Christian Garcia
About Christian A. Garcia
Independent director of Bausch Health Companies Inc. (BHC), age 61, appointed May 14, 2024; resides in Texas. Garcia is Chair of the Audit & Risk Committee and has extensive CFO experience at BrandSafway (EVP & CFO, Oct 2020–May 2023), Weatherford International (EVP & CFO, Jan–Aug 2020), and Visteon (EVP & CFO, Oct 2016–Oct 2019), with prior senior finance roles at Halliburton (acting CFO, CAO, Treasurer, SVP IR). He holds a B.S. from the University of the Philippines and an MBA from Purdue University . BHC classifies him as independent and an audit committee financial expert; his 2024 attendance was 100% (Board 6/6; Audit 4/4) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BrandSafway | Executive Vice President & Chief Financial Officer | Oct 2020 – May 2023 | Led finance for industrial services; complex markets exposure . |
| Weatherford International | Executive Vice President & Chief Financial Officer | Jan 2020 – Aug 2020 | Turnaround exposure in oil services . |
| Visteon Corporation | Executive Vice President & Chief Financial Officer | Oct 2016 – Oct 2019 | Automotive electronics finance leadership . |
| Halliburton Company | Acting CFO; CAO; Treasurer; SVP Investor Relations | Various years | Deep capital markets, accounting, investor communications . |
External Roles
| Company | Role | Since | Notes/Interlocks |
|---|---|---|---|
| TETRA Technologies, Inc. | Director | May 2023 | Energy services board role . |
| Mueller Water Products, Inc. | Director | Aug 2024 | Water infrastructure board role . |
| Dana Incorporated | Director | Jan 2025 | Interlock: Brett M. Icahn also joined Dana’s board in Jan 2025 . |
| Keane Group, Inc. | Director (prior) | May 2017 – Oct 2019 | Prior energy services board experience . |
Board Governance
- Committee assignments: Audit & Risk Committee (Chair); committee comprised of Garcia (Chair), Sarah B. Kavanagh, Steven D. Miller .
- Independence: BHC board determined nine of ten directors are independent, including Garcia .
- Attendance and engagement: Garcia attended 100% of meetings post-appointment in 2024 (Board 6/6; Audit 4/4); overall board and committee attendance expectations are high, with independent director executive sessions held at each regularly scheduled 2025 board meeting .
- Audit leadership: Audit & Risk Committee oversight spans financial reporting, internal controls, cybersecurity, compliance, and legal/regulatory matters; Garcia authored the Audit Committee Report to the Board with PwC as auditor .
| Governance Item | 2024 Data |
|---|---|
| Board attendance | 6/6 |
| Audit & Risk Committee attendance | 4/4 |
| Independence status | Independent director |
| Committee chair role | Audit & Risk Committee Chair |
| Audit committee financial expert designation | Garcia qualifies; also Kavanagh |
| Executive sessions | Independent directors met in executive session at each regular 2025 board meeting |
Fixed Compensation
| Component | Policy Amount | 2024 Garcia Actual |
|---|---|---|
| Board annual cash retainer | $100,000 | $79,166 (prorated for 2024 start) |
| Audit & Risk Committee Chair retainer | $25,000 | Included in fees earned (proration likely reflected) |
| Annual director equity (RSUs) | $250,000 grant on third business day post-AGM; vests/deliverable before next AGM unless deferred | $250,000 RSU grant |
| Meeting fees | None; retainers cover service | N/A |
| Total 2024 director compensation | — | $329,166 (cash $79,166; stock $250,000) |
Notes: Directors may elect cash or RSUs for retainers; RSUs deliver in lump sum at separation if deferred .
Performance Compensation
Non-employee director pay is not performance-conditioned; equity is time-based RSUs with vesting/delivery prior to the next Annual Meeting unless a deferral election is made .
| Element | Metric | Weighting | Vesting/Delivery | Terms |
|---|---|---|---|---|
| Annual RSU grant | None (time-based) | N/A | Prior to next AGM unless deferred | Fixed grant value $250,000 |
| Cash retainers | None (service-based) | N/A | Quarterly installments | Committee chair/member retainer schedule |
Other Directorships & Interlocks
- Current public boards: TETRA Technologies (since May 2023), Mueller Water Products (since Aug 2024), Dana Incorporated (since Jan 2025) .
- Interlock: Garcia and Brett M. Icahn both serve on Dana Incorporated’s board as of January 2025, implying potential information-flow interlock across boards; monitor for conflicts per BHC Conflict of Interest Policy and committee charters .
