLE OF CONTENTS The Audit and Risk Committee recommended to the Board that PwC be put before the shareholders at the Meeting for appointment as our auditor to serve until the close of the 20242025 Annual Meeting of Shareholders. The Board has accepted and endorsed this recommendation. Under the BCBCA, at each annual meeting of shareholders, shareholders of a corporation appoint, by a majority of votes cast in respect of that proposal, an auditor to hold office until the close of the next annual meeting of shareholders. Notwithstanding the foregoing, if an auditor is not appointed at a meeting of shareholders, the incumbent auditor continues in office until a successor is appointed. PwC currently serves as auditor of the Company and, therefore, shall continue to serve as the Company’s auditor in the event that this proposal is not adopted by the shareholders. Representatives of PwC will be present at the Meeting and will have an opportunity to make a statement if desired. Further, the representatives will be available to respond to appropriate shareholder questions submitted in the manner described under “Attending the Meeting — How do I ask a question at the Meeting?” on page 392. A simple majority of votes cast at the Annual Meeting, whether virtually, or by proxy or otherwise, will be required to appoint PwC. You may either vote “For” the appointment of PwC or “Withhold” your vote with respect to such appointment. If you vote “For” the appointment of PwC, your Common Shares will be voted accordingly. If you select “Withhold” with respect to the appointment of PwC, your vote will not be counted as a vote cast for the purposes of appointing PwC. As a shareholder of the Company, you are invited to vote with respect to the appointment of PwC as the auditor for the Company to hold office until the close of the 20242025 Annual Meeting of Shareholders and to authorize the Board to fix the auditor’s remuneration through the following resolution: Resolved, that the shareholders hereby appoint PwC as auditor for the Company to hold office until the close of the 20242025 Annual Meeting of Shareholders and the Board of Directors of the Company is hereby authorized to fix the auditor’s remuneration. The Board recommends that the shareholders vote FOR Proposal No. 54 96Bausch Health Companies Inc. | 86
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TABLE OF CONTENTS For fiscal years ended December 31, 20222023 and December 31, 2021,2022, PwC was our appointed auditor. Principal Auditor fee includesfees include fees paid to PwC and affiliated PwC network firms through the world. The table below summarizes the fees (expressed in thousands of U.S. Dollars) paid by the Company and its consolidated subsidiaries to PwC during 20222023 and 2021.2022. Audit Fees | | | 19,581 | | | 81 | | | 14,138 | | | 39 | Audit-Related Fees(1) | | | 2,660 | | | 11 | | | 20,535 | | | 57 | Tax Fees(2) | | | 1,924 | | | 8 | | | 1,598 | | | 4 | All Other Fees(3) | | | 48 | | | * | | | 52 | | | * | Total | | | 24,213 | | | 100 | | | 36,323 | | | 100 |
| Audit Fees | | | 22,830 | | | 89 | | | 19,581 | | | 81 | | | Audit-Related Fees(1) | | | 35 | | | * | | | 2,660 | | | 11 | | | Tax Fees(2) | | | 2,682 | | | 11 | | | 1,924 | | | 8 | | | All Other Fees(3) | | | 45 | | | * | | | 48 | | | * | | | Total | | | 25,592 | | | 100 | | | 24,213 | | | 100 | |
(1)
| Audit-relatedIn 2023, audit-related services were generally related to audits of financial statements prepared for special purposes, assignments relating to due diligence investigations, pre-implementation review procedures and employee benefit plan audits. In 2022, audit-related services were primarily related to the audits of the carve-out financials of B+L, the related B+L IPO filings and other strategic alternatives. Audit-related services also include the audits of financial statements prepared for special purposes, assignments relating to due diligence investigations, pre-implementation review procedures and employee benefit plan audits. |
(2)
| Tax services arewere incurred for professional services rendered by our auditor for tax compliance and tax consulting primarily related to international transfer pricing. |
(3)
| All other fees are amounts paid for miscellaneous permissible products and services. |
Audit Fees The aggregate fees for professional services rendered by PwC for the fiscal years ended December 31, 2023 and December 31, 2022 includesfor the audit of theour consolidated BHC financial statements and the consolidated B+L financial statements included in the BHC and B+L Form 10-Ks, respectively, and reviews of the BHC consolidated interim financial statements and B+L consolidated interim financial statements included in the respective Form 10-Qs. The aggregate fees for professional services rendered by PwC for the fiscal year ended December 31, 2021 includes the audit of the consolidated BHCannual financial statements and the reviews of the BHC consolidated interim financial statements included in our Form 10-K and Form 10-Qs. Audit fees for both years also includes10-Q, the audits of our internal control over financial reporting with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects, and the audits that are normally provided by PwC in connection with statutory and regulatory filings andas well as for services billed related to our financing activities, such as comfort letters and consents. Audit fees during the fiscal years ended December 31, 2022 and December 31, 2021consents, were approximately $22.8 million and $19.6 million, and $14.1 million, respectively. Audit-Related Fees The Audit and Risk Committee believes that the provision of the non-audit services referenced above is compatible with maintaining PwC’s independence. Audit-related services are generally related to audits of financial statements prepared for special purposes, employee benefit plan audits, system pre-implementation review procedures and assignments relating to due diligence investigations and procedures. Audit-relatedIn 2022, audit-related services primarily related to the aggregated fees billed in the respective calendar year for the special purpose financial statement audits for the years ended December 31, 2018 through December 31, 2022,2021, including quarterly financial statement reviews for the applicable periods, and registration statement filings, consents, due diligence procedures and comfort letters associated with our eye-health and medical aesthetics businesses. Bausch Health Companies Inc. | 87
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TABLE OF CONTENTS The aggregate fees billed for audit-related services rendered by PwC during the fiscal year ended December 31, 20222023 and December 31, 20212022 that are traditionally performed by the principal accountant and are reasonably related to the performance of the audit or review of the Company’s financial statements and are not included in “Audit Fees” above were insignificant and approximately $2.6 million and $20.5$2.7 million, respectively. TABLE OF CONTENTS
Tax Fees Tax services are professional services rendered by our auditor for tax compliance and tax consulting primarily related to international transfer pricing. The aggregate fees billed for tax services rendered by PwC during the fiscal years ended December 31, 20222023 and December 31, 20212022 were approximately $1.9$2.7 million and $1.6$1.9 million, respectively. All Other Fees There were insignificant amounts billed for miscellaneous permissible products and services as reported above to PwC during the fiscal years ended December 31, 20222023 and December 31, 2021.2022. PwC did not provide any financial information systems design or implementation services to the Company during 20222023 or 2021.2022. All fees described above were approved by the Audit and Risk Committee of our Board under its pre-approval policy. Audit and Risk Committee’s Pre-Approval of Non-Audit Services The Audit and Risk Committee chooses and appoints (through nomination to the Company’s shareholders) the Company’s auditor to audit our financial statements. The Audit and Risk Committee pre-approves non-audit services that may be provided to the Company and its subsidiaries by its auditor. The Audit and Risk Committee is not permitted to approve any engagement of the Company’s auditor if the services to be performed either fall into a category of services that are not permitted by applicable law or the services would be inconsistent with maintaining the auditor’s independence. 98Bausch Health Companies Inc. | 88
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TABLE OF CONTENTS VOTING & OTHER INFORMATION SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
FOR THE 20242025 ANNUAL MEETING OF SHAREHOLDERS A shareholder who is entitled to vote at the 20242025 Annual Meeting of Shareholders may raise a proposal for consideration at such Annual Meeting of Shareholders. We will consider such proposal for inclusion in the proxy materials for the 20242025 Annual Meeting only if our Corporate Secretary receives such proposal (at 2150 Saint Elzéar Blvd. West, Laval, Québec, H7L 4A8, Canada, or by facsimile 514-744-6272): (i) submitted pursuant to Rule 14a-8 of the Exchange Act, on or before December 8, 2023,5, 2024, or (ii) submitted pursuant to Part 5, Division 7 of the BCBCA on or before February 16, 2023.14, 2025. The use of certified mail, return receipt, is advised. In addition, a proposal submitted pursuant to Rule 14a-8 can be submitted by sending an e-mail to ir@bauschhealth.com.ir@bauschhealth.com. If the date of the 20242025 Annual Meeting of Shareholders is advanced or delayed more than 30 days from the date of the Annual Meeting, shareholder proposals intended to be included in the proxy statement for the 20242025 Annual Meeting of Shareholders must be received by us within a reasonable time before we begin to print and mail the proxy statement, or provide a notice to you with respect to accessing such proxy statement on the internet, for the 20242025 Annual Meeting of Shareholders. The Company’s Articles provide that shareholders seeking to nominate candidates for election as directors must provide timely notice in writing to the Company’s secretary by personal delivery or facsimile transmission at the number shown on the Company’s issuer profile on SEDARSEDAR+ at www.sedar.com.www.sedarplus.ca. The purpose of this advance notice requirement is to: (i) inform the Company of nominees for election at a shareholder meeting proposed by a shareholder sufficiently in advance of such meeting; (ii) provide an opportunity to inform all shareholders of any potential proxy contest and proposed director nominees sufficiently in advance of the applicable meeting; and (iii) enable the Board to make informed recommendations or present alternatives to shareholders. To be timely, a shareholder’s notice must be received by the Company: (i) in the case of an annual general meeting, not later than the close of business on the 50th day before the meeting date or, if the first public announcement of the date of such meeting is less than 60 days prior to the meeting date, the close of business on the 10th day following the day on which public announcement of the date of such annual general meeting was first made by the Company; and (ii) in the case of a special meeting called for the purpose of electing directors, not later than the close of business on the 15th day following the day on which public announcement of the date of the special meeting is first made by the Company. The Company’s Articles also prescribe the proper written form for a shareholder’s notice as well as additional requirements in connection with nominations. Shareholders who failed to comply with the advance notice requirements would not be entitled to make nominations for directors at the Annual General or Special Meeting of Shareholders. COMMUNICATION WITH THE BOARD OF DIRECTORS Shareholders and other interested parties may contact the Company’s directors or independent directors in writing, as a group or individually, by directing their correspondence to the attention of Bausch Health Investor Relations, Bausch Health Companies Inc., 2150 Saint Elzéar Blvd. West, Laval, Québec, H7L 4A8, Canada.Canada or via email to ir@bauschhealth.com. Shareholders and other interested parties may also contact the Company’s directors by calling the Company’s helpline in the United States and Canada at (888) 451-4510.877-281-6642. Additional international telephone numbers are included in our Business Ethics Reporting Policy, which is available on our website at Bausch Health Companies Inc. | 89
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TABLE OF CONTENTS www.bauschhealth.com (under the tab “Investors” and under the subtab “Corporate Governance —– Governance Documents”). The Corporate Secretary will log incoming information and forward appropriate messages promptly to the director(s). Communications are distributed to the Board or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. Certain items that are unrelated to the duties and responsibilities of the Board will not be distributed to the Board, such as mass mailings, product complaints, product inquiries, new product suggestions, resumes and other forms of job inquiries, surveys and business solicitations or advertisements. In addition, material that is inappropriate or unsuitable will be excluded, with the provision that any communication that is excluded must be made available to any non-employee director upon request. Communications that include information better addressed by the Audit and Risk Committee will be addressed directly by that Committee. The Company has specifically consulted with its stakeholders in recent years on matters TABLE OF CONTENTS
including executive compensation. See “Compensation Discussion & Analysis —– Shareholder-Friendly Compensation Practices — 2022– 2023 Shareholder Engagement” beginning on page 4241 for additional information. ANNUAL REPORT AND ADDITIONAL INFORMATION Our financial information is contained in the Company’s consolidated annual financial statements and related MD&A for the fiscal year ended December 31, 2022.2023. Our Annual Report is available on the internet at our website at www.bauschhealth.com (under the tab “Investors” and under the subtab “Annual Reports Archive”) or on SEDARSEDAR+ at www.sedar.comwww.sedarplus.ca or through the SEC’s electronic data system, EDGAR, at www.sec.gov.www.sec.gov. To request a printed copy of our Annual Report or consolidated financial statements and related MD&A as of and for the year ended December 31, 2022,2023, which we will provide to you without charge, either write to Bausch Health Investor Relations at Bausch Health Companies Inc., 2150 Saint Elzéar Blvd. West, Laval, Québec H7L 4A8, Canada, or send an email to Bausch Health Investor Relations at ir@bauschhealth.com.ir@bauschhealth.com. Neither the Annual Report nor the consolidated financial statements and related MD&A as of and for the year ended December 31, 20222023 form part of the material for the solicitation of proxies. Additional information relating to the Company may be found on SEDARSEDAR+ at www.sedar.comwww.sedarplus.ca or on EDGAR at www.sec.gov.www.sec.gov. We will bear the entire cost of solicitation, including the preparation, assembly, internet hosting, maintaining a dedicated call line and printing and mailing the Proxy Materials, including the management proxy circular and proxy statement and form of proxy card. In addition to soliciting proxies by telephone, internet and mail, directors, officers or employees of the Company may, without special compensation, solicit proxies in person, by telephone, telegraph, courier service, advertisement, telecopier or other electronic means. We have retained D.F. King to assist in the solicitation of proxies. We will pay fees to D.F. King of $11,000,$11,500, plus reasonable out-of-pocket expenses incurred by them. We will pay those entities holding Common Shares in the names of their beneficial owners, such as brokers, nominees, fiduciaries and other custodians for their reasonable fees and expenses in forwarding solicitation material to their beneficial owners and for obtaining their instructions. HOUSEHOLDING OF PROXY MATERIALS Companies and intermediaries (e.g., brokers) are permitted under the SEC’s rules to satisfy the delivery requirements for proxy materials and annual reports with respect to two or more shareholders sharing the same address by delivering a single management proxy circular and proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies. A number of brokers with account holders who are our shareholders “household” our proxy materials. A single management proxy circular and proxy statement or Notice Regarding Internet Availability of Proxy Materials, as applicable, will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If you prefer to receive multiple copies of the separate management proxy Bausch Health Companies Inc. | 90
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TABLE OF CONTENTS circular and proxy statement, as applicable, at the same address for the Meeting or for any future Annual Meetings of Shareholders, additional copies will be provided promptly upon written or oral request to your broker, or by contacting us at Bausch Health Companies Inc., Attn: Investor Relations, 2150 Saint Elzéar Blvd. West, Laval, Québec H7L 4A8, Canada, telephone 514-856-3855 or toll-free at 877-281-6642. Shareholders who currently receive multiple copies of the Proxy Statement at their address and would like to request “householding” of their communications should contact their broker. ELECTRONIC DELIVERY OF BAUSCH HEALTH SHAREHOLDER COMMUNICATIONS We are pleased to offer to our shareholders the benefits and convenience of electronic delivery of Meeting materials, including: email delivery of the Proxy Statement, Annual Report and any related materials; shareholder voting online; reduction of the number of bulky documents shareholders receive; and reduction of our printing and mailing costs associated with more traditional methods. We encourage you to conserve natural resources and to reduce printing and mailing costs by signing up for electronic delivery of Bausch Health shareholder communications. If you are a registered shareholder or a beneficial owner of common shares, no par value, of the Company (“Common Shares”), or if a broker or other intermediary holds your Common Shares, and you would like to sign up for electronic delivery, please visit www.proxyvote.com and enter the information requested to enroll. Your electronic delivery enrollment will be effective until you cancel it. If you have questions about electronic delivery, please call Bausch Health Investor Relations at 877-281-6642 or send an email to ir@bauschhealth.com. The Meeting will be conducted exclusively via live internet webcast. The Board, certain members of management, and representatives of PricewaterhouseCoopers, our auditor, will dial into the webcast from remote locations. What do I need to do if I wish to attend the Meeting? The Meeting will be conducted in an exclusively virtual format via live internet webcast available at www.virtualshareholdermeeting.com/BHC2024. You will be able to access the Meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins. You will need your 16-digit control number located on the Notice, proxy card or voting instruction form to enter the virtual Meeting as a shareholder. Shareholders as of the record date can access and vote at the Meeting during the live webcast as follows: 1.
