Bausch Health Companies Inc. · TSX:BHC
Bausch Health Companies — Shareholder Meeting (March 2019)
11 slides from Bausch Health Companies's shareholder meeting presentation, Mar 29, 2019
Slide 1: BHC Shareholder Engagement Executive Compensation Program
BHC Shareholder Engagement Executive Compensation Program
Slide 2: Agenda
Agenda Introductions 2018 Summary Shareholder Outreach Executive Compensation Philosophy Evolution Pay Practices 2019 CEO Compensation General Discussion
Slide 3: 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 4: 2018 Summary
2018 Summary In 2018 we continued to make significant progress towards our transformation, delivering total company organic growth for four consecutive quarters and setting the stage for future growth through new product launches. Accomplishments included: Repaid ~$1 billion in debt with cash genera
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 In 2018, over 95% of the total shareholders’ votes cast voted in favor of our executive compensation program (“say-on-pay” vote) We believe these favor
Slide 6: 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 7: Executive Compensation – Evolution Since 2016
Executive Compensation – Evolution Since 2016 Hired Joe Papa in May 2016 and granted equity package with a FMV of ~$52M ($10M options, $12M RSUs, $30M PSUs) Put in place new Talent & Compensation Committee (T&CC) beginning in June in conjunction with hiring of new CEO Reviewed executive compensation
Slide 8: 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; Messrs. Papa, Herendeen, and Appio have satisfied this requirement, and our o
Slide 9: 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 10: 2019 CEO Compensation
2019 CEO Compensation Mr. Papa’s salary and annual incentive opportunity remain unchanged for 2019 2019 LTI award of $10M was approved for Mr. Papa (accounting fair value ~$11.1m) Target award is competitive and commensurate with peers 2019 LTI award followed our portfolio approach – 60% awarded in
Slide 11: General Discussion
General Discussion Questions? We welcome your feedback on our executive compensation program and any suggestions going forward
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