Jean-Jacques Charhon
About Jean-Jacques Charhon
Jean‑Jacques “JJ” Charhon, age 59, is Executive Vice President and Chief Financial Officer of Bausch Health (BHC), appointed effective August 19, 2024. He previously served as CFO at Signant Health (Apr 2021–Aug 2024) and Laureate International Universities (Jan 2018–Apr 2021), with earlier finance leadership at GE, Hewlett Packard, Novartis and Purdue Pharma. He holds an MBA from the Solvay School of Management, Université Libre de Bruxelles (1988) . Company performance context: in 2024 Bausch Health’s TSR equated to $27 on a $100 initial investment, peer group TSR was $118, Net Loss was $(46) million, and Adjusted EBITDA used for AIP was $2,616 million . Management reported 2024 Net Revenue growth of 4.9% and Adjusted EBITDA growth of 8.3% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Signant Health | EVP & Chief Financial Officer | 2021–2024 | Led FP&A, accounting/controllership, treasury, tax, procurement . |
| Laureate International Universities | EVP, Finance & Chief Financial Officer | 2018–2021 | Corporate finance leadership for global education group . |
| GE; Hewlett Packard; Novartis; Purdue Pharma | Senior finance roles (various) | Prior to 2018 | 25+ years across public/private companies; business enablement focus . |
External Roles
- No public-company directorships or external board roles disclosed for Mr. Charhon in BHC filings covering 2024–2025 .
Fixed Compensation
| Item | Amount/Term | Notes |
|---|---|---|
| 2024 Base salary (set for role) | $700,000 | New hire CFO base salary approved in 2024 . |
| 2024 Salary actually paid | $255,769 | Partial year from Aug 19, 2024 start . |
| Target annual bonus | 60% of base salary | AIP target for 2024 NEOs (CFO: 60%) . |
| 2024 Sign‑on cash bonus | $300,000 | Payable within 30 days of start; repayment if voluntary resignation w/o good reason or for cause within 2 years . |
| 2025 Base salary | Unchanged vs 2024 for Mr. Charhon | Committee noted no change for 2025 . |
| 2025 Annual equity target | ~$3,000,000 grant date value | Mix consistent with similarly situated executives . |
Performance Compensation
Annual Incentive Program (AIP) – Design and 2024 Outcome
| Component | Weight | Target/Design | 2024 Outcome |
|---|---|---|---|
| Adjusted EBITDA (non‑GAAP) | Part of 75% financial portion | Company-wide, excluding B+L . | Contributed to total AIP payout; Company reported 8.3% Adj. EBITDA growth in 2024 . |
| Revenue | Part of 75% financial portion | Company-wide, excluding B+L . | Company reported 4.9% Net Revenue growth in 2024 . |
| Strategic priorities (5 initiatives) | 25% | Culture/accountability; deliver on Revenue/EBITDA/Cash; operational excellence; R&D/BD; evaluate strategic alternatives . | Weighted payout across initiatives totaled 120% for the strategic priorities bucket . |
| 2024 AIP Payout (CFO) | Value |
|---|---|
| Target (prorated) | $154,192 . |
| Actual bonus paid | $185,030 (120% of target) . |
Notes:
- AIP metrics and weights for senior executives: 75% financial (Adjusted EBITDA, Revenue), 25% strategic priorities .
- Strategic priorities individual payouts: Culture 140%; Deliver on Revenue/EBITDA/Cash 125%; Operational excellence 135%; R&D/BD 100%; Evaluate strategic alternatives 100% (total 120%) .