| Log into www.virtualshareholdermeeting.com/BHC2024 at least 15 minutes before the Meeting starts. You should allow ample time to check into the virtual Meeting and to complete the related procedures. |
2.
| Enter your 16-digit control number into the Shareholder Login section (your control number is located on your proxy card, voting instruction form or Notice) and click on “Enter Here.” |
3.
| Follow the instructions to access the Meeting and vote when prompted. |
Even if you currently plan to participate in the virtual Meeting, you should consider voting your shares in advance so that your vote will be counted in the event that you later decide not to attend, or are unable to access, the virtual Meeting. If you access and vote on any matter at the Meeting during the live webcast, then you will revoke any previously submitted proxy. Bausch Health Companies Inc. | 91
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TABLE OF CONTENTS Those accessing and voting at the virtual Meeting must remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting. There will be technical support phone numbers available on the virtual meeting website at www.virtualshareholdermeeting.com/BHC2024. How do I ask a question at the Meeting? We believe that the ability to allow for shareholders or their proxyholders to participate in the Meeting in a meaningful way, including asking questions, remains important regardless of the virtual format of the Meeting. At the Meeting, shareholders and proxyholders will have an opportunity to ask questions at the meeting in writing by sending a message to the chair of the Meeting online through the virtual meeting platform. Questions received from shareholders or proxyholders which relate to the business of the Meeting are expected to be addressed in the question-and-answer session that will follow the Meeting. Such questions will be read by the chair of the Meeting or a designee of the chair and responded to by a representative of the Company as they would be at a shareholders meeting that was being held in person. As at an in-person meeting, to ensure fairness for all attendees, the chair of the Meeting will decide on the amount of time allocated to each question and will have the right to limit or consolidate questions and to reject questions that do not relate to the business of the Meeting or which are determined to be inappropriate or otherwise out of order. It is anticipated that shareholders and proxyholders will have substantially the same opportunity to ask questions on matters of business at the meeting as in past years when the annual meeting of shareholders was held in person. What decisions will the shareholders be making at the Meeting? You will be asked to vote on each of the following proposals: to elect ten directors to serve on the Company’s board of directors (the “Board”) until the close of the 2025 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director’s earlier resignation or removal (“Proposal No. 1”); to approve, in an advisory vote, the compensation of our named executive officers (“Proposal No. 2”) to approve an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan (“Proposal No. 3”); and to appoint PricewaterhouseCoopers LLP (“PwC”) to serve as the Company’s auditor until the close of the 2024 Annual Meeting of Shareholders, and the authorization of the Board to fix the auditor’s remuneration (“Proposal No. 4”). The Board unanimously recommends that you vote: (i) FOR each of the director nominees proposed by the Board in this Proxy Statement, to serve on the Board until the close of the 2025 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director’s earlier resignation or removal; (ii) FOR the approval, in an advisory vote, of the compensation of our named executive officers; (iii)FOR the approval of an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan; and (iv) FOR the appointment of PwC as our auditor until the close of the 2025 Annual Meeting of Shareholders and the authorization of the Board to fix the auditor’s remuneration. In addition, you may be asked to vote in respect of any other matters that may properly be brought before the Meeting. As of the date of this Proxy Statement, the Board is not aware of any such other matters. A simple majority of votes cast at the Meeting, whether virtually, by proxy or otherwise, in favor of Proposal No. 2, Proposal No. 3, and Proposal No. 4 will constitute approval of any such proposal submitted to a vote. With respect to Proposal No. 1, the election of directors will be subject to the Company’s majority vote policy described in “Proposal No. 1 — Election of Directors — Background” on page 4. What impact does a Withhold or Abstain vote have? • | Proposal No. 1: With respect to each director nominee, you may either vote “For” the election of such nominee or “Withhold” your vote with respect to the election of such nominee. If you vote “For” the election of a nominee, your Common Shares will |
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TABLE OF CONTENTS be voted accordingly. If you select “Withhold” with respect to the election of a nominee, your vote will not be counted as a vote cast for the purposes of electing such nominee but will be considered in the application of the majority vote policy described in “Proposal No. 1 — Election of Directors — Background” on page 4. • | Proposal No. 2: Proposal No. 2 is a non-binding advisory vote. You may select “For,” “Against” or “Abstain” with respect to such proposal. Abstentions will have no effect and will not be counted as votes cast on Proposal No. 2. |
• | Proposal No. 3: With respect to the approval of an amendment and restatement of the 2014 Plan, you may vote “For”, “Against,” or “Abstain” with respect to such proposal. Abstentions will have the effect of a vote “Against” Proposal No. 3. |
• | Proposal No. 4: With respect to the appointment of the proposed auditor, you may either vote “For” such appointment or “Withhold” your vote with respect to such appointment. If you vote “For” the appointment of the proposed auditor, your Common Shares will be voted accordingly. If you select “Withhold” with respect to the appointment of the proposed auditor, your vote will not be counted as a vote cast for the purposes of appointing the proposed auditor. |
What is the effect if I do not cast my vote? If a record shareholder does not cast its vote by proxy or in any other permitted fashion, no votes will be cast on its behalf on any of the items of business at the Meeting. If a non-record shareholder does not instruct its intermediary on how to vote on any of the items of business at the Meeting and the intermediary does not have discretionary authority to vote the non-record shareholder’s Common Shares on the matter, or elects not to vote in the absence of instructions from the non-record shareholder, no votes will be cast on behalf of such non-record shareholder with respect to such item (a “broker non-vote”). If you are a beneficial owner whose Common Shares are held of record by a broker authorized to trade on the New York Stock Exchange (“NYSE”), NYSE rules permit your broker to exercise discretionary voting authority to vote your Common Shares on Proposal No. 45, the appointment of PwC as our auditor, even if the broker does not receive voting instructions from you. However, NYSE rules do not permit your broker to exercise discretionary authority to vote on Proposal No. 1, the election of directors, Proposal No. 2, the advisory vote to approve the compensation of our named executive officers, or Proposal No. 3, the approval of an amendment and restatement of the 2014 Plan. If you have further questions on this issue, please contact your intermediary bank or broker or Bausch Health Investor Relations atir@bauschhealth.com . What constitutes a quorum for the Meeting? A minimum of two persons who either are, or represent by proxy, shareholders holding, in the aggregate, at least 25% of the outstanding Common Shares entitled to vote at the Meeting will constitute a quorum for the transaction of business at the Meeting. Votes withheld, abstentions, and broker non-votes will be counted for purposes of determining the presence of a quorum. Who is entitled to vote? Each shareholder is entitled to one vote for each Common Share registered in his or her name as of the close of business on March 15, 2024, the record date for the purpose of determining holders of Common Shares entitled to receive notice of and to vote at the Annual Meeting. As of March 15, 2024, 366,672,723 Common Shares were issued and outstanding and entitled to be voted at the Meeting. How do I vote? The voting process is different depending on whether you are a record (registered) or non-record shareholder: You are a non-record shareholder if your Common Shares are held on your behalf by a bank, trust company, securities broker, trustee or other intermediary. This means the Common Shares are registered in your intermediary’s name, and you are the beneficial owner. Most shareholders are non-record shareholders. You are a record shareholder if your name appears in our share register. Bausch Health Companies Inc. | 93
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TABLE OF CONTENTS Non-record shareholders If you are a non-record shareholder, you should receive voting instructions from your broker or other intermediary holding your shares. You should carefully follow the instructions provided by the broker or intermediary in order to instruct them how to vote your Common Shares. The availability of voting by telephone or internet, and the deadline for providing your broker or nominee with your voting instructions, will depend on the voting process of your broker or intermediary. Your intermediary must receive your voting instructions in sufficient time for your intermediary to act on them prior to the deadline for the deposit of proxies of 11:59 p.m. (Eastern Daylight Time) on Monday, May 13, 2024, or, in the case of any postponement or adjournment of the Meeting, not less than 48 hours (excluding Saturdays, Sundays and applicable holidays) prior to the rescheduled or reconvened Meeting. If you wish to vote your Common Shares online during the Meeting, you may do so by following the instructions provided during the webcast of the Meeting. Even if you plan to attend the virtual Meeting, we recommend that you vote before the Meeting by following the instructions provided by your broker or intermediary, so that your vote will be counted if you later decide not to, or are unable to, attend the Meeting. Record shareholders If you are a record shareholder, there are several ways for you to vote your Common Shares or submit your proxy: Via the internet: Go to www.proxyvote.com and follow the instructions on the website. You will be prompted to provide the 16-digit control number printed on your proxy card. The internet voting service will be available until 11:59 p.m. (Eastern Daylight Time) on Monday, May 13, 2024. By telephone: You may vote via telephone by calling toll free 1-800-690-6903. You will be prompted to provide the 16-digit control number printed on your proxy card). The telephone voting service will be available until 11:59 p.m. (Eastern Daylight Time) on Monday, May 13, 2024. By mail: Complete, sign and date each proxy card you received, and return it in the prepaid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717, United States. Broadridge must receive your proxy card not later than 11:59 p.m. (Eastern Daylight Time) on Monday, May 13, 2024 in order for your vote to be counted if sent in by mail. If the Meeting is adjourned or postponed, Broadridge must receive your proxy card at least 48 hours, excluding Saturdays, Sundays and applicable holidays, before the rescheduled or reconvened Meeting. During the Meeting: You may vote your Common Shares online during the Meeting by following the instructions provided during the webcast of the Meeting. Even if you plan to attend the virtual Meeting, we recommend that you submit your proxy card or vote by telephone or internet by the above deadlines so that your vote will be counted if you later decide not to, or are unable to, attend the Meeting. We provide internet proxy voting to allow you to vote your Common Shares via the internet, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. The Board, or the Chairperson of the Meeting may, at their discretion, accept late proxies or waive the time limit for deposit of proxies, but are under no obligation to accept or reject any late proxy. If you receive more than one set of proxy materials, your Common Shares are registered in more than one name or are registered in different accounts. Please follow the voting instructions on each Notice and/or proxy card to ensure that all of your Common Shares are voted. Bausch Health Companies Inc. | 94
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TABLE OF CONTENTS How do I appoint a proxyholder? Your proxyholder is the person you appoint to cast your votes on your behalf at the Meeting. You can choose anyone you want to be your proxyholder; it does not have to be either of the persons we have designated on your proxy card or voting instruction form, nor does it have to be a shareholder. Please ensure that the person you have appointed will be attending the virtual Meeting and has your Control Number and other information required in order to vote your Common Shares. Since the Meeting will take place virtually, the process for appointing another person as your proxyholder other than the persons we have designated, is different than it would be for an in person meeting. If you wish to appoint such a person as your proxyholder and you are a record shareholder, you must follow the instructions on your proxy card. Non-record shareholders wishing to appoint such a person as their proxyholder must contact their intermediary for instructions. How will my Common Shares be voted if I give my proxy? If you sign and return a proxy card or voting instruction form and do not appoint a third-party proxyholder, or if you vote via the internet or by telephone in advance of the Meeting, you appoint Mr. Appio and Ms. Carson as your proxyholders (with full power of substitution), either of whom will be authorized to vote and otherwise act for you at the Meeting, including any if the Meeting is rescheduled or reconvened following a postponement or adjournment. Unless you specify voting instructions, Mr. Appio and Ms. Carson, as your proxyholders, will vote your Common Shares as follows: FOR each of the director nominees proposed by the Board in this Proxy Statement, to serve on the Board until the close of the 2025 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director’s earlier resignation or removal; FOR the approval, in an advisory vote, of the compensation of our named executive officers FOR the approval of an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan; and FOR the appointment of PwC as the auditor for the Company to hold office until the close of the 2025 Annual Meeting of Shareholders and the authorization of the Board to fix the auditor’s remuneration. If I change my mind, can I revoke my proxy once I have given it? If you are a non-record shareholder, you can revoke your prior voting instructions by contacting your broker to revoke your proxy or change your voting instructions, by providing new instructions to your broker or intermediary on a later date (if you provide your voting instructions by mail) or at a later time (if you provide your voting instructions by telephone or via the internet), or by voting at the Meeting.. Any new voting instructions given to brokers or other intermediaries in connection with the revocation of proxies must be received in sufficient time to allow them to act on such instructions prior to the deadline for the deposit of proxies of 11:59 p.m. (Eastern Daylight Time) on Monday, May 13, 2024, or at least 48 hours (excluding Saturdays, Sundays and applicable holidays) prior to the time of the Meeting if it is rescheduled or reconvened. If you choose to provide voting instructions multiple times, only the latest one which is not revoked and is received prior to such deadline will be counted. If you are a record shareholder, you may revoke any proxy that you have given until the time of the Meeting by voting again by telephone or via the internet as instructed above, by signing and dating a new proxy card and submitting it as instructed above, or by voting at the Meeting. If you choose to submit a proxy multiple times before the Meeting via the internet or by telephone or mail, or a combination thereof, only your latest vote, which is not revoked and is received prior to 11:59 p.m. (Eastern Daylight Time) on Monday, May 13, 2024 (or 48 hours, excluding Saturdays, Sundays and applicable holidays, before the Meeting if it is rescheduled or reconvened) will be counted. A record shareholder who votes during the Meeting will automatically revoke any proxy previously given by that shareholder regarding business considered by that vote. However, mere attendance at the Meeting by a record shareholder who has voted by proxy does not revoke such proxy. If your proxy is delivered following the proxy cut-off time it will revoke your previous proxy; however, it will not be valid for voting except at the discretion of the Board or the chairperson of the Meeting, who are under no obligation to accept or reject any late proxy. Bausch Health Companies Inc. | 95
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TABLE OF CONTENTS What if amendments are made to these proposals or if other matters are brought before the Meeting? The proxy card also gives discretionary authority to proxyholders to vote as the proxyholders see fit with respect to amendments or variations to the proposals identified in the Notice of Meeting or other matters that may come before the Meeting whether or not the amendment, variation or other matter that comes before the Meeting is or is not routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested. As of the date of this Proxy Statement, the Board is not aware of any such amendments, variations or other matters to come before the Meeting. However, if any such changes that are not currently known to the Board should properly come before the Meeting, the Common Shares represented by your proxyholders will be voted in accordance with the best judgment of the proxyholders, and in accordance with the rules of the SEC. Whom should I contact if I have questions concerning the Proxy Statement or the proxy card? If you have questions concerning the information contained in this Proxy Statement or require assistance in completing the proxy card, you may contact Bausch Health Investor Relations as provided above. How can I contact the Company’s transfer agent? You may contact the Company’s transfer agent by mail or by telephone (within Canada and the United States): TSX Trust Company
301-100 Adelaide St West
Toronto, ON M5H 4H1
Canada
Email: shareholderinquiries@tmx.com
Fax: 888-249-6189
Phone (for all security transfer inquiries): 1-800-387-0825 or 416-682-3860
If any other matters are properly presented for consideration at the Meeting, including, among other things, consideration of a motion to adjourn the Meeting to another time or place in order to solicit additional proxies in favor of the recommendation of the Board, the designated proxyholders intend to vote the Common Shares represented by the Proxies appointing them on such matters in accordance with the recommendation of the Board and the authority to do so is included in the Proxy. TABLE OF CONTENTS
As of the date this Proxy Statement, the Board knows of no other matters which are likely to come before the Meeting. | | | | By Order of the Board of Directors,
John A. Paulson
Chairperson of the Board | | | Laval, Québec
April 4, 2024 | | | | | | | John A. Paulson
| | | | Chairperson of the Board
| Laval, Québec
| | | | April 6, 2023
| | | |
WE WILL MAIL WITHOUT CHARGE UPON WRITTEN REQUEST A COPY OF OUR MOST RECENT ANNUAL REPORT, INCLUDING THE FINANCIAL STATEMENTS, SCHEDULES AND A LIST OF EXHIBITS. REQUESTS SHOULD BE SENT TO: CORPORATE SECRETARY, BAUSCH HEALTH COMPANIES INC., 2150 SAINT ELZÉAR BLVD. WEST, LAVAL, QUÉBEC H7L 4A8, CANADA. THE ANNUAL REPORT IS ALSO AVAILABLE FREE OF CHARGE ON THE COMPANY WEBSITE: WWW.BAUSCHHEALTH.COM .WWW.BAUSCHHEALTH.COM.101Bausch Health Companies Inc. | 96
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TABLE OF CONTENTS BAUSCH HEALTH COMPANIES INC.
