Bausch Health Companies Inc. · TSX:BHC
Bausch Health Companies — Valeant Pharmaceuticals International — Shareholder Meeting (March 2018)
11 slides from Bausch Health Companies's shareholder meeting presentation, Mar 30, 2018
Slide 1: Shareholder Engagement: Executive Compensation Program
Valeant Pharmaceuticals Shareholder Engagement Executive Compensation Program
Slide 2: Agenda
Agenda Introductions Strategic Context Shareholder Outreach Executive Compensation Pay Practices 2018 CEO Compensation Share Request General Discussion
Slide 3: Introductions
Introductions Valeant Jerry Karabelas – Talent & Compensation Committee Chair Christina Ackermann – EVP & General Counsel Art Shannon – SVP, Head of Investor Relations and Global Communications Kelly Webber – SVP, Global Human Resources Investor/Proxy Advisor TBD – Portfolio Manager/lead TBD – Gover
Slide 4: Strategic Context
Strategic Context In 2017 through February 28, 2018, Valeant made substantial progress in our turnaround including: Reducing total debt by more than $6.7 billion since the end of first quarter 2016 Eliminating all long-term debt maturities until 2020 and all mandatory amortization requirements Achie
Slide 5: Shareholder Outreach
Shareholder Outreach We maintain a robust investor outreach program that enables us to obtain ongoing feedback on our executive compensation program We were disappointed that shareholder support for our 2017 Say on Pay vote was 68%, and will continue to seek shareholder input, as appropriate In 2017
Slide 6: Executive Compensation – Evolution Since 2016
Executive Compensation – Evolution Since 2016 Joe Papa hired in May 2016 and granted equity package with a FMV of ~$52M ($10M options, $12M RSUs, $30M PSUs) New Talent & Compensation Committee (T&CC) put in place in conjunction with hiring of new CEO T&CC reviewed Valeant executive compensation prog
Slide 7: Pay Practices – What We Do
Pay Practices – What We Do Significant share ownership requirements ensures long-term orientation: CEO required to hold shares equal to six times base salary and other senior executives required to hold three times salary, and 50% of net shares that vest must be held until guideline achieved (have 5
Slide 8: Pay Practices – What We Don't Do
Pay Practices – What We 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 unearned
Slide 9: 2018 CEO Compensation
2018 CEO Compensation Mr. Papa’s salary and annual incentive opportunity remain unchanged for 2018 In early March, the Board approved a 2018 LTI award to Mr. Papa of $10M (accounting fair value $8.7M), representing an appropriate annual target award Target award is competitive with annual market gra
Slide 10: Share Request
Share Request We intend to seek shareholder approval at our 2018 annual meeting for 11.9M additional shares under the 2014 Omnibus Incentive Plan (“2014 Plan”) This plan allows for equity grants to employees and directors and is critical in attracting and retaining top talent in the pharmaceutical i
Slide 11: General Discussion
General Discussion Questions? We welcome your feedback on our evolving executive compensation program and any suggestions going forward From your investor perspective, what executive compensation practices/design features do you support and are less likely to support?
Valeant Pharmaceuticals International — Shareholder Meeting (March 2018) on 6ix