Bausch & Lomb Corp
For the period ended May 21, 2025. Filed Apr 10, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2025 · Filed Apr 10, 2025
Contents
Compensation Process
| Role of the Talent and Compensation Committee | |
| Our Board’s Talent and Compensation Committee, which is comprised entirely of independent directors:+ is responsible for implementing, monitoring, and evaluating our executive compensation philosophy and objectives and oversees the compensation program for our senior executives; + reviews and approves, or recommends to the independent directors of the Board for approval, all components of executive pay, and reports its decisions to the Board; and + reviews or approves matters related to executive compensation on an as-needed basis. The Talent and Compensation Committee’s responsibilities and authority are described fully in the Talent and Compensation Committee’s charter, which is available on our website at www.bausch.com (under the tab “Investors” and under the subtab “Corporate Governance — Corporate Governance Documents”). |
| Role of Management | |
| Our CEO + makes recommendations to our Talent and Compensation Committee for base salary, annual incentive awards and equity grants for each NEO (other than the CEO, whose compensation is determined solely by our Talent and Compensation Committee or recommended to the Board for approval); and + with the Chief Human Resources Officer, provides recommendations to the Talent and Compensation Committee on other elements of our compensation program for senior executives, including, for example, the design and metrics under our annual and long-term incentive programs.Our CEO and Chief Human Resources Officer also lead a process each year to establish individual strategic priorities for the senior executive team (including the NEOs) that tie to the achievement of the Company’s priorities for the fiscal year. |
| Role of the Independent Compensation Consultant | |
| Our Talent and Compensation Committee engaged the services of Pay Governance as its independent compensation consultant to provide advice on executive compensation matters. Pay Governance:+ reported directly to our Talent and Compensation Committee, which instructed the compensation consultants to give it objective advice and without influence by management, and to provide such advice for the benefit of the Board and our shareholders; + did not provide any other services to the Company or its management; and + was evaluated by the Talent and Compensation Committee in terms of its independence by considering the requirements adopted by the NYSE and the SEC.The Talent and Compensation Committee regularly reviews, no less than annually, the independence of our compensation consultant in light of SEC and NYSE requirements. At this time, the Talent and Compensation Committee has determined that no conflict of interest exists for our compensation consultant. |
2025 PROXY STATEMENT 39
Peer Group
In connection with the B+L IPO in 2022, our Talent and Compensation Committee established a peer group that reflects relevant business and talent competitors for Bausch + Lomb. Specifically, we focused on identifying companies in the health care equipment and health care supplies sectors, as well as companies in the life sciences, pharmaceutical, and consumer product sectors, with revenues of approximately 0.4 times to 2.5 times our scope. In 2023, the Talent and Compensation Committee added Organon & Co. to the peer group that was initially established at IPO.
In 2024, the Talent and Compensation Committee conducted its annual review of the peer group and considered the recommendation of Pay Governance, its independent compensation consultant. The Talent and Compensation Committee decided to replace Zoetis with Viatris in order to ensure the peer companies continue to reflect a robust group that includes a sufficient representation of companies in the eye care industry; no other peers were added or removed as a result of this review. Based on these criteria, the following is the list of peers selected for 2024:
| Agilent Technologies, Inc. (A)Alcon Inc. (ALC)Align Technology, Inc. (ALGN)The Cooper Companies, Inc. (COO)Dentsply Sirona Inc. (XRAY) | DexCom, Inc. (DXCM)Edwards Lifesciences Corporation (EW)Hologic, Inc. (HOLX)Jazz Pharmaceuticals plc (JAZZ)Organon & Co. (OGN) | Perrigo Company plc (PRGO)ResMed Inc. (RMD)Teleflex Incorporated (TFX)Viatris (VTRS)Zimmer Biomet Holdings, Inc. (ZBH) |
We use data from this peer group to benchmark pay levels, as well as pay practices. In addition to proxy data for the above companies, our Talent and Compensation Committee also utilizes Willis Towers Watson’s Pharmaceuticals and Health Sciences Survey to supplement this data both in terms of pay levels and pay practices.
Our Talent and Compensation Committee references the median of the market data for total compensation opportunity as a guide when making decisions. Market data is one element that our Talent and Compensation Committee uses to make pay decisions. Multiple factors are considered in determining total compensation opportunity, including our compensation philosophy, the executive’s role and responsibility, the executive’s past performance, internal equity, and expected contributions and experience in the role.
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