Bausch Health Companies Inc. · TSX:BHC
Bausch Health Companies — Proxy Contest (April 2020)
15 slides from Bausch Health Companies's proxy contest presentation, Apr 10, 2020
Slide 1: Shareholder Engagement on Executive Compensation
Shareholder Engagement on Executive Compensation
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains forward-looking statements, including, but not limited to, the impact of the COVID-19 outbreak on the Company and its financial condition and results of operations, our beliefs respecting the probability of disruptions in our supply chain (includ
Slide 3: 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 and Organic Revenue Growth. Management uses non-GAAP measures as key metrics in
Slide 4: Agenda
Agenda • Introductions • 2019 Summary • Update on COVID-19 • Shareholder Outreach • Executive Compensation – Philosophy – Pay Practices – 2020 CEO Compensation • General Discussion 3
Slide 5: Introductions
Introductions Bausch Health • Jerry Karabelas – Talent & Compensation Committee Chair • Art Shannon – SVP, Head of Investor Relations and Global Communications • Kelly Webber – SVP & Chief Human Resources Officer Investor/Proxy Advisor • TBD – Portfolio Manager/lead • TBD – Governance contact 4
Slide 6: 2019 Summary
2019 Summary • In 2019 we delivered on our “pivot to offense” strategy, with eight consecutive quarters of total company organic growth1, 2 and our first full year of reported revenue growth since 2015. 2019 accomplishments included: – Generated ~$1.5 billion of cash from operations and repaid ~$900
Slide 7: Update on COVID-19
Update on COVID-19 • We are closely monitoring COVID-19 and its impact on our colleagues, our customers, and the health care patients and consumers we serve • We are confident that our businesses will not see their long-term value diminished by this unprecedented situation • Our early actions have,
Slide 8: Shareholder Outreach
Shareholder Outreach • We maintain a robust investor outreach program that enables us to obtain ongoing feedback on our executive compensation program – Since our 2016 Annual Meeting of Shareholders, we have had significant dialogue and engagement with our shareholders in order to solicit feedback t
Slide 9: Executive Compensation Philosophy
Executive Compensation Philosophy • Bausch Health’s executive compensation philosophy is designed to attract, retain, and motivate our executives who are committed to the ongoing transformation of our company and improving people’s lives through our products. The program: – Links executive compensat
Slide 10: Pay Practices – What We Do & Don't Do
Pay Practices – What We Do & Don‘t Do Significant share ownership X No hedging or pledging of company requirements ensure long-term shares orientation X No repricing of underwater stock Performance-based equity aligned options with the interests of our shareholders X No excise tax gross-up for e
Slide 11: 2020 CEO Compensation
2020 CEO Compensation • Mr. Papa’s salary increased to $1,600,000 (7%) based on a review of market data and performance – This is the first change made to Mr. Papa’s salary since he was hired in 2016 • Annual incentive target remains unchanged for 2020 – Slight modification to weighting of financial
Slide 12: General Discussion
General Discussion • Questions or feedback? • Thank you for your time 11
Slide 13: Appendix
Appendix
Slide 14: Non-GAAP Appendix
Non-GAAP Appendix Description of Non-GAAP Financial Measures for a comparison of the financial results to historical operations and forward-looking guidance and, as a result, provide useful supplemental information to investors. Adjusted EBITDA (non-GAAP) Adjusted EBITDA (non-GAAP) is GAAP net (loss
Slide 15: Non-GAAP Appendix: Adjustments to Adjusted EBITDA (continued)
Non-GAAP Appendix Adjustments to Adjusted EBITDA (non-GAAP) (continued): Organic Revenue Growth Acquisition-related costs and adjustments excluding amortization of intangible Organic revenue growth, a non-GAAP metric, is defined as a change on a period-over- assets: The Company has excluded the impa