Bausch Health Companies Inc. · TSX:BHC
Bausch Health Companies — Proxy Contest (April 2021)
17 slides from Bausch Health Companies's proxy contest presentation, Apr 1, 2021
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 within the meaning of applicable securities laws, including, but not limited to, statements regarding the Company’s future prospects and performance, the Company’s plan to separate its eye health business from the remai
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. Management uses non-GAAP measures as key metrics in the evaluation of company p
Slide 4: Agenda
Agenda Introductions 2020 Summary Spinoff Announcement CFO Succession Plan Shareholder Outreach Executive Compensation Philosophy Pay Practices CEO Compensation General Discussion
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
Slide 6: 2020 Summary
2020 Summary When the pandemic began, our top priorities were to ensure the health and safety of our employees and to protect our global supply chain in order to continue to provide access to our health care products around the world Throughout 2020, we carefully managed our expenses, prioritized ou
Slide 7: Spinoff Announcement
Spinoff Announcement In August 2020, we announced our intention to spinoff our eye health business. In doing this, we aim to unlock value across our two highly-attractive, but dissimilar businesses: Bausch + Lomb – A fully integrated, pure play eye health company built on the iconic Bausch + Lomb br
Slide 8: CFO Succession Plan
CFO Succession Plan On March 11th we announced that Paul S. Herendeen, Chief Financial Officer, would be appointed to the newly created role of Advisor to the chairman and chief executive officer (CEO) effective June 1, 2021 Mr. Herendeen will be succeeded as CFO by Sam Eldessouky, senior vice presi
Slide 9: 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 2020, approximately 90% of the total shareholders’ votes cast
Slide 10: 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 compensation
Slide 11: Pay Practices – What We Do & Don't Do
Pay Practices – What We Do & Don‘t Do No hedging or pledging of company shares No repricing of underwater stock options No excise tax gross-up for executives in the event of a change in control No single trigger vesting in the event of a change in control No dividends or dividend equivalents on unea
Slide 12: CEO Compensation
CEO Compensation Mr. Papa’s salary increased to $1,600,000 (7%) in March 2020, which was the first change to his salary since he was hired in 2016 From May 2020 through October 2020, Mr. Papa took a voluntary salary reduction of 10% as we carefully managed our expenses during the pandemic Annual inc
Slide 13: General Discussion
General Discussion Questions or feedback? Thank you for your time
Slide 14: Appendix
Appendix BAUSCH- Health
Slide 15: Non-GAAP Appendix: Description of Non-GAAP Financial Measures
Non-GAAP Appendix Description of Non-GAAP Financial Measures 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
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: Bausch Health Companies Inc. (unaudited)
Non-GAAP Appendix Bausch Health Companies Inc. (unaudited) In 2020, Litigation and other matters of $422 million includes net charges related to a legacy U.S. securities class action matter (which is subject to an objector’s appeal of the final court approval), a SEC investigation matter and a Canad