- No compensation committee interlocks reported for 2024 at BHC; Talent & Compensation Committee members were independent and non-employees .
Expertise & Qualifications
- Deep finance/accounting leadership across industrials, energy, and automotive; prior acting CFO and senior finance roles at Halliburton .
- Audit committee financial expert; all Audit & Risk Committee members financially literate under NI 52-110 and NYSE rules .
- Board skills matrix lists accounting/financial, corporate governance, executive leadership, and risk management across directors; Garcia tenure “1” years and age “61” as of April 2, 2025 .
Equity Ownership
| Category | Amount | Valuation/Status |
|---|---|---|
| Common shares owned | 0 | $0 |
| RSUs (unvested) | 35,360 | Grant-date valuation cited at $252,824 for 35,360-unvested RSUs in bio disclosure |
| Vested RSUs (payable at separation) | 0 (Garcia) | — |
| Pledged shares | None; directors’ and officers’ shares not pledged | |
| Director ownership guideline | 5x $100,000 cash retainer = $500,000 minimum by 5th anniversary | |
| Compliance status | Has until May 14, 2029 to meet minimum; current “Total Equity Value at Risk” disclosed as $0, representing 0% of guideline and 0% of annual retainer (reflects exclusion of unvested RSUs and zero common shares) |
Director Election Support (Investor Confidence Signal)
| Name | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Christian A. Garcia | 181,143,285 | 11,148,675 | 70,931,303 |
Risk Indicators, Conflicts, and Related Party Exposure
- Related-party transactions: None required to be reported since Jan 1, 2024 under SEC rules; conflicts governed by BHC’s Conflict of Interest Policy with Audit & Risk Committee oversight .
- Hedging/pledging: Prohibited for directors; no margin accounts subject to margin sales or pledging; no repricing of options under the 2014 Plan .
- Say-on-pay: 2024 advisory vote support ~97%, indicating broad shareholder acceptance of executive pay program governance (signal of board compensation oversight quality) .
- Icahn Nomination Agreement: Activist designation rights and committee participation constraints remain operative; Board actions on named executive appointments and material transactions require consideration at full Board or in committees with at least one Icahn designee—a governance dynamic to monitor for influence and potential conflicts in transaction deliberations .
Compensation Structure Analysis (Director)
- Cash vs equity mix (2024): Garcia received $79,166 in cash retainers (prorated) and $250,000 in RSUs (fixed grant) . The program emphasizes equity alignment via annual RSUs and director ownership guidelines .
- Caps: Aggregate annual compensation per non-employee director capped at $750,000 (cash + equity) .
- No performance-conditioned director pay: RSUs are time-based; no performance metrics (TSR/financial) apply to director awards; vesting schedule set to the next AGM unless deferral .
Governance Practices and Engagement
- Independent director executive sessions at each regular 2025 board meeting; chair presides; committee chairs preside in committee sessions .
- Audit oversight: Committee meets regularly with external and internal auditors, including sessions without management; reviewed 2024 financials and internal control effectiveness; recommended inclusion in 2024 Annual Report .
- Committee membership limits: Audit members limited from serving on >2 other public company audit committees or holding ≥10% of BHC shares absent board determination; Garcia holds 0 BHC common shares and no pledges .
Governance Assessment
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Strengths
- Independent director; audit committee financial expert; 100% attendance since appointment; chairs a key oversight committee (Audit & Risk) .
- Robust compliance framework (anti-hedging/anti-pledging; clawbacks for executives; strong audit oversight) .
- Shareholder support signals solid (Garcia’s 2024 election support; say-on-pay 97%) .
-
Watch items
- Ownership alignment: As of record date, Garcia disclosed “Total Equity Value at Risk” of $0 with zero common shares; has until May 14, 2029 to reach the $500,000 director ownership guideline—monitor near-term accumulation to strengthen alignment .
- Interlocks: Dual service with Brett M. Icahn on Dana Incorporated’s board introduces potential information-flow interlock; ensure adherence to conflict policies and recusal as needed .
- Activist cadence: Icahn Nomination Agreement constraints persist, potentially shaping board processes around material transactions—ensure balanced deliberation and independent committee oversight .
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Overall implication: Garcia’s audit leadership and finance expertise bolster board effectiveness in financial oversight and controls. Elevating direct ownership toward guideline levels would further strengthen investor alignment; maintain vigilance around interlocks and activist agreement dynamics while leveraging robust conflict-of-interest and governance policies .