Long‑Term Incentives (LTI) – 2024 New‑Hire Grants (Granted Aug 19, 2024)
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting / Performance Conditions |
|---|---|---|---|---|
| New‑Hire RSU | 8/19/2024 | 298,838 | $1,718,318 | Time-based; RSUs vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued employment . |
| New‑Hire PSU | 8/19/2024 | Threshold 112,064; Target 298,838; Max 597,676 | $1,807,970 | Earned based on average annual achievement of Adjusted Operating Cash Flow over 2024–2026 with a 3‑year relative TSR modifier; payout range 0–200% of target . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Aug 18, 2025) | 99,613 Common Shares; no “Right to Acquire” within 60 days; “less than 1%” of class; none of management’s shares are pledged . |
| Shares outstanding reference | 369,512,514 Common Shares outstanding on March 14, 2025 (basis for % ownership calculations in proxy) . |
| Ownership guidelines (CFO) | Required to hold Common Shares equal to 3x base salary; five years to achieve; must retain 50% of net shares vesting until compliant . |
| Hedging/Pledging | Anti‑hedging and anti‑pledging policies in place; proxy notes none of the directors/executive officers’ shares are pledged . |
| Clawbacks | Dodd‑Frank Rule 10D‑1 recoupment policy (restatements) and separate misconduct clawback (detrimental conduct) . |
Vesting schedule color (selling pressure): The 2024 new‑hire RSUs vest in three equal tranches on the first, second, and third anniversaries of 8/19/2024, implying scheduled vest dates on or around 8/19/2025, 8/19/2026, and 8/19/2027, subject to continued employment . As of Aug 18, 2025, Mr. Charhon beneficially owned 99,613 shares, which is consistent with approximately one‑third of his 298,838 new‑hire RSUs vesting around the first anniversary; remaining two tranches are scheduled to vest in 2026 and 2027 (subject to award terms and any tax withholding) .
Employment Terms
| Term | Provision |
|---|---|
| Start date | Effective August 19, 2024 . |
| Agreement term | Initial 3‑year term with automatic one‑year renewals unless timely non‑renewal notice . |
| Base salary | $700,000 . |
| Target bonus | 60% of base salary . |
| Annual equity (2025) | Target aggregate grant date value ≈ $3,000,000; mix consistent with peers . |
| Sign‑on awards | $300,000 cash (repay after‑tax amount if resigns w/o good reason or terminated for cause within 2 years); $3,500,000 sign‑on equity split 50% RSUs / 50% PSUs . |
| Severance (current) | If terminated without cause/for good reason on or before Dec 31, 2025: 1.5x (salary + target bonus), prorated annual incentive (lesser of actual or target), and 18 months of health benefits at active rates . After Dec 31, 2025: 1.0x (salary + target bonus), prorated annual incentive (lesser of actual or target), and 12 months of health benefits . |
| Change‑in‑control (CIC) | If terminated in contemplation of CIC or within 12 months post‑CIC: 2.0x (salary + target bonus), prorated annual target incentive, and 18 months of health benefits; acceleration of unvested Sign‑On RSUs per employment agreement . |
| Equity acceleration policy | Company‑wide double‑trigger for unvested equity (qualifying termination in connection with CIC) . |
| Restrictive covenants | Subject to non‑compete, non‑solicit, non‑disparagement and confidentiality restrictions . |
Performance & Track Record Highlights
- 2024 business execution: Net Revenue +4.9% and Adjusted EBITDA +8.3% YoY (company disclosure used for AIP and strategic priorities assessment) .
- 2024 shareholder returns and financials: Company TSR value $27 on $100 base; peer TSR $118; Net Loss $(46) million; Adjusted EBITDA for AIP $2,616 million .
Compensation Structure Analysis
- Mix and risk: For non‑CEO NEOs, 76% of 2024 target compensation opportunity was at‑risk (variable) on average, emphasizing pay‑for‑performance . PSUs use multi‑year cash flow goals plus a relative TSR modifier, aligning with shareholder value creation .
- Shift toward RSUs/PSUs: New‑hire package comprised RSUs and PSUs (no options), consistent with current market practice and lower risk profile of RSUs relative to options .
- Governance features: Double‑trigger CIC equity vesting, robust clawbacks (restatement and misconduct), anti‑hedging/anti‑pledging, and ownership/holding requirements support alignment and prudent risk taking .
Investment Implications
- Alignment and retention: Ownership guidelines (3x salary) with 50% net‑share retention, plus robust clawbacks and anti‑pledging, indicate strong alignment. Severance economics (1.5x through 2025, then 1.0x; 2.0x on CIC) and sign‑on cash repayment for early departure lower near‑term retention risk .
- Vesting‑related flow overhang: The 2024 new‑hire RSUs vest in three equal tranches starting around 8/19/2025; remaining tranches in 2026/2027 could create periodic selling pressure depending on tax withholding and personal diversification, though retention requirements mandate holding 50% of net shares until guideline compliance .
- Performance linkage: AIP is driven 75% by financials (Adjusted EBITDA and Revenue) and 25% by strategic priorities, with 2024 payouts at 120% of target for Mr. Charhon, signaling above‑plan execution against goals used by investors to gauge progress .
- Change‑in‑control sensitivity: Double‑trigger equity and 2x cash severance in a CIC scenario align payouts with actual displacement risk, while avoiding single‑trigger windfalls .