| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Commencement of Chief Executive Officer Search
On July 20, 2022, Bausch + Lomb Corporation (the “Company”) announced that the board of directors (the “Board”) of the Company had begun a search for a new Chief Executive Officer. Joseph C. Papa will continue serving as Chief Executive Officer until his successor is appointed (such period, the “Interim Period”). During the Interim Period, Mr. Papa will continue to receive the same compensation and benefits and remain eligible to continue to vest in his equity awards. In connection with the foregoing, the Company and Mr. Papa entered into a separation agreement (the “Separation Agreement”), which provides the terms of Mr. Papa’s separation from the Company following the Interim Period. Consistent with Mr. Papa’s employment agreement, the 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, a pro-rata annual bonus based on actual performance, and continued health benefits for two-years at active employee rates. The treatment of Mr. Papa’s equity awards will be consistent with their terms for a termination due to retirement and, for Mr. Papa’s B+L program separation performance share units, by the Company without cause, except that Mr. Papa’s founder grants that were issued in May 2022 in the form of restricted stock units will vest upon his termination of service date (pro rated based on his period of service relative to the original three year vesting period associated with such grants) but the shares received upon settlement will remain fully restricted and nontransferable until the earliest to occur of the distribution date, a change in control, the date the Board determines that the Company will no longer pursue a distribution, and the two-year anniversary Mr. Papa’s termination of service date (such applicable date, the “Unrestricted Date”), and the founder grants that were issued in May 2022 in the form of stock options will remain eligible to vest (pro rated based on his period of service relative to the original three year vesting period associated with such grants) upon the Unrestricted Date and exercisable for two years following the Unrestricted Date. If Mr. Papa’s termination of employment date occurs prior to November 5, 2022, he will continue to provide consulting services to the Company through November 5, 2022. The Company will reimburse Mr. Papa for an amount up to twenty thousand dollars in legal fees incurred by Mr. Papa in connection with the negotiation of the Separation Agreement. All of the foregoing is conditioned on Mr. Papa’s execution and nonrevocation of a release of claims upon his termination of employment and continued compliance with his restrictive covenants, which include non-competition, non-solicitation, confidentiality and non-disparagement covenants.
The foregoing is a summary description of certain terms of the Separation Agreement and, by its nature, is incomplete. It is qualified in its entirety by the full text of the Separation Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the three months ending September 30, 2022.
Reconstitution of Board Committees and Appointment of Chairperson
The Board approved the reconstitution of the membership of the committees of the Board as set forth below and appointed a new Chairperson of the Board:
| | • | | Chairperson: Thomas W. Ross, Sr. |
| | • | | Audit and Risk Committee: Sarah B. Kavanagh (Chairperson), Russel C. Robertson, Nathalie Bernier and Gary Hu |
| | • | | Talent and Compensation Committee: Richard U. De Schutter (Chairperson), Thomas W. Ross, Sr., Russel C. Robertson and Gary Hu |
| | • | | Nominating and Corporate Governance Committee: Thomas W. Ross, Sr. (Chairperson), Andrew C. von Eschenbach, Sarah B. Kavanagh, Brett Icahn and John A. Paulson |
| Item 7.01 | Regulation FD Disclosure. |
On July 20, 2022, the Company issued a press release announcing the commencement of its search for a new Chief Executive Officer and certain other information, including the reaffirmation of the Company’s previously announced guidance for the fiscal year ending December 31, 2022. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