CHARTER OF THE
BOARD OF DIRECTORS The board of directors (the “Board”) of Bausch Health Companies Inc. (the “Company”) is elected by shareholders and is responsible for supervising the management of the business and affairs of the Company, which includes responsibility for stewardship of the Company. The Board seeks to discharge such responsibility by reviewing, discussing and approving the Company’s strategic planning and organizational structure and supervising management to oversee that the strategic planning and organizational structure preserve and enhance the business of the Company and the Company’s underlying value. DUTIES OF DIRECTORS The Board discharges its responsibility for overseeing the management of the Company’s business by delegating to the Company’s senior officers the responsibility for day-to-day management of the Company. The Board discharges its responsibilities both directly and by delegation through its committees. In addition to these regular committees, the Board may appoint ad hoc committees periodically to address certain issues of a more short-term nature. The Board’s primary roles are overseeing the Company’s performance and the quality, depth and continuity of management needed to meet the Company’s strategic objectives. Other principal duties, which may be carried out directly or via one or more committees, include, but are not limited to the following categories: 1.
| Appointment of Management |
(a)
| The Board is responsible for approving the appointment of the chief executive officer (the “CEO”) and all other executive officers. |
(b)
| In approving the appointment of the CEO and all other senior management, the Board will, to the extent feasible, satisfy itself as to the integrity of these individuals and that they create a culture of integrity throughout the Company. |
(c)
| The Board from time to time delegates to senior management the authority to enter into certain types of transactions, including financial transactions, subject to specified limits. Investments and other expenditures above the specified limits, and material transactions outside the ordinary course of business are reviewed by and are subject to the prior approval of the Board. |
(d)
| The Board, with the assistance of the Talent and Compensation Committee, oversees that succession planning programs are in place, including programs to train and develop management. |
(e)
| The Board assesses and revises the Company’s executive compensation policy to, among other things, better align management’s interests with those of the shareholders. This includes establishing minimum shareholding requirements for senior management. |
(f)
| The Board shall, based on the recommendation of the Talent and Compensation Committee, approve revisions to: the position description for the CEO, including (i) defining the limits of management’s responsibilities; and (ii) overall corporate goals and objectives that the CEO is responsible for meeting, taking into consideration goals and objectives relevant to CEO compensation; and long-term development goals specific to the CEO. |
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TABLE OF CONTENTS (a)
| The Board will receive recommendations from the Nominating and Corporate Governance Committee (the “NCG Committee”), but retains responsibility for managing its own affairs by giving its approval for its composition and size, the selection of the Chairperson of the Board, the selection of the Lead Independent Director of the Board, if applicable, candidates nominated for election to the Board, committee and committee chairperson appointments, committee charters and director compensation. |
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The Board may establish committees of the Board, where required or prudent, and define their mandate. (b)
| The Board may delegate to Board committees matters it is responsible for, including the approval of compensation of the Board and management, the conduct of performance evaluations and oversight of internal controls systems, but the Board retains its oversight function and ultimate responsibility for these matters and all other delegated responsibilities. |
(c)
| The Board will oversee orientation and education program for new directors and ongoing educational opportunities for continuing directors. The NCG Committee shall be responsible for the Company's new director orientation and continuing education activities. |
(a)
| The Board has oversight responsibility to participate directly, and through its committees, in reviewing, questioning and approving the mission of the Company and its objectives and goals. |
(b)
| The Board is responsible for participating in the development of, and reviewing and approving, the business, financial and strategic plans by which it is proposed that the Company may reach those goals. |
4.
| Monitoring of Financial Performance and Other Financial Reporting Matters |
(a)
| The Board is responsible for enhancing congruence between shareholder expectations, the Company’s plans and management performance. |
(b)
| The Board is responsible for adopting processes for monitoring the Company’s progress toward its strategic and operational goals, and to revise and alter its direction to management in light of changing circumstances affecting the Company. |
(c)
| The Board is responsible for approving the audited financial statements, management’s discussion and analysis accompanying such financial statements and the annual earnings press release. |
(d)
| The Board is responsible for reviewing the quarterly financial statements, management’s discussion and analysis accompanying such financial statements and the quarterly earnings press release. |
(e)
| The Board is responsible for reviewing and approving material transactions outside the ordinary course of business and those matters which the Board is required to approve under the Articles, including the payment of dividends, purchase and redemptions of securities, acquisitions and dispositions. |
(a)
| The Board is responsible for overseeing the identification of the principal risks of the Company’s business, including cybersecurity risks and risks and opportunities relating to environmental, social and governance matters, including climate change and related risks and opportunities, and the implementation of appropriate systems to effectively monitor and manage such risks with a view to the long-term viability of the Company and achieving a proper balance between the risks incurred and the potential return to the Company’s shareholders. |
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TABLE OF CONTENTS 6.
| Policies and Procedures |
(a)
| The Board is responsible for: |
(i)
| approving and assessing compliance with all significant policies and procedures by which the Company is operated; |
(ii)
| approving policies and procedures designed to help ensure that the Company operates at all times within applicable laws and regulations; and |
(iii)
| supporting a corporate culture of integrity and responsible stewardship. |
(b)
| The Board shall enforce its policy respecting confidential treatment of the Company’s proprietary information and the confidentiality of Board deliberations. |
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7.
| Communications and Reporting |
(a)
| The Board is responsible for: |
(i)
| overseeing the accurate reporting of the financial performance and condition of the Company to shareholders, other securityholders and regulators on a timely and regular basis; |
(ii)
| encouraging effective and adequate communication with shareholders, other stakeholders and the public; and |
(iii)
| ensuring the integrity and adequacy of internal controls and management information systems. |
8.
| Certain Individual Responsibilities of the Members of the Board |
(a)
| Each member of the Board is expected to attend all meetings of the Board, unless adequate notification of absence is provided. |
(b)
| Each member of the Board is expected to have reviewed all materials provided in connection with a meeting in advance of such meeting and be prepared to discuss such materials at the meeting. |
9.
| RELIANCE ON MANAGEMENT AND OTHERS |
(a)
| Each Director is entitled to rely in good faith on, among other things, a statement of fact represented to the Director by an officer of the Company to be correct, financial statements of the Company represented by an officer of the Company or in a written report of the Company’s auditor to fairly reflect the Company’s financial position, and a written report of a lawyer, accountant, or other person whose profession lends credibility to a statement made by that person. |
(a)
| The Board shall review and reassess the adequacy of this Charter for the Board of Directors (the “Charter”) periodically and otherwise as it deems appropriate and amend it accordingly. The performance of the Board shall be evaluated with reference to this Charter. |
(b)
| The Board shall ensure that this Charter is disclosed on the Company’s website and that this Charter or a summary of it which has been approved by the NCG Committee is disclosed in accordance with all applicable securities laws or regulatory requirements. |
Dated: July 26, 2022 Bausch Health Companies Inc. | A-3
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TABLE OF CONTENTS Bausch Health Companies Inc.
