John Paulson
About John A. Paulson
John A. Paulson (age 69) is Bausch Health’s Independent Non‑Executive Chair, serving since rejoining the Board on June 23, 2022; he originally served June 2017–May 2022 and has been a director since 2017. He is President and Portfolio Manager of Paulson Capital Inc (formerly Paulson & Co. Inc.), with prior roles as Partner at Gruss Partners and Managing Director in M&A at Bear Stearns. He holds a BS from NYU (1978) and an MBA from Harvard Business School (1980). He is identified as an independent director by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gruss Partners | Partner | Prior to 1994 | Investment/transaction experience supporting board acumen |
| Bear Stearns | Managing Director, M&A | Prior to 1994 | Deep M&A expertise; relevant to BHC’s transactions oversight |
| American International Group (AIG) | Director | May 2016–June 2017 | Large-cap governance exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bausch + Lomb Corporation | Director | Since May 2022 | Cross-board visibility with ophthalmic affiliate; annual RSUs and fees disclosed |
| Acadian Asset Management Inc. (formerly BrightSphere Investment Group Inc.) | Director; Chairman | Director since Nov 2018; Chairman since Apr 2020 | Asset management governance; capital markets expertise |
| Harvard Business School | Advisory Board member | Current (per 2024 proxy) | Strategic oversight/education network |
Board Governance
- Independence: The Board determined Paulson is independent; 9 of 10 directors are independent (90%).
- Leadership: Non‑Executive Chair; CEO and Chair roles are separated. The Chair coordinates Board activities, leads deliberations, fosters cohesiveness, ensures committee responsibilities are well understood, and acts as spokesperson.
- Executive sessions: Independent directors meet in executive session at regularly scheduled meetings; the Chair presides over Board executive sessions. Independent sessions occurred at each of the four scheduled Board meetings (2023) and again in 2024/2025.
- Committee assignments: As Chair, Paulson is not listed on standing committees. Current committee chairs/members: Audit & Risk (Garcia—Chair), Talent & Compensation (Power—Chair), Nominating & Corporate Governance (Icahn—Chair), Finance & Transactions (Miller—Chair), Science & Technology (Mulligan—Chair).
- Attendance: 2023 Board attendance 7/8; 2024 Board attendance 9/9 and 100% across Paulson’s meetings. All incumbents attended ≥89% overall in 2024.
Fixed Compensation
| Component | 2023 Schedule | 2024 Schedule |
|---|---|---|
| Board Retainer (cash) | $100,000 | $100,000 |
| Non‑Executive Chair additional fee | $150,000 | $150,000 |
| Committee Chair retainers | Audit & Risk $25,000; Talent & Comp $25,000; N&CG $20,000; Science & Tech $20,000; Finance & Transactions $20,000 | Same |
| Committee Member retainers | Audit & Risk $15,000; Talent & Comp $15,000; N&CG $12,500; Science & Tech $12,500; Finance & Transactions $12,500 | Same |
| Annual RSU grant | $250,000 | $250,000 |
| Fee election | Fees may be taken in cash, RSUs, or mix; RSUs delivered at end of service; annual RSU vests prior to next annual meeting unless deferred |
| Paulson – Director Compensation (BHC) | 2023 (paid in 2023 for 2023 service) | 2024 (paid in 2024 for 2024 service) |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 | $43,750 |
| Stock Awards ($) | $812,500 (includes annual RSU and RSUs in lieu of cash) | $739,986 (includes annual RSU and RSUs in lieu of cash) |
| Total ($) | $812,500 | $783,736 |
| Paulson – Director Compensation (Bausch + Lomb) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 | $43,750 |
| Stock Awards ($) | $312,500 | $239,986 |
| Total ($) | $312,500 | $283,736 |
Performance Compensation
- Equity type: Non‑employee directors receive time‑based RSUs; vest prior to the next Annual Meeting unless the director defers delivery to separation. No performance metrics disclosed for director equity awards (AIP/PSU metrics apply to executives, not directors).
| RSU Grant Mechanics | Detail |
|---|---|
| Annual BHC RSU grant | $250,000 FMV on third business day after Annual Meeting; vests before next Annual Meeting unless deferred |
| Fee deferral election | Directors may elect fees in RSUs; delivered in lump sum shares at end of service |
Other Directorships & Interlocks
| Company | Relationship to BHC | Note |
|---|---|---|
| Bausch + Lomb | Affiliate/public spin | Multiple BHC directors also serve on B+L; Paulson serves; RSU grants and fees separately disclosed |
| Acadian Asset Management (formerly BrightSphere) | Unrelated public | Paulson is Chairman; capital markets experience |
| AIG | Unrelated public | Prior director (2016–2017) |
Expertise & Qualifications
- Financial transactions expertise (mergers, event arbitrage, credit strategies) and leadership skills acquired from founding and leading Paulson & Co./Paulson Capital Inc.
