DEF: Bausch Health Sets Date for 2025 Annual Shareholder Meeting, Outlines Key Proposals

Bausch Health Companies Inc. announces its 2025 Annual Meeting of Shareholders to be held virtually on May 13, 2025, featuring proposals for director elections, executive compensation, and employee stock purchase plan approval.

Summary

• Bausch Health Companies Inc. will hold its 2025 Annual Meeting of Shareholders virtually on May 13, 2025.
• Shareholders of record as of March 14, 2025, are entitled to vote at the meeting.
• The proxy statement was first mailed to shareholders on or about April 2, 2025.
• Key proposals include the election of ten directors, an advisory vote on executive compensation, approval of the 2025 Employee Stock Purchase Plan, and the appointment of PricewaterhouseCoopers LLP as the company's auditor.
• The Board of Directors unanimously recommends voting 'FOR' all proposed resolutions.
• The Board has determined that nine of the ten director nominees are independent.
• The average tenure of the proposed director nominees is 5.5 years.
• The Board Diversity Policy aims to consider a wide range of attributes, competencies, characteristics, experiences and backgrounds, including specifically considering the number of women and minorities on the Board.
• If all director nominees are elected, two directors (20%) will be women, and three directors (30%) will be racially/ethnically diverse.
• The company's compensation philosophy is designed to attract, retain, and motivate talented executives.
• In 2024, 91% of the CEO's and 76% of other NEOs' target compensation was at-risk variable incentive compensation.
• The company maintains shareholder-friendly compensation practices, including share ownership guidelines, capped award payouts, and clawback policies.
• The Talent and Compensation Committee engaged Pay Governance as its independent consultant in 2024.
• The company's peer group includes Biogen Inc., Organon, BioMarin, Perrigo, Catalent, Steris plc, Elanco, Teva, Hologic, United Therapeutics, Incyte, and Viatris.
• The 2024 Annual Incentive Program (AIP) is based on financial targets (75%) and strategic priorities (25%).
• The financial metrics under the 2024 AIP are Adjusted EBITDA (60%) and Revenue (40%).
• The Talent and Compensation Committee certified that the total payout based on the company's Adjusted EBITDA and Revenue was 120% for all NEOs.
• For 2024, Mr. Appio received an annual equity award granted 60% in the form of PSUs and 40% in the form of time-based RSUs, Ms. Carson received an annual equity award granted 50% in the form of PSUs and 50% in the form of time-based RSUs and Mr. Barresi received an annual equity award granted 40% in the form of PSUs and 60% in the form of time-based RSUs.
• The company has adopted anti-hedging and anti-pledging policies.
• The Board has adopted a Compensation Recoupment Policy in accordance with Rule 10D-1.
• The company's pay ratio for 2024 is 370 to 1, with the median employee compensation at $43,889 and the CEO's compensation at $16,239,133.
• The company is seeking shareholder approval for the Bausch Health Companies Inc. 2025 Employee Stock Purchase Plan, which reserves 5,000,000 shares for issuance.
• PricewaterhouseCoopers LLP is recommended for appointment as the company's auditor until the close of the 2026 Annual Meeting of Shareholders.

Sentiment

Score: 7

Explanation: The document is primarily factual and procedural, outlining the details of the upcoming shareholder meeting and related proposals. The positive sentiment stems from the company's performance and compensation practices, as well as the Board's recommendations.

Positives

• The Board recommends voting 'FOR' all proposed resolutions.
• The Board has determined that nine of the ten director nominees are independent.
• The average tenure of the proposed director nominees is 5.5 years.
• The Board Diversity Policy aims to consider a wide range of attributes, competencies, characteristics, experiences and backgrounds, including specifically considering the number of women and minorities on the Board.
• If all director nominees are elected, two directors (20%) will be women, and three directors (30%) will be racially/ethnically diverse.
• The company maintains shareholder-friendly compensation practices, including share ownership guidelines, capped award payouts, and clawback policies.
• The Talent and Compensation Committee certified that the total payout based on the company's Adjusted EBITDA and Revenue was 120% for all NEOs under the 2024 AIP.
• The company has adopted anti-hedging and anti-pledging policies.
• The Board has adopted a Compensation Recoupment Policy in accordance with Rule 10D-1.

Risks

• The proxy statement mentions legal and governmental proceedings, investigations, and information requests regarding certain of the company's legacy distribution, marketing, pricing, disclosure, and accounting practices, litigation, and other matters.
• The company's pay ratio for 2024 is 370 to 1, with the median employee compensation at $43,889 and the CEO's compensation at $16,239,133.

Future Outlook

The company is positioned well to carry its momentum into 2025 as it pursues additional opportunities to deliver innovative solutions for patients.

Industry Context

The document benchmarks executive compensation against a peer group of companies in the pharmaceutical, biotechnology, healthcare equipment, and healthcare supplies sectors.

Comparison to Industry Standards

• The document benchmarks executive compensation against a peer group of companies including Biogen Inc., Organon, BioMarin, Perrigo, Catalent, Steris plc, Elanco, Teva, Hologic, United Therapeutics, Incyte, and Viatris.
• The document references Willis Towers Watson's Pharmaceuticals and Health Sciences Survey to supplement peer group data on pay levels and practices.
• The document mentions that the Lost Time Incident Rate was 1.7 recorded cases per 100 employees, which was consistent with the industry average.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will impact the company's governance and executive compensation.
• Employees are eligible to participate in the 2025 Employee Stock Purchase Plan, providing an opportunity to acquire a proprietary interest in the company.
• The company's compensation philosophy is designed to attract, retain, and motivate talented executives, which benefits the company's overall performance and shareholder value.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its 2025 Annual Meeting of Shareholders on May 13, 2025.
• The Talent and Compensation Committee will review the peer group to determine if any changes should be made in 2025.

Key Dates

Keywords

Annual Meeting, Shareholders, Board of Directors, Executive Compensation, Director Election, Employee Stock Purchase Plan, Auditor Appointment, PricewaterhouseCoopers, Proxy Statement, Bausch Health