2014 OMNIBUS INCENTIVE PLAN
(As Amended and Restated, Effective as of May 16, 2023)14, 2024) The purposes of the Amended and Restated 2014 Omnibus Incentive Plan (as amended from time to time, the “Plan”) are to (i) align the long-term financial interests of employees, directors, consultants, agents and other service providers of the Company and its Subsidiaries with those of the Company’s shareholders; (ii) attract and retain those individuals by providing compensation opportunities that are competitive with other companies; and (iii) provide incentives to those individuals who contribute significantly to the long-term performance and growth of the Company and its Subsidiaries. Bausch Health Companies Inc., a British Columbia corporation, adopted the 2014 Omnibus Incentive Plan (the “2014 Plan”) effective as of April 7, 2014, which was approved by the shareholders at the 2014 annual meeting. The 2014 Plan reserved approximately 18 million Common Shares for the issuance of Awards. On April 30, 2018, the shareholders approved an amendment to the 2014 Plan to increase the number of Common Shares authorized under the 2014 Plan by an additional 11,900,000 Common Shares. On April 28, 2020, the shareholders approved an amendment and restatement of the 2014 Plan to increase the number of authorized Common Shares by an additional 13,500,000 Common Shares. On June 21, 2022, the shareholders approved an amendment and restatement of the 2014 Plan to increase the number of authorized Common Shares by an additional 11,500,000 Common Shares. On May 16, 2023, the shareholders approved an amendment and restatement of the 2014 Plan to increase the number of authorized Common Shares by an additional 7,500,000 Common Shares. As of March 8, 2023, 9,534,2182024, 11,021,238 Common Shares were available for further issuance. On March 29, 2023,28, 2024, the Talent and Compensation Committee of the Board of Directors approved an amendment and restatement of the 2014 Plan to increase the number of authorized Common Shares by an additional 7,500,00020,000,000 Common Shares. The Plan, as amended and restated, has been adopted and approved by the Board (defined below) and shall be effective as of May 16, 202314, 2024 (the “Effective Date”), subject to the approval of shareholders. Subject to the right of the Board to amend or terminate the Plan at any time pursuant to Section 19 hereof, the Plan shall remain in effect until the earlier of (i) the date all Common Shares subject to the Plan have been purchased or acquired according to the Plan’s provisions or (ii) the tenth anniversary of the Effective Date. No Awards shall be granted under the Plan after such termination date, but Awards granted prior to such termination date shall remain outstanding in accordance with their terms, and the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award shall extend beyond such date. “Award” shall mean an Option, SAR, Share Unit, Share Award or Cash Award granted under the Plan. “Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing an Award, which may, but need not, be executed or acknowledged by a Participant, as determined in the discretion of the Committee. “Board” shall mean the Board of Directors of the Company. “Blackout Period” means a period self-imposed by the Company (within the meaning of Section 613(m) of the TSX Company Manual) when the Participant is prohibited from trading in the Company’s securities. “Business Day” means any day, other than a Saturday, Sunday or statutory or civic holiday, on which banks in Toronto, Ontario are open for business. “Cash Award” means cash awarded under Section 7(d) of the Plan, including cash awarded as a bonus or upon the attainment of Performance Criteria or otherwise as permitted under the Plan. Bausch Health Companies Inc. | B-1
| 2024 Proxy Statement |
TABLE OF CONTENTS “Cause” shall have the meaning set forth in the Participant’s Service Agreement; provided that if no such agreement or definition exists, “Cause” shall mean, unless otherwise specified in the Award Agreement: (i) conviction of any felony or indictable offense (other than one related to a vehicular offense) or other criminal act involving fraud; TABLE OF CONTENTS
(ii) willful misconduct that results in a material economic detriment to the Company; (iii) material violation of Company policies and directives, which is not cured after written notice and an opportunity for cure; (iv) continued refusal by the Participant to perform the Participant’s duties after written notice identifying the deficiencies and an opportunity for cure; (v) a material violation by the Participant of any material covenants to the Company and (vi) such other actions constituting cause under applicable common law. No action or inaction shall be deemed willful if (x) not demonstrably willful and (y) taken or not taken by the Participant in good faith and with the understanding that such action or inaction was not adverse to the best interests of the Company. Reference in this definition to the Company shall also include direct and indirect Subsidiaries of the Company, and materiality shall be measured based on the action or inaction and the impact upon the Company taken as a whole. “Change of Control” shall have the meaning set forth in Section 11. “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended, including any rules and regulations promulgated thereunder and any successor thereto. “Committee” shall mean the Board or a committee designated by the Board to administer the Plan. “Common Shares” shall mean the common shares of the Company, no par value per share. “Company” shall mean Bausch Health Companies Inc., a corporation incorporated under the British Columbia Business Corporations Act. “Consultant” means any individual, including an advisor, consultant or agent, who is providing services to the Company or any Subsidiary under a written agreement, other than services provided in relation to a distribution, including, without limitation, any non-employee director serving on the Board of Directors of any Subsidiary. “Deferred Shares” shall mean an Award payable in Common Shares at the end of a specified deferral period that is subject to the terms, conditions and limitations described or referred to in Section 7(d)(iv). “Director” means any member of the Board. “Disability” shall mean, unless otherwise provided in an applicable Service Agreement or Award Agreement, that the Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company; provided, that, if applicable to the Award, “Disability” shall be determined in a manner consistent with Section 409A of the Code. “Eligible Recipient” shall mean (i) any Employee, (ii) any Director or (iii) any Consultant. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder and any successor thereto. “Good Reason” shall have the meaning set forth in the Participant’s applicable Service Agreement; provided that if no such agreement or definition exists, “Good Reason” shall mean, unless otherwise specified in the Award Agreement, the occurrence of any of the events or conditions described in clauses (i) and (ii) immediately below without the Participant’s consent, which are not cured by the Company (if susceptible to cure by the Company) within thirty (30) days after the Company has received written notice from the Participant which notice must be provided by the Participant within ninety (90) days of the initial existence of the event or condition constituting Good Reason specifying the particular events or conditions which constitute Good Reason and the specific cure requested by the Bausch Health Companies Inc. | B-2
| 2024 Proxy Statement |
TABLE OF CONTENTS Participant: (i) any material reduction in the Participant’s duties or responsibilities as in effect immediately prior thereto; provided that diminution of responsibility shall not include any such diminution resulting from a promotion, death or Disability, the Participant’s Termination of Service for Cause, or the Participant’s Termination of Service other than for Good Reason; and (ii) any reduction in the Participant’s base salary or target bonus opportunity which is not comparable to reductions in the base salary or target bonus opportunity of other similarly-situated employees at the Company. “Insider” shall mean a reporting insider, as defined in National Instrument 55-104 - Insider Reporting Requirements and Exemptionsof the Canadian Securities Administrators. TABLE OF CONTENTS
“ISO” shall mean an Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code. “Intrinsic Value” with respect to an Option or SAR means (i) the excess, if any, of the price or implied price per Common Share in a Change of Control or other event over (ii) the exercise or price of such Award multiplied by (iii) the number of Shares covered by such Award. “Market Price” shall mean, with respect to Common Shares, (i) the closing price per Common Share on the national securities exchange on which the Common Shares are principally traded (as of the Effective Date, the New York Stock Exchange), or (ii) if the Common Shares are not then listed on a national securities exchange but are then traded in an over-the-counter market, the average of the closing bid and asked prices for the Common Shares in such over-the-counter market, or (iii) if the Common Shares are not then listed on a national securities exchange or traded in an over-the-counter market, such value as the Committee, using any reasonable method of valuation, shall determine. With respect to property other than Common Shares, the Market Price shall mean the fair market value of such other property determined by such methods or procedures as shall be established from time to time by the Committee. “Nonqualified Stock Option” shall mean an Option that is granted to a Participant that is not designated as an ISO. “Option” shall mean the right to purchase a specified number of Common Shares at a stated exercise price for a specified period of time subject to the terms, conditions and limitations described or referred to in Section 7(a). The term “Option” as used in the Plan includes the terms “Nonqualified Stock Option” and “ISO.” “Original Term” shall have the meaning set forth in Section 7(a). “Participant” shall mean an Eligible Recipient who has been granted an Award under the Plan. “Performance Criteria” shall mean performance criteria based on the attainment by the Company or any Subsidiary (or any division or business unit of such entity) of performance measures pre-established by the Committee in its sole discretion, including, but not limited to, one or more of the following: (i)
| revenues, income before taxes and extraordinary items, net income, operating income, earnings before income tax, earnings before interest, taxes, depreciation and amortization, cash flow or a combination of any or all of the foregoing; |
(ii)
| after-tax or pre-tax profits including, without limitation, that attributable to continuing and/or other operations; |
(iii)
| the level of the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company either in absolute terms or as it relates to a profitability ratio including operating income or EBITA; |
(iv)
| return on capital employed, return on assets, or return on invested capital; |
(v)
| after-tax or pre-tax return on stockholders’ equity; |
(vi)
| economic value added targets based on a cash flow return on investment formula; |
(vii)
| the Market Price of the Common Shares; |
(viii)
| the market capitalization or enterprise value of the Company, either in amount or relative to industry peers; |
Bausch Health Companies Inc. | B-3
| 2024 Proxy Statement |
TABLE OF CONTENTS (ix)
| the value of an investment in the Common Shares assuming the reinvestment of dividends; |
(x)
| the achievement of operating margin targets or other measures of improving profitability; |
(xi)
| the filing of one or more new drug application(s) (“NDA”) or one or more new drug submission(s) (“NDS”) or the approval of one or more NDA(s) or one or more NDS(s) by the U.S. Food and Drug Administration or the Canadian Therapeutic Products Directorate, as applicable; |
(xii)
| the achievement of, or progress toward, a launch of one or more new drug(s); |
(xiii)
| the achievement of research and development milestones; |
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(xiv)
| the achievement of other strategic milestones including, without limitation, the achievement of specific synergy capture and cost savings realization relating to integrations and the successful creation or execution of a restructuring plan for a specific business or function; |
(xv)
| the successful completion of clinical trial phases; |
(xvi)
| licensing or acquiring new products or product platforms; |
(xvii)
| acquisition or divestiture of products or business; |
(xviii)
| the entering into new, or exiting from existing, geographic markets or industry segments; or |
(xix)
| the attainment of a certain level of, reduction of, or other specified objectives with regard to limiting the level in or increase in, all or a portion of controllable expenses or costs or other expenses or costs. |
For purposes of item (i) above, “extraordinary items” shall mean all items of gain, loss or expense for the fiscal year determined to be extraordinary or unusual in nature or infrequent in occurrence or related to a corporate transaction (including, without limitation, a disposition or acquisition) or restructuring or related to a change in accounting principles, all as determined in accordance with standards established by Opinion No. 30 of the Accounting Principles Board. Each financial metric described in item (i) above may be on a business unit, geographic segment, total company or per-share basis, and on a GAAP or non-GAAP adjusted basis. The Performance Criteria may be based upon the attainment of specified levels of performance under one or more of the measures described above relative to the performance of other entities. The Committee may designate additional business criteria on which the Performance Criteria may be based or adjust, modify or amend the aforementioned business criteria, including to take into account actions approved by the Board or a committee thereof that affect the achievement of the original performance criteria. Performance Criteria may include a threshold level of performance below which no Award will be earned, a level of performance at which the target amount of an Award will be earned and a level of performance at which the maximum amount of the Award will be earned. The Committee, in its sole discretion, shall make equitable adjustments to the Performance Criteria in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or the financial statements of the Company or any Subsidiary, in response to changes in applicable laws or regulations, including changes in generally accepted accounting principles, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles, as applicable. “Person” shall have the meaning set forth in Section 14(d)(2) of the Exchange Act. “Restricted Shares” shall mean an Award of Common Shares that is subject to the terms, conditions, restrictions and limitations described or referred to in Section 7(d)(iii). “SAR” shall mean a share appreciation right that is subject to the terms, conditions, restrictions and limitations described or referred to in Section 7(b). Bausch Health Companies Inc. | B-4
| 2024 Proxy Statement |
TABLE OF CONTENTS “Section 16(a) Insider” shall mean an Eligible Recipient who is subject to the reporting requirements of Section 16(a) of the Exchange Act. “Separation from Service” shall have the meaning set forth in Section 1.409A-1(h) of the Treasury Regulations. “Service Agreement” means any employment, severance, consulting or similar agreement between the applicable Participant and the Company or any of its Subsidiaries. “Specified Employee” shall have the meaning set forth in Section 409A of the Code and the Treasury Regulations promulgated thereunder. “Share Award” shall have the meaning set forth in Section 7(d)(i). “Share Payment” shall mean a share payment that is subject to the terms, conditions, and limitations described or referred to in Section 7(d)(ii). “Share Unit” shall mean a share unit that is subject to the terms, conditions and limitations described or referred to in Section 7(c). TABLE OF CONTENTS
“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations (other than the last corporation) in the unbroken chain owns shares possessing fifty percent (50%) or more of the total combined voting power of all classes of shares in one of the other corporations in the chain (or such lesser percent as is permitted by Section 1.409A-1(b)(5)(iii)(E) of the Treasury Regulations). “Substitute Award” means an Award granted in connection with a transaction between the Company (or a Subsidiary) and another entity or business acquired by the Company (or a Subsidiary), or with which the Company or a Subsidiary combines, in substitution or exchange for, or conversion, adjustment, assumption or replacement of, awards previously granted by such other entity or business. “Termination of Service” means, unless as otherwise provided in an Award Agreement, in the case of a Participant who is an Employee, cessation of the employment relationship such that the Participant is no longer an employee of the Company or any Subsidiary, or, in the case of a Participant who is a Consultant or non-employee Director, the date the performance of services for the Company or any Subsidiary has ended; provided, however, that in the case of a Participant who is an Employee, the transfer of employment from the Company to a Subsidiary, from a Subsidiary to the Company, from one Subsidiary to another Subsidiary or, unless the Committee determines otherwise, the cessation of employee status but the continuation of the performance of services for the Company or a Subsidiary as a Director or Consultant shall not be deemed a cessation of service that would constitute a Termination of Service; provided, further, that a Termination of Service shall be deemed to occur for a Participant employed by, or performing services for, a Subsidiary when such Subsidiary ceases to be a Subsidiary unless such Participant’s employment or service continues with the Company or another Subsidiary. Notwithstanding the foregoing, with respect to any Award subject to Section 409A of the Code (and not exempt therefrom), a Termination of Service occurs when a Participant experiences a Separation of Service. “Transferred Shares” shall have the meaning set forth in Section 6(a). “Treasury Regulations” shall mean the regulations promulgated under the Code by the United States Internal Revenue Service, as amended. “TSX” means the Toronto Stock Exchange. (a)
| Committee Authority.Authority. Subject to applicable law, the Committee shall have full and exclusive power to administer and interpret the Plan, to grant Awards and to adopt such administrative rules, regulations, procedures and guidelines governing the Plan and the Awards as it deems appropriate, in its sole discretion, from time to time. The Committee’s authority shall include, but not be limited to, the authority to (i) determine the type of Awards (including Substitute Awards) to be granted under the Plan; (ii) select Award recipients and determine the extent of their participation; (iii) determine Performance Criteria; (iv) establish |
Bausch Health Companies Inc. | B-5
| 2024 Proxy Statement |
TABLE OF CONTENTS all other terms, conditions, and limitations applicable to Awards, Award programs and, if applicable, the Common Shares issued pursuant thereto; (v) determine whether, to what extent, under what circumstances and by which methods Awards may be settled or exercised in cash, Common Shares, other Awards, other property, net settlement (including broker- assisted cashless exercise), or any combination thereof, or canceled, forfeited or suspended; and (vi) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. The Committee may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards, waive any conditions or restrictions imposed with respect to Awards or the Common Shares issued pursuant to Awards and make any and all other determinations that it deems appropriate with respect to the administration of the Plan, subject to the limitations contained in Sections 6(d) and 19 of the Plan and applicable law and listing rules with respect to all Participants. |
(b)
| Administration of the Plan.Plan. The administration of the Plan shall be managed by the Committee. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee shall have the power to prescribe and modify the forms of Award Agreement, correct any defect, supply any omission or clarify any inconsistency in the Plan and/or in any Award Agreement and take such actions and make such administrative determinations that the Committee deems appropriate in its sole discretion. Any decision of the Committee in the administration of the Plan, as described herein, shall be final, binding and conclusive on all parties concerned, including the Company, its shareholders and Subsidiaries and all Participants. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein. |
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such administrative determinations that the Committee deems appropriate in its sole discretion. Any decision of the Committee in the administration of the Plan, as described herein, shall be final, binding and conclusive on all parties concerned, including the Company, its shareholders and Subsidiaries and all Participants. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.
