Bausch Health Companies Inc. · TSX:BHC
Bausch Health Companies — Proxy Contest (June 2022)
18 slides from Bausch Health Companies's proxy contest presentation, Jun 15, 2022
Slide 1: Shareholder Engagement on Executive Compensation
Shareholder Engagement on Executive Compensation
Slide 2: Agenda
Agenda • 2021 Summary • Executive Compensation – Philosophy – CEO Compensation – LTIP Awards – LTIP Program Changes – Pay Practices • Shareholder Outreach • General Discussion 1
Slide 3: Forward-Looking Statements
Forward-Looking Statements This presentation contains forward-looking information and statements, within the meaning of applicable securities laws (collectively, “forward-looking statements”), including, but not limited to, statements regarding future prospects and performance of Bausch Health Compa
Slide 4: Non-GAAP Information
Non-GAAP Information To supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses certain non-GAAP financial measures, including Adjusted EBITDA. Management uses non-GAAP measures as key metrics in the evaluation of company p
Slide 5: 2021 Summary
2021 Summary Revenues 2021 reported revenue growth +5% vs 2020 2021 organic revenue growth1 +6% vs 2020 High single digits for Salix, Int’l and B+L, double digit for Solta Growth from commercial execution and new products Profitability FY Adj. EBITDA margin1 41%, +10 bps vs 2020 Normalizing sales an
Slide 6: Executive Compensation Philosophy
Executive Compensation Philosophy • Bausch Health’s executive compensation philosophy is designed to attract, retain, and motivate our executives by: – Linking executive compensation to long-term business performance – Providing compensation opportunities that are competitive as compared to our peer
Slide 7: CEO Compensation 2021
CEO Compensation 2021 • Salary has remained the same since 2020 at $1,600,000 • Annual incentive payout was 102% of target ($2,448,000) • 2021 Ongoing LTI aggregate award value remained the same at $11,250,000, of which 80% is performance-based (60% in PSUs; 20% in stock options) and 20% in time-bas
Slide 8: LTIP Awards
LTIP Awards • All NEOs other than Mr. Papa, received one-time RSU grants in March 2021 in recognition of accomplishments related to BHC’s business recovery in connection with the COVID-19 pandemic and efforts in connection with the separation of the B+L business. • Mr. Appio and Mr. Eldessouky recei
Slide 9: LTIP Program Changes
LTIP Program Changes • 2020 and 2021 PSUs Return on Tangible Capital (ROTC) performance for 2022 and 2023 was deemed achieved at target at the closing of the B+L IPO and • 2020 and 2021 PSUs the last day of the TSR performance period applicable to PSUs was the date of the closing of the B+L IPO 2019
Slide 10: Pay Practices – What We Do & Don't Do
Pay Practices – What We Do & Don‘t Do  Significant share ownership X No repricing of underwater stock requirements ensure long-term options orientation X No excise tax gross-up for executives  Performance-based equity aligned in the event of a change in control with the interests of our shareh
Slide 11: Shareholder Outreach
Shareholder Outreach • We maintain a robust outreach program that enables us to obtain ongoing feedback on our executive compensation program through direct engagement with shareholders as well as during investor meetings and conferences • In 2021, approximately 93% of the total shareholders’ votes
Slide 12: General Discussion
General Discussion • Questions or feedback? • Thank you for your time 11
Slide 13: Appendix
Slide 14: Non-GAAP Appendix: Description of Non-GAAP Financial Measures
Non-GAAP Appendix Description of Non-GAAP Financial Measures Organic Growth/Change and Organic Revenue Organic growth/change, a non-GAAP ratio, is defined as a change on a period-over-period basis in revenues on a constant currency basis (if applicable) excluding the impact of recent acquisitions, d
Slide 15: Non-GAAP Appendix: Adjusted EBITDA
Non-GAAP Appendix Adjusted EBITDA (non-GAAP) Adjusted EBITDA (non-GAAP) is GAAP net income (loss) attributable to Bausch Health Companies Inc. (its most directly comparable GAAP financial measure) adjusted for interest expense, net, provisions for (benefit from) income taxes, depreciation and amorti
Slide 16: Non-GAAP Appendix: Adjustments to Adjusted EBITDA (continued)
Non-GAAP Appendix Adjustments to Adjusted EBITDA (non-GAAP) (continued): Loss on extinguishment of debt: The Company has excluded loss on extinguishment of debt as this represents a cost of refinancing our existing debt and is not a reflection of our operations for the period. Further, the amount an
Slide 17: Non-GAAP Appendix: Adjusted EBITDA Reconciliation
Non-GAAP Appendix Bausch Health Companies Inc. (unaudited) Years Ended , December 31, (in millions) ...1.!!ll... ...1!WL Net loss attributable to Bausch Health Companies Inc. $ (948) $ (560) Interest expense, net 1,41 9 1,52 1 Benefit from income taxes (87) (375) Depreciation and amortization 1,552
Slide 18: Non-GAAP Appendix: Calculation of Organic Revenue
Non-GAAP Appendix Calculation of Organic Revenue for the Twelve Months Ended Change in Change in December 31, 2021 December 31, 2020 Reported Revenue Organic Revenue Organic Organic Revenue Changes in Revenue Revenue Revenue as Exchange (Non- as Divestitures and (Non-Reported Rates3 GAAP)1,2 Reporte