Frank Lee
About Frank D. Lee
Frank D. Lee (age 57) is an independent director of Bausch Health Companies Inc. (“BHC”) since May 14, 2024, based in California, USA. He is currently CEO and a board member of Pacira BioSciences; previously CEO of Forma Therapeutics, and held senior leadership roles at Genentech with earlier experience across Novartis, Janssen, and Eli Lilly. Education: B.S. in Chemical Engineering (Vanderbilt University) and MBA (Wharton School). 2024 attendance post‑appointment: Board 5/6; Talent & Compensation Committee 2/2; Science & Technology Committee 1/1 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forma Therapeutics Inc. | Chief Executive Officer | Mar 2019 – Oct 2022 | Transformed focus to clinical development in rare hematologic disorders and oncology . |
| Genentech (Roche) | SVP, Global Product Strategy & TA Head (Immunology, Ophthalmology, Infectious Diseases) | 13 years | Led multiple products to blockbuster/multi‑blockbuster status . |
| Novartis; Janssen; Eli Lilly | Various roles | ~13 years across these firms | Commercial and operational leadership across pharma . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pacira BioSciences, Inc. | CEO; Board member | Current | Public pharma focused on non‑opioid pain and regenerative health . |
| Bolt Biotherapeutics | Director | Nov 2021 – Sep 2024 | Public biotech focused on immunotherapies . |
| Lightstone Ventures | Advisor | Since Jan 2023 | Venture firm focused on medtech/biopharma . |
Board Governance
- Committee memberships: Talent & Compensation Committee (member); Science & Technology Committee (member). No chair roles; S&T is comprised of independent directors, and the T&C members were independent in 2024 .
- Independence: Designated an independent director; his committees are populated by independent directors .
- Attendance (post‑appointment in 2024): Board 5/6; T&C 2/2; S&T 1/1 .
- Years of service: Appointed May 14, 2024; one year by the 2025 proxy .
Fixed Compensation
Director compensation structure (policy):
| Component | Amount |
|---|---|
| Annual Board cash retainer | $100,000 |
| Committee chair retainers | $25,000 (Audit & Risk); $25,000 (Talent & Compensation); $20,000 (Nominating & Corporate Governance); $20,000 (Science & Technology); $20,000 (Finance & Transactions) |
| Committee member retainers (non‑chair) | $15,000 (Audit & Risk; Talent & Compensation); $12,500 (Nominating & Corporate Governance; Science & Technology; Finance & Transactions) |
| Annual equity grant (RSUs) | $250,000 grant‑date fair value; granted third business day following Annual Meeting; vests/delivers prior to next Annual Meeting unless deferred |
| Delivery elections | Cash vs RSUs (or mix) for retainers; RSUs paid in lump‑sum shares at end of service if deferred |
| Per‑meeting fees | Not disclosed; directors reimbursed for out‑of‑pocket expenses for in‑person meetings |
Mr. Lee’s actual 2024 director compensation:
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 80,750 | 250,000 | 330,750 |
Performance Compensation
| Element | Grant | Vesting/Delivery | Performance Metrics |
|---|---|---|---|
| Director RSUs | $250,000 grant‑date fair value, each year | Annual grants vest and are deliverable prior to the next Annual Meeting unless the director elects to defer issuance until separation from BHC | None; directors do not receive PSUs or option awards tied to performance |
No bonuses, options, PSUs, or performance metric‑linked pay are disclosed for non‑employee directors (including Mr. Lee) .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Pacira BioSciences | CEO; Director | Potential time‑commitment consideration; no BHC compensation committee interlocks reported for 2024 . |
| Bolt Biotherapeutics | Former Director | Service ended September 2024 . |
| Lightstone Ventures | Advisor | Not a public company board; advisory capacity . |
The Talent & Compensation Committee had no interlocks with other companies in 2024 under Item 407(e)(4)(iii) of Regulation S‑K .
Expertise & Qualifications
- Pharma/biotech leadership: CEO experience (Pacira; Forma) and senior product strategy leadership at Genentech with blockbuster track record .
- Education: B.S. Chemical Engineering (Vanderbilt); MBA (Wharton) .
- Domain expertise: Immunology, ophthalmology, infectious diseases; clinical and commercial scaling across small biotech and large pharma .
Equity Ownership
Director ownership guidelines:
- Minimum: 5x annual Board retainer ($500,000) within 5 years of appointment; Mr. Lee has until May 14, 2029 to meet the requirement .
- Limit on non‑employee director pay: $750,000 annual cap (cash + equity) .
Ownership progression:
| Metric | Mar 15, 2025 | Aug 18, 2025 |
|---|---|---|
| Common shares owned | 0 | 35,360 |
| RSUs outstanding | 35,360 unvested RSUs ($252,824) | 0 (table shows no “Right to Acquire” for Mr. Lee) |
| Ownership % of shares outstanding | 0.0000% (0 / 369,800,365) | ~0.0096% (35,360 / 369,800,365) |
| Shares pledged as collateral | None disclosed; directors’ and officers’ shares in table not pledged | |
| Guideline compliance | Total equity value at risk: $0; 0% of $500,000 guideline; 0% of annual retainer; deadline May 14, 2029 |
Governance Assessment
- Committee fit and effectiveness: Mr. Lee’s scientific and product strategy background is well‑matched to BHC’s Science & Technology oversight; his Talent & Compensation membership supports pay governance with an independent consultant and clawback frameworks for executives (note: clawbacks apply to officers) .
- Independence and engagement: Independent committee memberships and solid attendance post‑appointment (Board 5/6; committees 3/3), indicating engagement despite mid‑year onboarding .
- Ownership alignment: As of March 2025, he had no common shares and only unvested RSUs, implying low immediate “skin‑in‑the‑game”; by August 2025 he beneficially owned 35,360 shares but still must progress toward the $500,000 guideline by 2029 .
- Conflicts and related‑party exposure: BHC’s conflict policy requires directors to disclose and the Audit & Risk Committee to review potential conflicts; BHC reports no related‑party transactions since Jan 1, 2024 (reducing immediate conflict risk), and committee interlocks were absent in 2024 .
- Compensation discipline: Standardized cash/equity mix with a cap ($750k), no per‑meeting fees, and annual RSUs that vest on a clear schedule—constructive signals for governance consistency .
Potential RED FLAGS to watch
- Ownership shortfall vs guidelines until accumulation increases; monitor progress and any share pledging (currently none disclosed) .
- Time‑commitment risk from concurrent CEO duties at Pacira, though no related‑party transactions reported (monitor for future overlaps) .