(c)
| Delegation of Authority.Authority. To the extent permitted by applicable law, the Committee may at any time delegate to one or more officers or Directors of the Company some or all of its authority over the administration of the Plan (including the authority to grant Awards under the Plan), with respect to individuals who are not Section 16(a) Insiders. |
(d)
| Indemnification.Indemnification. No member of the Committee or any other Person to whom any duty or power relating to the administration or interpretation of the Plan has been delegated shall be personally liable for any action or determination made with respect to the Plan, except for his or her own willful misconduct or as expressly provided by statute. The members of the Committee and its delegates, including any employee with responsibilities relating to the administration of the Plan, shall be entitled to indemnification and reimbursement from the Company, to the extent permitted by applicable law and the by-laws and policies of the Company. To the fullest extent permitted by the law, in the performance of its functions under the Plan, the Committee (and each member of the Committee and its delegates) shall be entitled to rely upon information and advice furnished by the Company’s officers, accountants, counsel and any other party they deem appropriate, and neither the Committee nor any such Person shall be liable for any action taken or not taken in reliance upon any such advice.
|
(a)
| Eligible Recipients.Recipients. Subject to applicable law and Section 7 hereof, the Committee shall determine, in its sole discretion, which Eligible Recipients shall be granted Awards under the Plan. Holders of equity compensation awards granted by an entity or business that is acquired by the Company or a Subsidiary (or whose business is acquired by the Company or a Subsidiary) or with which the Company or a Subsidiary combines are eligible for grants of Substitute Awards under the Plan to the extent permitted under applicable law and the applicable regulations of any stock exchange on which the Company is then listed. |
(b)
| Participation outside of the United States.States. In order to facilitate the granting of Awards to Employees who are foreign nationals or who are employed outside of the U.S., the Committee may provide for such special terms and conditions, including, without limitation, substitutes for Awards, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. The Committee may approve any supplements to, or amendments, restatements or alternative versions of, this Plan (including sub-plans) as it may consider necessary or appropriate for the purposes of this Section 5(b) without thereby affecting the terms of this Plan as in effect for any other purpose, and the appropriate officer of the Company may certify any such documents as having been approved and adopted pursuant to properly delegated authority; provided, that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the intent and purpose of this Plan, as then in effect; further provided that any such action taken with respect to an Employee who is subject to Section 409A of the Code shall be taken in compliance with Section 409A of the Code. |
Bausch Health Companies Inc. | B-6
| 2024 Proxy Statement |
TABLE OF CONTENTS without thereby affecting the terms of this Plan as in effect for any other purpose, and the appropriate officer of the Company may certify any such documents as having been approved and adopted pursuant to properly delegated authority; provided, that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the intent and purpose of this Plan, as then in effect; further provided that any such action taken with respect to an Employee who is subject to Section 409A of the Code shall be taken in compliance with Section 409A of the Code. 6.
| Available Shares of Common Shares |
(a)
| Shares Subject to the Plan.Plan. Subject to the following provisions of this Section 6, the maximum number of Common Shares that may be issued to Participants pursuant to Awards (all of which may be granted as ISOs) shall be equal to the sum of (i) 55,268,82562,768,825 Common Shares, (ii) 7,500,00020,000,000 Common Shares and (iii) the number of Common Shares becoming available for reuse after awards are terminated, forfeited, cancelled, exchanged or surrendered following the Effective Date under the Company’s 2011 Omnibus Incentive Plan (the “Transferred Shares”). For the avoidance of doubt, the Transferred Shares shall no longer be available under the Company’s 2011 Omnibus Incentive Plan. Common Shares issued pursuant to Awards granted under the Plan may be shares that have been authorized but unissued, or have been purchased in open market transactions or otherwise. |
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(b)
| Forfeited and Expired Awards.Awards. If any shares subject to an Award (other than a Substitute Award) are forfeited, canceled, exchanged or surrendered, or if an Award (other than a Substitute Award) terminates or expires without a distribution of Common Shares to the Participant, the Common Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan. Notwithstanding the foregoing, (i) the Common Shares surrendered or withheld as payment of either the exercise price of an Option (including shares otherwise underlying an Award of a SAR that are retained by the Company to account for the exercise price of such SAR) and/or withholding taxes in respect of an Award shall no longer be available for Awards under the Plan and (ii) any Common Shares subject to any Substitute Award that is (A) forfeited, cancelled, exchanged, surrendered, cancelled or otherwise terminates or expires without a distribution of Common Shares or (B) surrendered or withheld as payment of either the exercise price of a Substitute Award and/or withholding taxes in respect of a Substitute Award, in each case, will not again become available for distribution in connection with Awards under the Plan. |
(c)
| Other Items Not Included in Allocation.Allocation. The maximum number of Common Shares that may be issued under the Plan as set forth in Section 6(a) shall not be affected by (i) the payment in cash of dividends or dividend equivalents in connection with outstanding Awards to the extent such cash dividends or dividend equivalents are permitted in accordance with Section 8; (ii) the granting or payment of share- denominated Awards that by their terms may be settled only in cash, (iii) the granting of Cash Awards; or (iv) the grant of, or issuance of Common Shares pursuant to, Substitute Awards. For the avoidance of doubt, Common Shares underlying Substitute Awards and Common Shares remaining available for grant under a plan of an acquired company or of a company with which the Company or a Subsidiary combines (whether by way of amalgamation, merger, sale and purchase of shares or other securities or otherwise), appropriately adjusted to reflect the acquisition or combination transaction, shall not reduce the number of Common Shares remaining available for grant hereunder. |
(d)
| ISO Limit.Limit. Subject to Section 6(f), the maximum number of Common Shares available for issuance with respect to ISOs shall be 62,768,825.82,768,825. |
(e)
| Other Limitations on Shares that May be Granted under the Plan.Plan. Subject to Section 6(f), (i) the number of Common Shares issuable to Insiders, at any time, under all security-based compensation arrangements of the Company, cannot exceed 10% of issued and outstanding Common Shares of the Company; (ii) the number of Common Shares issued to Insiders, within any one year period, under all security-based compensation arrangements of the Company, cannot exceed 10% of issued and outstanding securities; and (iii) the number of Common Shares issuable to non-employee members of the Board, at any time, under all security-based compensation arrangements of the Company, cannot exceed 1% of issued and outstanding Common Shares of the Company. |
Bausch Health Companies Inc. | B-7
| 2024 Proxy Statement |
TABLE OF CONTENTS (f)
| Adjustments.Adjustments. In the event of any change in the Company’s capital structure, including, but not limited to, a change in the number of Common Shares outstanding, on account of (i) any stock dividend, stock split, reverse stock split or any similar equity restructuring or (ii) any combination or exchange of equity securities, merger, consolidation, recapitalization, reorganization, or divesture or any other similar event affecting the Company’s capital structure, or change in applicable laws, regulations or accounting principles, to reflect such change in the Company’s capital structure, the Committee shall make appropriate equitable adjustments to the maximum number of Common Shares that may be issued under the Plan as set forth in Section 6(a) and the limits set forth in Section 6(d) and Section 6(e). In the event of any extraordinary dividend, divestiture or other distribution (other than ordinary cash dividends) of assets to shareholders, or any transaction or event described above, to the extent necessary to prevent the enlargement or diminution of the rights of Participants, the Committee shall make appropriate equitable adjustments to the number or kind of shares subject to an outstanding Award (including the identity of the issuer), the exercise or hurdle price applicable to an outstanding Award, and/or any measure of performance that relates to an outstanding Award, including any applicable Performance Criteria. Any adjustment to ISOs under this Section 6(f) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code. With respect to Awards subject to Section 409A of the Code, any adjustments under this Section 6(f) shall conform to the requirements of Section 409A of the Code. Notwithstanding anything set forth herein to the contrary, the Committee may, in its discretion, decline to adjust any Award made to a Participant, if it determines that such adjustment would violate applicable law or result in adverse tax consequences to the Participant or to the Company. If, as a result of any adjustment under this section 6(f), a Participant would become entitled to a fractional Common Share, the Participant has the right to acquire only the adjusted number of full Common Shares and no payment or other adjustment will be made with respect to the fractional Common Shares so disregarded. Adjustments under this Section 6(f) are subject to any applicable regulatory approvals.
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would violate applicable law or result in adverse tax consequences to the Participant or to the Company. If, as a result of any adjustment under this section 6(f), a Participant would become entitled to a fractional Common Share, the Participant has the right to acquire only the adjusted number of full Common Shares and no payment or other adjustment will be made with respect to the fractional Common Shares so disregarded. Adjustments under this Section 6(f) are subject to any applicable regulatory approvals.
(g)
| Non-Employee Director Limitations.Limitations. In any calendar year, no Participant who is a non-employee Director shall be granted Options, SARs, Share Units, Share Awards, Cash Awards or any other compensation with an aggregate fair market value as of the grant date (as determined in accordance with applicable accounting standards) or payment date, as applicable, in excess of $750,000. |
Awards under the Plan may be granted in the form of Options, SARs, Share Units, Share Awards or Cash Awards as described below. Awards may be granted singly, in combination or in tandem as determined by the Committee, in its sole discretion. (a)
| Options.Options. Options granted under the Plan shall be designated as Nonqualified Stock Options or ISOs. Options shall expire after such period, not to exceed a maximum of ten years, as may be determined by the Committee (the “Original Term”). If an Option is exercisable in installments, such installments or portions thereof that become exercisable shall remain exercisable until the Option expires or is otherwise canceled pursuant to its terms. Notwithstanding anything to the contrary in this Section 7(a), except as otherwise determined by the Committee, and subject to compliance with Section 409A of the Code (including Section 1.409A-1(v)(C)(1) of the Treasury Regulations), if the Original Term of an Option held by a Participant expires during a Blackout Period, the term of such Option shall be extended until the tenth Business Day following the end of the Blackout Period, at which time any unexercised portion of the Option shall expire; provided, however, that in no event shall such extension pursuant to this provision result in the term of such Option being extended beyond the latest date which would not result in an extension within the meaning of Section 1.409A-1(v)(C)(1) of the Treasury Regulations. Except as otherwise provided in this Section 7(a), Options shall be subject to the terms, conditions, restrictions, and limitations determined by the Committee, in its sole discretion, from time to time.
|
(i)
| Exercise Price.Price. The Committee shall determine the exercise price per share for each Option, which, except with respect to Substitute Awards, shall not be less than 100% of the Market Price (as of the date of grant) of the Common Shares subject to the Option. |
Bausch Health Companies Inc. | B-8
| 2024 Proxy Statement |
TABLE OF CONTENTS (ii)
| Exercise of Options.Options. Upon satisfaction of the applicable conditions relating to vesting and exercisability, as determined by the Committee, and upon provision for the payment in full of the exercise price and applicable taxes due, the Participant shall be entitled to exercise the Option and receive the number of Common Shares issuable in connection with the Option exercise. The Common Shares issued in connection with the Option exercise may be subject to such conditions and restrictions as the Committee may determine, from time to time. The exercise price of an Option and applicable withholding taxes relating to an Option exercise may be paid by methods permitted by the Committee from time to time including, but not limited to, (1) a cash payment; (2) tendering (either actually or by attestation) Common Shares owned by the Participant (for any minimum period of time that the Committee, in its discretion, may specify), valued at the Market Price at the time of exercise; (3) arranging to have the appropriate number of Common Shares issuable upon the exercise of an Option withheld or sold (including pursuant to a “sell-to-cover” method) pursuant to such procedures as determined by the Committee in its discretion; or (4) any combination of the above. Additionally, the Committee may provide that an Option may be “net exercised,” meaning that upon the exercise of an Option or any portion thereof, the Company shall deliver the number of whole Common Shares equal to (A) the difference between (x) the aggregate Market Price of the Common Shares subject to the Option (or the portion of such Option then being exercised) and (y) the aggregate exercise price for all such Common Shares under the Option (or the portion thereof then being exercised) plus (to the extent it would not give rise to adverse accounting consequences pursuant to applicable accounting principles or to adverse tax consequences to the Participants under Canadian federal, provincial or territorial tax laws) the amount of withholding tax due upon exercise divided by (B) the Market Price of a Common Share on the date of exercise. Any fractional share that would result from such equation shall be canceled. |
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(iii)
| ISOs.ISOs. The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms, conditions, limitations and administrative procedures established by the Committee from time to time in accordance with the Plan. At the discretion of the Committee, ISOs may be granted only to an employee of the Company, its “parent corporation” (as such term is defined in Section 424(e) of the Code) or a Subsidiary.
|
(1)
| ISO Grants to 10% Shareholders.Shareholders. Notwithstanding anything to the contrary in this Section 7(a), if an ISO is granted to a Participant who owns shares representing more than ten percent of the voting power of all classes of shares of the Company, its “parent corporation” (as such term is defined in Section 424 (e) of the Code) or a Subsidiary, the term of the Option shall not exceed five years from the time of grant of such Option and the exercise price shall be at least 110 percent of the Market Price (as of the date of grant) of the Common Shares subject to the Option. |
(2)
| $100,000 Per Year Limitation for ISOs.ISOs. To the extent the aggregate Market Price (determined as of the date of grant) of the Common Shares for which ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock Options. |
(3)
| Disqualifying Dispositions.Dispositions. Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately after the date he or she makes a “disqualifying disposition” of any Common Shares acquired pursuant to the exercise of such ISO. A “disqualifying disposition” is any disposition (including any sale) of such Common Shares before the later of (i) two years after the date of grant of the ISO and (ii) one year after the date the Participant acquired the Common Shares by exercising the ISO. The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any Common Shares acquired pursuant to the exercise of an ISO as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such shares. |
(iv)
| No Dividends or Dividend Equivalents.Equivalents. No Option will be eligible for the payment of dividends or dividend equivalents. |
(v)
| Subject to applicable laws and Company policies, the Committee may provide in any applicable Award Agreement that, if, as of the last day of the Original Term of the Option, (i) the Market Price of the Common Shares subject to the Option exceeds the aggregate exercise price of the Option and (ii) the Participant has not previously exercised such Option, then the Option shall be deemed to have been automatically exercised by the Participant on such date (the “Automatic Exercise Date”), which such automatic exercise shall be made on a “net exercise” basis (pursuant to such terms and procedures as determined by the Committee) to cover the applicable exercise price applicable to such Option and any applicable tax withholding obligations; provided that, unless otherwise determined by the Committee, this Section 7(a)(v) shall not apply to any Option held by a Participant who has incurred a Termination of Service on or before the Automatic Exercise Date. |
Bausch Health Companies Inc. | B-9
| 2024 Proxy Statement |
TABLE OF CONTENTS exceeds the aggregate exercise price of the Option and (ii) the Participant has not previously exercised such Option, then the Option shall be deemed to have been automatically exercised by the Participant on such date (the “Automatic Exercise Date”), which such automatic exercise shall be made on a “net exercise” basis (pursuant to such terms and procedures as determined by the Committee) to cover the applicable exercise price applicable to such Option and any applicable tax withholding obligations; provided that, unless otherwise determined by the Committee, this Section 7(a)(v) shall not apply to any Option held by a Participant who has incurred a Termination of Service on or before the Automatic Exercise Date. (b)
| Share Appreciation Rights.Rights. A SAR represents the right to receive a payment in cash, Common Shares, or a combination thereof, in an amount equal to the product of (1) the excess of the Market Price per Common Share on the date the SAR is exercised over the exercise price per Common Share of such SAR (which exercise price shall be no less than 100% of the Market Price of the Common Shares subject to the SAR as of the date the SAR was granted, except in the case of Substitute Awards) and (2) the number of Common Shares subject to the portion of the SAR being exercised. If a SAR is paid in Common Shares, the number of Common Shares to be delivered will equal the amount determined to be payable in accordance with the prior sentence divided by the Market Price of a Common Share at the time of payment. The Committee shall establish the Original Term of a SAR, which shall not exceed a maximum of ten years. Notwithstanding anything to the contrary in this Section 7(b), except as otherwise determined by the Committee, and subject to compliance with Section 409A of the Code (including Section 1.409A-1(v)(C)(1) of the Treasury Regulations) if the Original Term of a SAR held by the Participant expires during a Blackout Period, the term of such SAR shall be extended until the tenth Business Day following the end of the Blackout Period, at which time any unexercised portion of the SAR shall expire; provided, however, that in no event shall such extension pursuant to this provision result in the term of such SAR being extended beyond the latest date which would not result in an extension within the meaning of Section 1.409A-1(v)(C)(1) of the Treasury Regulations. Except as otherwise provided in this Section 7(b), SARs shall be subject to the terms, conditions, restrictions and limitations determined by the Committee, in its sole discretion, from time to time. A SAR may only be granted to an Eligible Recipient to whom an Option could be granted under the Plan. No SAR will be eligible for the payment of dividends or dividend equivalents. |
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provision result in the term of such SAR being extended beyond the latest date which would not result in an extension within the meaning of Section 1.409A-1(v)(C)(1) of the Treasury Regulations. Except as otherwise provided in this Section 7(b), SARs shall be subject to the terms, conditions, restrictions and limitations determined by the Committee, in its sole discretion, from time to time. A SAR may only be granted to an Eligible Recipient to whom an Option could be granted under the Plan. No SAR will be eligible for the payment of dividends or dividend equivalents.
(c)
| Share Units.Units. A Share Unit is an Award that represents the right to receive a Common Share or a cash payment equal to the Market Price of a Common Share. Share Units shall be subject to such terms and conditions (including, without limitation, service-based and/or performance-based vesting conditions, including Performance Criteria), restrictions and limitations as the Committee may determine to be applicable to such Share Units, in its sole discretion, from time to time and set forth in the applicable Award Agreement. |
(i)
| Blackout Period.Period. In the event that any Share Unit is scheduled by its terms to be settled in Common Shares (the “Original Distribution Date”) during a Blackout Period, then, if the Participant is restricted from selling Common Shares during the Blackout Period, the Committee, in its discretion, may determine that such Common Shares subject to the Share Unit shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable following the expiration of the Blackout Period; provided, however, that in no event shall the delivery of the Common Shares be delayed pursuant to this provision beyond the latest date on which such delivery could be made without violating Section 409A of the Code. |
(i)
| Form of Awards.Awards. The Committee may grant Awards that are payable in Common Shares or denominated in units equivalent in value to Common Shares or are otherwise based on or related to Common Shares (“Share Awards”), including, but not limited to, Share Payments, Restricted Shares and Deferred Shares. Share Awards shall be subject to such terms, conditions (including, without limitation, service-based and performance-based vesting conditions, including Performance Criteria), restrictions and limitations as the Committee may determine to be applicable to such Share Awards, in its sole discretion, from time to time. |
Bausch Health Companies Inc. | B-10
| 2024 Proxy Statement |
TABLE OF CONTENTS (ii)
| Share Payment.Payment. If not prohibited by applicable law, the Committee may issue unrestricted Common Shares in such amounts and subject to such terms and conditions as the Committee shall from time to time in its sole discretion determine. A Share Payment may (but need not) be granted as, or in payment of, a bonus, or to provide incentives or recognize special achievements or contributions. |
(iii)
| Restricted Shares.Shares. Restricted Shares shall be subject to the terms, conditions, restrictions, and limitations determined by the Committee, in its sole discretion, from time to time. The number of Restricted Shares allocable to an Award under the Plan shall be determined by the Committee in its sole discretion. |
(iv)
| Deferred Shares.Shares. Subject to Section 409A of the Code (to the extent applicable), Deferred Shares shall be subject to the terms, conditions, restrictions and limitations determined by the Committee, in its sole discretion, from time to time. A Participant who receives an Award of Deferred Shares shall be entitled to receive the number of Common Shares allocable to his or her Award, as determined by the Committee in its sole discretion, from time to time, at the end of a specified deferral period determined by the Committee. Awards of Deferred Shares represent only an unfunded, unsecured promise to deliver shares in the future and shall not give Participants any greater rights than those of an unsecured general creditor of the Company. |
(e)
| Cash Awards.Awards. The Committee may grant Awards that are payable to Participants solely in cash, as deemed by the Committee to be consistent with the purposes of the Plan, and, except as otherwise provided in this Section 7(e), such Cash Awards shall be subject to the terms, conditions, restrictions, and limitations determined by the Committee, in its sole discretion, from time to time. Awards granted pursuant to this Section 7(e) may be granted with value and payment contingent upon the achievement of Performance Criteria. Payments earned hereunder may be decreased or increased in the sole discretion of the Committee based on such factors as it deems appropriate. |
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(f)
| Unless the applicable Award Agreement provides otherwise or the Committee determines otherwise, (i) vesting with respect to an Award will cease upon a Termination of Service, and unvested Awards shall be forfeited upon such termination and (ii) in the case of a Termination of Service for Cause, vested Awards shall also be forfeited. |
8.
| Dividends and Dividend Equivalents |
The Committee may, in its sole discretion, provide that Share Units and/or Share Awards shall earn dividends or dividend equivalents, as applicable. Such dividends or dividend equivalents may be credited to an account maintained on the books of the Company. Any payment or crediting of dividends or dividend equivalents will be subject to such terms, conditions, restrictions and limitations as the Committee may establish, from time to time, in its sole discretion, including, without limitation, reinvestment in additional Common Shares or common share equivalents; provided, however, if the payment or crediting of dividends or dividend equivalents is in respect of a Share Unit or Share Award that is subject to Section 409A of the Code, then the payment or crediting of such dividends or dividend equivalents shall conform to the requirements of Code Section 409A of the Code and such requirements shall be specified in writing. Notwithstanding the foregoing, dividends or dividend equivalents (i) shall have the same vesting dates and shall be paid in accordance with the same terms as the Award to which they relate and (ii) with respect to any Award subject to the achievement of Performance Criteria, shall not be paid unless and until the relevant Performance Criteria have been satisfied, and then only to the extent determined by the Committee, as specified in the Award Agreement. Except as may be permitted by the Committee or as specifically provided in an Award Agreement, Awards granted under the Plan, and during any period of restriction on transferability, Common Shares issued in connection with the exercise of an Option or a SAR, may not be sold, pledged, hypothecated, assigned, margined or otherwise transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares underlying such Award have been issued, and all restrictions applicable to such shares have lapsed or have been waived by the Committee. No Award or interest or right therein shall be subject to the debts, contracts or engagements of a Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law, by Bausch Health Companies Inc. | B-11
| 2024 Proxy Statement |
TABLE OF CONTENTS judgment, lien, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy and divorce), and any attempted disposition thereof shall be null and void, of no effect, and not binding on the Company in any way. Notwithstanding the foregoing, the Committee may, in its sole discretion, permit (on such terms, conditions and limitations as it may establish) Nonqualified Stock Options and/or shares issued in connection with an Option or a SAR exercise that are subject to restrictions on transferability, to be transferred to a member of a Participant’s immediate family or to a trust or similar vehicle for the benefit of a Participant’s immediate family members. During the lifetime of a Participant, all rights with respect to Awards shall be exercisable only by such Participant or, if applicable pursuant to the preceding sentence, a permitted transferee. 10.
| Effect of a Termination of Service |
(a)
| The Committee may provide, by rule or regulation or in any applicable Award Agreement, or may determine in any individual case, the circumstances in which, and the extent to which, an Award may be exercised, settled, vested, paid or forfeited in the event of a Participant’s Termination of Service. |
(b)
| Subject to Section 409A of the Code, the Committee may determine, in its discretion, whether, and the extent to which, (i) an Award will vest during a leave of absence, (ii) a reduction in service level (for example, from full-time to part-time employment) will cause a reduction, or other change, to an Award and (iii) a leave of absence or reduction in service will be deemed a Termination of Service. |
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(a)
| Unless otherwise determined in an Award Agreement, in the event of a Change of Control: |
(i)
| With respect to each outstanding Award that is assumed or substituted in connection with a Change of Control, in the event of a Termination of Service without Cause or by the Participant for Good Reason during the 12-month period following such Change of Control (i) such Award shall become fully vested and exercisable, (ii) the restrictions, payment conditions, and forfeiture conditions applicable to any such Award granted shall lapse, and (iii) any performance conditions (including any Performance Criteria) imposed with respect to Awards shall be deemed to be achieved at target performance levels or at such other level as determined by the Committee in its discretion or specified in the applicable Award Agreement or the definitive transaction documentation in connection with such Change of Control. |
(ii)
| With respect to each outstanding Award that is not assumed or substituted in connection with a Change of Control immediately upon the occurrence of the Change of Control, (x) such Award (including both time-based and performance-based Awards) shall become fully vested and exercisable based on a fraction, the numerator of which is the number of days between the grant date and the date of the Change of Control and the denominator of which is the number of days during the period beginning on the grant date of the Award and ending on the date of vesting of the Award or such other period determined by the Committee in its discretion or as set forth in the applicable Award Agreement, (y) the restrictions, payment conditions, and forfeiture conditions applicable to any such Award granted shall lapse, and (z) any performance conditions (including any Performance Criteria) imposed with respect to performance-based Awards shall be deemed to be achieved at target performance levels (for the avoidance of doubt, prorated in accordance with clause (x)) or at such other level as determined by the Committee in its discretion or specified in the applicable Award Agreement or the definitive transaction documentation in connection with such Change of Control. |
(iii)
| For purposes of this Section 10, an Award shall be considered assumed or substituted for if, following the Change of Control, the Award remains subject to the same terms and conditions that were applicable to the Award immediately prior to the Change of Control except that, if the Award related to Common Shares, the Award instead confers the right to receive common shares of the acquiring entity (or its parent). |
(iv)
| Notwithstanding any other provision of the Plan, in the event of a Change of Control, the Committee (a) may, in its discretion provide that each Option and each SAR which may, by its terms, only be settled in shares shall, immediately prior to the occurrence of a Change of Control, be deemed to have been exercised on a “net exercise” basis; and (b) may, in its discretion, except as would otherwise result in adverse tax consequences under Code Section 409A, provide that each Award, other than Options and SARs which may, by their terms, only be settled in shares, shall, immediately upon the occurrence of a Change of Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (i) the excess of the consideration paid per Common Share in the Change of Control over the exercise or purchase price (if any) per Common Share subject to the Award multiplied by (ii) the number of Common Shares then outstanding under the Award; provided that, if the Intrinsic Value of an Option or SAR is equal to or less than zero, the Committee may, in its sole discretion, provide for the cancellation of such Award without payment of any consideration therefor (for the avoidance of doubt, in the event of a Change of Control, the Committee may, in its sole discretion, terminate any Option or SAR for which the exercise or purchase price is equal to or exceeds the per Common Share value of the consideration to be paid in the Change of Control transaction without payment of consideration therefor). |
Bausch Health Companies Inc. | B-12
| 2024 Proxy Statement |
TABLE OF CONTENTS prior to the occurrence of a Change of Control, be deemed to have been exercised on a “net exercise” basis; and (b) may, in its discretion, except as would otherwise result in adverse tax consequences under Code Section 409A, provide that each Award, other than Options and SARs which may, by their terms, only be settled in shares, shall, immediately upon the occurrence of a Change of Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (i) the excess of the consideration paid per Common Share in the Change of Control over the exercise or purchase price (if any) per Common Share subject to the Award multiplied by (ii) the number of Common Shares then outstanding under the Award; provided that, if the Intrinsic Value of an Option or SAR is equal to or less than zero, the Committee may, in its sole discretion, provide for the cancellation of such Award without payment of any consideration therefor (for the avoidance of doubt, in the event of a Change of Control, the Committee may, in its sole discretion, terminate any Option or SAR for which the exercise or purchase price is equal to or exceeds the per Common Share value of the consideration to be paid in the Change of Control transaction without payment of consideration therefor). (b)
| For purposes of this Agreement and, except to the extent as would result in a violation of Code Section 409A, a “Change of Control” shall be deemed to occur if and when the first of the following occurs: |
(i)
| the acquisition (other than from the Company), by any person (as such term is defined in Section 13(d) or 14(d) of the Exchange Act, including a “group” as defined in Section 13(d) thereof) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding voting securities; |
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(ii)
| the individuals who, as of the date hereof, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least a majority of the Board, unless the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, and such new director shall be considered as a member of the Incumbent Board; |
(iii)
| the closing of an amalgamation or similar business combination (each, an “Amalgamation”) involving the Company if (i) the shareholders of the Company, immediately before such Amalgamation, do not, as a result of such Amalgamation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such Amalgamation in substantially the same proportion as their ownership of the combined voting power of the voting securities of the Company outstanding immediately before such Amalgamation or (ii) immediately following the Amalgamation, the individuals who comprised the Board immediately prior thereto do not constitute at least a majority of the board of directors of the entity resulting from such Amalgamation (or, if the entity resulting from such Amalgamation is then a subsidiary, the ultimate parent thereof); |
(iv)
| a complete liquidation or dissolution of the Company or the consummation of the sale or other disposition of all or substantially all of the assets of the Company. |
(c)
| Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities is acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or any of its subsidiaries or (ii) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the shareholders of the Company in the same proportion as their ownership of shares in the Company immediately prior to such acquisition. In addition, notwithstanding the foregoing, solely to the extent required by Section 409A of the Code, a Change of Control shall be deemed to have occurred only if a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code and the Treasury Regulations thereunder. |
Bausch Health Companies Inc. | B-13
| 2024 Proxy Statement |
TABLE OF CONTENTS The Committee may specify in an Award Agreement that a Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include any Termination of Service, violation of material policies, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants, or requirements to comply with minimum share ownership requirements, that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Subsidiaries. The Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time, and the Committee may, to the extent permitted by applicable law and stock exchange rules or by any applicable Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to the Participant or any Common Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Common Shares underlying such Awards. All Awards are subject to the Bausch Health Companies Inc. Compensation Recoupment Policy and the Bausch Health Companies Inc. Clawback Policy, in each case as in effect from time to time. Each Award under the Plan shall be evidenced by an Award Agreement (as such may be amended from time to time) that sets forth the terms, conditions, restrictions and limitations applicable to the Award, including, but not limited to, the provisions governing vesting, exercisability, payment, forfeiture, and Termination of Service, all or some of which may be incorporated by reference into one or more other documents delivered or otherwise made available to a Participant in connection with an Award. TABLE OF CONTENTS
Participants shall be solely responsible for any applicable taxes (including, without limitation, income, payroll and excise taxes) and penalties, and any interest that accrues thereon, which they incur in connection with the receipt, vesting or exercise of an Award. The Company and its Subsidiaries shall have the right to require payment of, or may deduct from any payment made under the Plan or otherwise to a Participant, or may permit shares to be tendered or sold, including Common Shares delivered or vested in connection with an Award, in an amount sufficient to cover withholding of any federal, state, provincial, territorial, local, foreign or other governmental taxes or charges required by law or such greater amount of withholding as the Committee shall determine from time to time and to take such other action as may be necessary to satisfy any such withholding obligations. It shall be a condition to the obligation of the Company to issue Common Shares upon the exercise of an Option, or SAR, or upon settlement of a Share Award, that the Participant pay to the Company, on demand, such amount as may be requested by the Company for the purpose of satisfying any tax withholding liability. If the amount is not paid, the Company may refuse to issue shares. 15.