- Governance qualifications consistently cited by the Board as reasons for his role as Chair.
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| BHC Common Shares beneficially owned | 26,439,035 | 26,439,255 (includes 220 UGMAs) | 26,716,963; 7.23% of class (includes vested/unvested RSUs per footnotes) |
| BHC RSUs outstanding (year-end) | 142,290 | 202,419 (BHC RSUs at 2023 y/e per director table footnote) | 277,708 (242,348 vested; 35,360 unvested) at 2024 y/e |
| B+L RSUs outstanding (year-end) | 12,500 (2022 y/e) | 17,774 (2023 y/e) | 22,383 (2024 y/e) |
| Shares pledged | None of directors’ or officers’ shares are pledged as security | ||
| Ownership guideline | Non‑employee director minimum $500,000; Paulson’s equity value at risk vastly exceeds: 2024 48,978%; 2025 38,155% of guideline |
Insider Trades (Form 4 and reported events)
| Date (Filing) | Transaction | Instrument | Quantity/Value | Source |
|---|---|---|---|---|
| 2025-06-30 | Stock Award (grant) | RSUs | Grant noted (director award timing) | |
| 2025-05-20 | Director RSU grant (third business day post Annual Meeting) | RSUs | As disclosed in Form 4 | |
| 2024-07-01 | Director RSU grant | RSUs | As disclosed in Form 4 | |
| 2025-08-11 | Open-market purchase | Common Shares | 3,243,049 shares for $21,267,731 | |
| 2025-09-30 | Director RSU grant | RSUs | 9,689 RSUs |
Note: Some aggregator links summarize Form 4 filings; refer to SEC-hosted PDFs for official records. The company’s proxies also disclose year-end RSU balances.
Governance Assessment
- Board effectiveness and engagement: Paulson’s role as Non‑Executive Chair separates oversight from management; he presides over independent sessions and achieved perfect Board attendance in 2024, indicating strong engagement.
- Independence and committee structure: The Board classifies Paulson as independent; he is not seated on committees, preserving neutrality while enabling committee chairs to lead specialized oversight.
- Ownership alignment: Significant beneficial stake (≥7% of common shares) and large deferred/vested RSUs demonstrate pronounced alignment; no pledging reported—a positive governance signal.
- Compensation mix: Director pay emphasizes equity via RSUs (time-based, not performance-based) with optional fee deferral into RSUs; Paulson elected substantial RSUs in 2023 and 2024, increasing alignment.
- Interlocks and potential conflicts: Dual directorship at Bausch + Lomb provides cross-entity information flow; multiple BHC directors also serve at B+L, which warrants monitoring when intercompany matters arise. However, Paulson remains classified as independent and no related‑party transactions involving him are disclosed in the provided excerpts.
- Activism dynamics: The Icahn Nomination Agreement constrains certain Board actions and ensures Icahn Designee presence on key committees and at the full Board level for extraordinary transactions; while not a Paulson-specific issue, it shapes governance context and potential influence clusters.
RED FLAGS and Watch Items
- Concentration of influence: Large share ownership combined with Chair role can concentrate governance influence; continued transparency around executive sessions and committee autonomy mitigates risk.
- Cross-board service: Overlap with Bausch + Lomb increases the chance of interlocks; monitor for any related‑party transactions or decisions affecting both entities (none specific to Paulson are disclosed in excerpts).
- Activist agreement constraints: Icahn Group rights to committee participation and Board size/rights plans can affect governance balance; watch for any practical constraints on independent deliberation (contextual, not Paulson-specific).
Director Compensation Structure Analysis
- Year-over-year mix shift: Paulson’s BHC compensation moved from all‑equity ($812,500; 2023) to equity plus some cash ($43,750 cash + $739,986 equity; 2024). This suggests incremental cash uptake while maintaining heavy equity alignment.
- B+L service compensation: Separate B+L equity awards and fees are material and recurring (e.g., $312,500 stock awards in 2023; $239,986 in 2024), reinforcing cross-company engagement.
- No performance metrics: Director equity is time-based; no disclosed TSR/EBITDA/ESG metrics apply to director awards, reducing pay-for-performance leverage for director compensation by design.
Equity Ownership Details
| Category | