Bausch Health Companies Inc. · TSX:BHC
Bausch Health Companies — Valeant Pharmaceuticals International — Merger or Acquisition (May 2016)
15 slides from Bausch Health Companies's merger presentation, May 24, 2016
Slide 1: Schedule 14A Information
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statem
Slide 2: Schedule 14A filing fee information
(2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value
Slide 3: Notice of presentation to shareholders
Commencing May 24, 2016, Valeant Pharmaceuticals International, Inc. will refer to the attached presentation in discussions with certain shareholders.
Slide 4: Valeant Pharmaceuticals Shareholder Engagement on Compensation
Valeant Pharmaceuticals Shareholder Engagement on Compensation
Slide 5: Agenda
Agenda n Executive Summary n Valeant’s pay practices n Summary comparison of outgoing and incoming CEO pay packages n Pay and performance alignment n Outgoing CEO’s compensation n Incoming CEO’s compensation n Other compensation developments n General discussion 2
Slide 6: Executive Summary
Executive Summary n Following a challenging period for Valeant and its stakeholders, the board and management have undergone significant change, including 9 of 11 directors being new or recently appointed pursuant to ongoing board refreshment, and the recruitment of Joseph Papa as a new Chairman and
Slide 7: Valeant's Pay Practices
Valeant’s Pay Practices n The company maintains the following shareholder-oriented pay practices: q Stringent senior-executive shareholding requirements ensure long-term orientation: n Senior-most executives are required to purchase Valeant shares with their own money and hold the shares for multipl
Slide 8: Summary Comparison of Outgoing and Incoming CEO Packages
Summary Comparison of Outgoing and Incoming CEO Packages Similarities n Up front multi-year Long Term Incentive equity grants. n Performance share units based on absolute TSR (Incoming CEO also has relative TSR modifier) over 3-5 year periods. n Annual bonus tied to meeting both strategic objectives
Slide 9: Outgoing CEO Pay and Performance Alignment
Outgoing CEO Pay and Performance Alignment n Stock performance over the past 9 months was clearly disappointing to all shareholders, employees, the Board and the management team. By explicit philosophy and design, the former CEO’s compensation level and ownership were directionally and proportionall
Slide 10: Outgoing CEO Pay and Performance Alignment (Continued)
Outgoing CEO Pay and Performance Alignment (Continued) 2. Outgoing CEO will realize no value from 2015 PSU grant that is shown as $140M in Valeant’s 2015 Summary Compensation Table per SEC rules ($63M target grant value) and was intended to cover the five year period starting 2015; his previous equi
Slide 11: Outgoing CEO's Compensation
Outgoing CEO’s Compensation n In addition, we note the following regarding the outgoing CEO’s compensation: ¨ For 2015, Mr. Pearson did not receive a base salary. ¨ His cash severance was capped at $9M for his termination. ¨ While the 2015 PSU award provided significant upside (5X target award), the
Slide 12: Incoming CEO's Compensation
Incoming CEO’s Compensation n Given Valeant’s high profile, significant drop in share price, and the need for a significant business transformation, the Board agreed it was paramount for the Company to hire a proven, long-tenured sitting CEO with pharmaceutical experience. Pay Element Joseph Papa Pa
Slide 13: Incoming CEO's Compensation (Continued)
Incoming CEO’s Compensation (Continued) ¨ Vesting on 50% of the buyout RSUs may be accelerated to the second anniversary of hire if goals relating to (i) succession planning, (ii) government relations, (iii) employee relations, (iv) customer relations and (v) shareholder relations are achieved. n Th
Slide 14: Other Compensation Developments
Other Compensation Developments n Recently, in order to assist in the retention of key senior executives and employees, Valeant has provided both cash and equity retention awards. n Our Talent and Compensation Committee, together with its compensation consultant, Pay Governance, and Mr. Papa, intend
Slide 15: Other Compensation Developments
Other Compensation Developments n Questions? n We welcome your feedback on Valeant’s evolving executive compensation program and any suggestions going forward. ¨ From your investor perspective, what Valeant executive compensation practices/design features do you like and do not like? 12
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