| Other Benefit and Compensation Programs |
Awards received by Participants under the Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of calculating payments or benefits from any Company benefit plan or severance program unless specifically provided for under the plan or program. Unless specifically set forth in an Award Agreement, Awards under the Plan are not intended as payment for compensation that otherwise would have been delivered in cash, and even if so intended, such Awards shall be subject to such vesting requirements and other terms, conditions and restrictions as may be provided in the Award Agreement. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. The Plan shall not establish any fiduciary relationship between the Company and any Participant or other Person. To the extent any Participant holds any rights by virtue of an Award granted under the Plan, such rights shall constitute general unsecured liabilities of the Company and shall not confer upon any Participant or any other Person any right, title, or interest in any assets of the Company. Bausch Health Companies Inc. | B-14
| 2024 Proxy Statement |
TABLE OF CONTENTS 17.
| Rights as a Shareholder |
Unless the Committee determines otherwise, a Participant shall not have any rights as a shareholder with respect to Common Shares covered by an Award until the date the Participant becomes the holder of record with respect to such Common Shares. No adjustment will be made for dividends or other rights for which the record date is prior to such date, except as provided in Section 8. No Eligible Recipient shall have any claim or right to be granted an Award under the Plan. There shall be no obligation of uniformity of treatment of Eligible Recipients under the Plan. Further, the Company and its Subsidiaries may adopt other compensation programs, plans or arrangements as deemed appropriate or necessary. The adoption of the Plan, or grant of an Award, shall not confer upon any Eligible Recipient any right to continued employment or service in any particular position or at any particular rate of compensation, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate the employment or service of Eligible Recipients at any time, free from any claim or liability under the Plan. 19.
| Amendment and Termination |
(a)
| The Plan and any Award may be amended, suspended or terminated at any time by the Board, provided that no amendment shall be made without shareholder approval if such shareholder approval is required in order to comply with applicable law or the rules of the New York Stock Exchange, the rules of the TSX, or any other securities exchange on which the Common Shares are traded or quoted. Except as otherwise provided in Section 11(a), no termination, suspension or amendment of the Plan or any Award shall materially adversely affect the right of any Participant with respect to any Award theretofore granted, as determined by the Committee, without such Participant’s written consent. |
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(b)
| Notwithstanding Section 19(a), the Company shall obtain shareholder approval for: (i) except as provided in Section 6(f), a reduction in the exercise price or purchase price of an Award (or the cancellation and re-grant of an Award resulting in a lower exercise price or purchase price); (ii) the extension of the Original Term of an Option; (iii) any amendment to the ISO limits described in Section 6(d); (iv) any amendment to remove or to exceed the participation limits described in Section 6(e), including but not limited to those applicable to Insiders; (v) an increase to the maximum number of Common Shares issuable under the Plan pursuant to Section 6(a) (other than adjustments in accordance with Section 6(f)); (vi) amendments to this Section 19 other than amendments of a clerical nature; and (vii) any amendment that permits Awards to be transferable or assignable other than for normal estate settlement purposes or for other purposes not involving the receipt of monetary consideration. |
20.
| Option and SAR Repricing |
Except as provided in Section 6(f) and without limiting Section 19(b)(i), the Committee may not, without shareholder approval, seek to effect any re-pricing of any previously granted “underwater” Option or SAR by: (i) amending or modifying the terms of the Option or SAR to lower the exercise price; (ii) cancelling the underwater Option or SAR and granting either (A) replacement Options or SARs having a lower exercise price or (B) Restricted Shares, Share Units, or Other Share Awards in exchange; or (iii) cancelling or repurchasing the underwater Options or SARs for cash or other securities. An Option or SAR will be deemed to be “underwater” at any time when the Market Value of the Common Shares covered by such Award is less than the exercise price of the Award. 21.
| Successors and Assigns |
The Plan and any applicable Award Agreement shall be binding on all successors and assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors. Bausch Health Companies Inc. | B-15
| 2024 Proxy Statement |
TABLE OF CONTENTS If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Participant or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award Agreement, such provision shall be stricken as to such jurisdiction, Participant or Award, and the remainder of the Plan and any such Award Agreement shall remain in full force and effect. The Plan and all agreements entered into under the Plan shall be governed, construed and administered in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The Plan is designed and intended, to the extent applicable, to provide for grants and other transactions which are exempt under Rule 16b-3, and all provisions hereof shall be construed in a manner to so comply. Awards under the Plan are also intended to be exempt from, or otherwise comply with Section 409A of the Code to the extent subject thereto, and the Plan and all Awards shall be interpreted in accordance with Section 409A of the Code and Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of the Plan. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of a Participant’s Termination of Service with the Company shall be made to such Participant until such Participant’s Termination of Service constitutes a Separation from Service. For purposes of this Plan and any Award granted hereunder, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. If a participant is a Specified Employee, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, TABLE OF CONTENTS
such Participant shall not be entitled to any payments upon a termination of his or her employment or service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of such Participant’s Separation from Service or (ii) the date of such Participant’s death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 24 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) shall be paid to such Participant in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Plan will be paid in accordance with the normal payment dates specified for them herein or the terms of the applicable Award. If an Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), a Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if an Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), a Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to a Participant on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A, 4999 or 457A of the Code. In connection with the Plan, the Company or its Subsidiaries, as applicable, may need to process personal data (as such term, “personal information,” “personally identifiable information,” or any other term of comparable intent, is defined under applicable laws or regulations, in each case to the extent applicable) provided by the Participant to, or otherwise obtained by, the Company or its Subsidiaries, their respective third party service providers or others acting on the Company’s or its Subsidiaries’ behalf. Examples of Bausch Health Companies Inc. | B-16
| 2024 Proxy Statement |
TABLE OF CONTENTS such personal data may include, without limitation, the Participant’s name, account information, social security number, tax number and contact information. The Company or its Subsidiaries may process such personal data for the performance of the contract with the Participant in connection with the Plan and in its legitimate business interests for all purposes relating to the operation and performance of the Plan, including but not limited to: administering and maintaining Participant records; providing the services described in the Plan; providing information to future purchasers or merger partners of the Company or any Subsidiary, or the business in which such Participant works; and responding to public authorities, court orders and legal investigations and complying with law, as applicable. The Company or its Subsidiaries may share the Participant’s personal data with (i) Subsidiaries, (ii) trustees of any employee benefit trust, (iii) registrars, (iv) brokers, (v) third party administrators of the Plan, (vi) third party service providers acting on the Company’s or its Subsidiaries’ behalf to provide the services described above, (vii) future purchasers or merger partners (as described above) or (viii) regulators and others, as required by law or in order to provide the services described in the Plan. If necessary, the Company or its Subsidiaries may transfer the Participant’s personal data to any of the parties mentioned above in a country or territory that may not provide the same protection for the information as the Participant’s home country. Any transfer of the Participant’s personal data to recipients in a third country will be made subject to appropriate safeguards or applicable derogations provided for, and to the extent required, under applicable law. Further information on those safeguards or derogations can be obtained through, and other questions regarding this Section 25 may be directed to, the contact set forth in the applicable employee privacy notice or other privacy policy that previously has been made available by the Company or its applicable Subsidiary to the Participant (as applicable, and as updated from time to time by the Company or its applicable Subsidiary upon notice to the Participant, the “Employee Privacy Notice”). The terms set forth in this Section 25 are supplementary to the terms set forth in the Employee Privacy Notice (which, among other things, further describes the Company’s and its Subsidiaries’ processing activities, and the rights of the Participant, with respect to the Participant’s personal data); providedthat, in the event of any conflict between the terms of this Section 25 and the terms of the Employee Privacy Notice, the terms of this Section 25 shall govern and control in relation to the processing of such personal data in connection with the Plan. TABLE OF CONTENTS
The Company and its Subsidiaries will keep personal data collected in connection with the Plan for as long as necessary to operate the Plan or as necessary to comply with any legal or regulatory requirements and in accordance with the Company’s and its Subsidiaries’ backup and archival policies and procedures. Certain Participants may have a right, as further described in the Employee Privacy Notice, to (i) request access to and rectification or erasure of the personal data provided, (ii) request the restriction of the processing of his or her personal data, (iii) object to the processing of his or her personal data, (iv) receive the personal data provided to the Company or its Subsidiaries and transmit such data to another party, and (v) to lodge a complaint with a supervisory authority. Bausch Health Companies Inc. | B-17
| 2024 Proxy Statement |
TABLE OF CONTENTS Bausch Health Companies Inc.
Non-GAAP Information | | | Appendix 1
| Non-GAAP Information
| |
Use of Adjusted EBITDA (non-GAAP) and Adjusted EBITDA Excluding Bausch + Lomb (non-GAAP) To supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), in this Proxy Statement, the Company uses certain non-GAAP financial measures, including, Adjusted EBITDA (non-GAAP) and Adjusted EBITDA excluding Bausch + Lomb (non-GAAP), which do not have any standardized meaning under GAAP. Management uses these non-GAAP measures as key metrics in the evaluation of our Company’s performance and consolidated financial results and to forecast results as part of its guidance. Adjusted EBITDA (non-GAAP) and Adjusted EBITDA excluding Bausch + Lomb (non-GAAP) are intended to show our unleveraged, pre-tax operating results and therefore reflect our financial performance based on operational factors. In addition, cash bonuses for the Company’s executive officers and other key employees are based, in part, on the achievement of certain Adjusted EBITDA (non-GAAP) and Adjusted EBITDA targets. The Company believes these non-GAAP measure are useful to investors in their assessment of our operating performance and the valuation of our Company. In addition, these non-GAAP measures address questions the Company routinely receives from analysts and investors and, in order to assure that all investors have access to similar data, the Company has determined that it is appropriate to make this data available to all investors. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures and accordingly, our calculation of Adjusted EBITDA (non-GAAP) and Adjusted EBITDA excluding Bausch + Lomb (non-GAAP) may not be comparable to such similarly titled non-GAAP measures. The reconciliation of Net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP to Adjusted EBITDA (non-GAAP), is shown in the table below. Readers are encouraged to review this reconciliation and should consider this non-GAAP measure as a supplement to, not a substitute for, or superior to, the corresponding measure calculated in accordance with GAAP. Adjusted EBITDA (non-GAAP) is Net income (loss) (its most directly comparable GAAP financial measure) adjusted for interest expense, net, (Benefit from) provision for income taxes, depreciation and amortization and the following items: • | Asset impairments including loss on assets held for sale: The Company has excluded the impact of impairments of finite-lived and indefinite-lived intangible assets, as well as impairments of assets held for sale, as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions and divestitures. The Company believes that the adjustments of these items correlate with the sustainability of the Company’s operating performance. Although the Company excludes impairments of intangible assets and assets held for sale from measuring the performance of the Company and the business, the Company believes that it is important for investors to understand that intangible assets contribute to revenue generation. |
• | Goodwill impairments: The Company excludes the impact of goodwill impairments. When the Company has made acquisitions where the consideration paid was in excess of the fair value of the net assets acquired, the remaining purchase price is recorded as goodwill. For assets that we developed ourselves, no goodwill is recorded. Goodwill is not amortized but is tested for impairment. The amount of goodwill impairment is measured as the excess of a reporting unit’s carrying value over its fair value. Management excludes these charges in measuring the performance of the Company and the business. |
• | Restructuring, integration and transformation costs: The Company has incurred restructuring costs as it implemented certain strategies, which involved, among other things, improvements to its infrastructure and operations, internal reorganizations and impacts from the divestiture of assets and businesses. With regard to infrastructure and operational improvements which the Company has taken to improve efficiencies in the businesses and facilities, these tend to be costs intended to right size the business or organization that fluctuate significantly between periods in amount, size and timing, depending on the improvement project, reorganization or transaction. Additionally, with the recent completion of the B+L IPO, as the Company prepares for post-Separationpost-separation operations, the Company is launching certain transformation initiatives that will result in certain changes to and investment in its organizational structure and operations. These transformation initiatives arise outside of the ordinary course of continuing operations and, as is the case with the Company’s restructuring efforts, costs associated with these |
Bausch Health Companies Inc. | C-1
| 2024 Proxy Statement |
TABLE OF CONTENTS these transformation initiatives are expected to fluctuate between periods in amount, size and timing. These out-of-the-ordinary-course charges include third-party advisory costs, as well as certain severance-related costs (including the severance costs associated with the departure of Bausch + Lomb’s currentformer CEO). Investors should understand that the outcome of these transformation initiatives may result in future restructuring actions and certain of these charges could recur. The Company believes that the adjustments of these items provide supplemental information with regard to the sustainability of the Company’s operating performance, allow for a comparison of the financial results to historical operations and forward-looking guidance and, as a result, provide useful supplemental information to investors. • | Acquisition-related costs and adjustments excluding(excluding amortization of intangible assetsassets): The Company has excluded the impact of acquisition-related costs and fair value inventory step-up resulting from acquisitions as the amounts and frequency of such costs and adjustments are not consistent and are significantly impacted by the timing and size of its acquisitions. In addition, the company excludes acquisition-related contingent consideration non-cash adjustments due to the inherent uncertainty and volatility associated with such amounts based on changes in assumptions with respect to fair value estimates, and the amount and frequency of such adjustments are not consistent and are significantly impacted by the timing and size of the Company’s acquisitions, as well as the nature of the agreed-upon consideration. In addition, the Company excludes the impact of acquisition-related costs and fair value inventory step-up resulting from acquisitions as the amounts and frequency of such costs and adjustments are not consistent and are impacted by the timing and size of its acquisitions. There were no acquisition-related costs or fair value inventory step-up for the periods presented. |
• | Gain (loss) on extinguishment of debt: The Company has excluded gain (loss) on extinguishment of debt as this represents a gain or loss from refinancing our existing debt and is not a reflection of our operations for the period. Further, the amount and frequency of such amounts are not consistent and are significantly impacted by the timing and size of debt financing transactions and other factors in the debt market out of management’s control. |
• | Share-based compensation: The Company has excluded costs relating to share-based compensation. The Company believes that the exclusion of share-based compensation expense assists investors in the comparisons of operating results to peer companies. Share-based compensation expense can vary significantly based on the timing, size and nature of awards granted. |
• | Separation andcosts, separation-related costs, IPO costs and separation-related and IPO-related costs: The Company has excluded certain costs incurred in connection with activities taken to:regarding: (i) separatethe separation of the eye-health business and the separation of the Solta aesthetic medical device businessesMedical business (which was suspended in 2022) from the remainder of the Company and (ii) registerthe registration of the eye-health business and the suspended registration of the Solta aesthetic medical device businessesMedical business as independent publicly traded entities. Separation and IPO costs are incremental costs directly related to effectuating the separation of the eye-health business and the suspended initial public offering (“IPO”) of the Solta aesthetic medical device business (the “Solta IPO”), which has now been suspended, and include, but are not limited to, legal, audit and advisory fees, talent acquisition costs and costs associated with establishing a new board of directors and related board committees. Separation-related and IPO-related costs are incremental costs indirectly related to the separation of the eye-health business and the suspended Solta IPO and include, but are not limited to, IT infrastructure and software licensing costs, rebranding costs and costs associated with facility relocation and/or modification. As these costs arise from events outside of the ordinary course of continuing operations, the Company believes that the adjustments of these items provide supplemental information with regard to the sustainability of the Company’s operating performance, allow for a comparison of the financial results to historical operations and forward-looking guidance and, as a result, provide useful supplemental information to investors. |
• | Other non-GAAP adjustments: The Company has excluded certain other amounts, including legal and other professional fees incurred in connection with legal and governmental proceedings, investigations and information requests regarding certain of our legacy distribution, marketing, pricing, disclosure and accounting practices, litigation and other matters, and net (gain) loss on sale of assets or other disposition of assets. Given the unique nature of the matters relating to these costs, the Company believes these items are not normal operating expenses. For example, legal settlements and judgments vary significantly, in their nature, size and frequency, and, due to this volatility, the Company believes the costs associated with legal settlements and judgments are not normal operating expenses. In addition, as opposed to more ordinary course matters, the Company considers that each of the recent proceedings, investigations and information requests, given their nature and frequency, are outside of the ordinary course and relate to unique circumstances. The Company has also excluded IT infrastructure investments that are the result of other, non-comparable events to measure operating performance. These events arise outside of the ordinary course of continuing operations. |
Bausch Health Companies Inc. | C-2
| 2024 Proxy Statement |
TABLE OF CONTENTS outside of the ordinary course and relate to unique circumstances. The Company has also excluded IT infrastructure investments that are the result of other, non-comparable events to measure operating performance. These events arise outside of the ordinary course of continuing operations. The Company has also excluded certain other costs, including settlement costsprofessional fees associated with the conversion of a portion of the Company’s defined benefit plan in Ireland to a defined contribution plan.contemplated, but not completed, strategic transactions. The Company excluded these costs as this event isthe consideration of such matters are outside of the ordinary course of continuing operations and isare infrequent in nature. The Company believes that the exclusion of such out-of-the-ordinary-course amounts provides supplemental information to assist in the comparison of the financial results of the Company from period to period and, therefore, provides useful supplemental information to investors. However, investors should understand that many of these costs could recur and that companies in our industry often face litigation. Prior to 2022, the Company had excluded expenses associated with acquired in-process research and development costs (“IPR&D”), as these amounts are inconsistent in amount and frequency and are significantly impacted by the timing, size and nature of acquisitions. Beginning in 2022, the Company no longer excludes IPR&D prospectively. The Company is making this change to align with views expressed by members of the staff of the SEC. The Company believes these costs are not material for the periods presented.
Adjusted EBITDA excluding Bausch + Lomb (non-GAAP) is Adjusted EBITDA (non-GAAP) adjusted to remove Adjusted EBITDA attributable to Bausch + Lomb (non-GAAP), as shown in the table below. Adjusted EBITDA excluding Bausch + Lomb is not intended to be, and may not be, representative of income from continuing operations (for Bausch Health excluding Bausch + Lomb) or from discontinued operations (for B+L) in accordance with GAAP, as: (i) the criteria for that accounting has not been met and (ii) certain cost allocations to BHC excluding B+L and B+L are not in accordance with the criteria for that accounting. As such, Adjusted EBITDA excluding Bausch + Lomb (non-GAAP) as included herein may not be indicative of the results of the operations or Adjusted EBITDA attributable to Bausch Health (non-GAAP) in the future, or if Bausch + Lomb met the criteria to be treated as a discontinued operation during any of the periods presented. Management believes that Adjusted EBITDA excluding Bausch + Lomb (non-GAAP), along with the GAAP and other non-GAAP measures used by management, most appropriately reflect how the Company measures the business internally and sets operational goals and incentives. In particular, the Company believes that these metrics focus management on the Company's underlying operational results and business performance. As a result, the Company uses these metrics to assess the actual financial performance of the Company and to forecast future results as part of its guidance. Management believes these metrics are a useful measure to evaluate current performance. These metrics are intended to show our unleveraged, pre-tax operating results and therefore reflects our financial performance based on operational factors. In addition, cash bonuses for the Company's executive officers and other key employees are based, in part, on the achievement of certain Adjusted EBITDA (non-GAAP) targets. Bausch Health Companies Inc. | C-3
| 2024 Proxy Statement |
TABLE OF CONTENTS Bausch Health Companies Inc. (unaudited) Net (loss) income | | | $(212) | | | $15 | | | $(227) | | | $(937) | | | $193 | | | $(1,130) | Interest expense, net | | | 1,450 | | | 140 | | | 1,310 | | | 1,419 | | | — | | | 1,419 | Provision for (benefit from) income taxes | | | 83 | | | 58 | | | 25 | | | (87) | | | 125 | | | (212) | Depreciation and amortization | | | 1,394 | | | 379 | | | 1,015 | | | 1,552 | | | 415 | | | 1,137 | EBITDA | | | 2,715 | | | 592 | | | 2,123 | | | 1,947 | | | 733 | | | 1,214 | Adjustments:
| | | | | | | | | | | | | | | | | | | Goodwill impairments | | | 824 | | | — | | | 824 | | | 469 | | | — | | | 469 | Asset impairments, including loss on assets held for sale | | | 15 | | | 1 | | | 14 | | | 234 | | | 12 | | | 222 | Restructuring, integration, and transformation costs | | | 58 | | | 36 | | | 22 | | | 18 | | | 11 | | | 7 | Acquisition related costs and adjustments (excluding amortization of intangible assets) | | | 30 | | | (4) | | | 34 | | | 11 | | | — | | | 11 | (Gain) loss on extinguishment of debt | | | (875) | | | — | | | (875) | | | 62 | | | — | | | 62 | Share based compensation | | | 126 | | | 62 | | | 64 | | | 128 | | | 62 | | | 66 | Separation costs, Separation-related costs, IPO costs and IPO-related costs | | | 127 | | | 35 | | | 92 | | | 164 | | | 3 | | | 161 | Other adjustments:
| | | | | | | | | | | | | | | | | | | Litigation and other matters | | | 9 | | | — | | | 9 | | | 356 | | | — | | | 356 | IT infrastructure investment | | | 15 | | | — | | | 15 | | | 27 | | | — | | | 27 | Legal and other professional fees(1) | | | 32 | | | 1 | | | 31 | | | 54 | | | (1) | | | 55 | Gain on sale of assets, net | | | (5) | | | — | | | (5) | | | (2) | | | — | | | (2) | Acquired in process research and development(2) | | | — | | | — | | | — | | | 8 | | | 5 | | | 3 | Other | | | 9 | | | 6 | | | 3 | | | 7 | | | 7 | | | — | Adjusted EBITDA (non-GAAP)(3) | | | $3,080(4) | | | $729(4) | | | $2,351 | | | $3,483(4) | | | $832 | | | $2,651(4) |
| Net (loss) income | | | $(611) | | | $(253) | | | $(362) | | | $(212) | | | $15 | | | $(227) | | | Interest expense, net | | | 1,302 | | | 268 | | | 1,034 | | | 1,450 | | | 140 | | | 1,310 | | | Provision for income taxes | | | 221 | | | 87 | | | 134 | | | 83 | | | 58 | | | 25 | | | Depreciation and amortization | | | 1,264 | | | 382 | | | 882 | | | 1,394 | | | 379 | | | 1,015 | | | EBITDA | | | 2,176 | | | 484 | | | 1,688 | | | 2,715 | | | 592 | | | 2,123 | | | Adjustments: | | | | | | | | | | | | | | | | | | | | | Goodwill impairments | | | 493 | | | — | | | 493 | | | 824 | | | — | | | 824 | | | Asset impairments | | | 54 | | | — | | | 54 | | | 15 | | | 1 | | | 14 | | | Restructuring, integration, and transformation costs | | | 116 | | | 97 | | | 19 | | | 58 | | | 36 | | | 22 | | | Acquisition related costs and adjustments (excluding amortization of intangible assets) | | | 106 | | | 50 | | | 56 | | | 30 | | | (4) | | | 34 | | | Gain on extinguishment of debt | | | (1) | | | — | | | (1) | | | (875) | | | — | | | (875) | | | Share based compensation | | | 132 | | | 74 | | | 58 | | | 126 | | | 62 | | | 64 | | | Separation costs, Separation-related costs, IPO costs and IPO-related costs | | | 26 | | | 10 | | | 16 | | | 127 | | | 35 | | | 92 | | | Other adjustments: | | | | | | | | | | | | | | | | | | | | | Litigation and other matters | | | (53) | | | — | | | (53) | | | 9 | | | 1 | | | 8 | | | IT infrastructure investment | | | 31 | | | 26 | | | 5 | | | 15 | | | — | | | 15 | | | Legal and other professional fees | | | 20 | | | — | | | 20 | | | 32 | | | — | | | 32 | | | Gain on sale of assets, net | | | (3) | | | — | | | (3) | | | (5) | | | — | | | (5) | | | Other | | | 13 | | | 9 | | | 4 | | | 9 | | | 6 | | | 3 | | | Adjusted EBITDA (non-GAAP)(1) | | | $3,110(2) | | | $750(2) | | | $2,356 | | | $3,080(2) | | | $729(2) | | | $2,351 | |
(1)
| Legal and other professional fees incurred during 2022 and 2021 in connection with recent legal and governmental proceedings, investigations and information requests related to, among other matters, our distribution, marketing, pricing, disclosure and accounting practices. |
(2)
| Prior to 2022, the Company had excluded expenses associated with Acquired in-process research and development costs. Beginning in 2022, the Company no longer excludes Acquired in-process research and development costs prospectively. |
(3)
| This is a non-GAAP measure. Management considers the presentation of Adjusted EBITDA for Bausch Health Excluding B+L (non-GAAP) to be meaningful information and utilizes it in decision making and for compensation purposes. Adjusted EBITDA for Bausch Health Excluding B+L (non-GAAP) is not intended to be representative of GAAP continuing operations and Adjusted EBITDA for B+L is not intended to be representative of discontinued operations as the criteria for that accounting hasn’t been met. As such, Adjusted EBITDA excluding B+L (non-GAAP) as included herein may not be indicative of the results of the operations or Adjusted EBITDA attributable to Bausch Health (non-GAAP) in the future, or if B+L met the criteria to be treated as a discontinued operation during any of the periods presented. |
(4)(2)
| Adjusted EBITDA (non-GAAP) above includes Adjusted EBITDA attributable to non-controlling interests. For Bausch Health Companies Inc., this amounted to $58$96 million and $11$58 million, which includes $9$12 million and $11$9 million related to B+L for 2023 and 2022, and 2021, respectively. |
(3)
| Amounts may not cross foot due to rounding. |
Bausch Health Companies Inc. | C-4
| 2024 Proxy Statement |
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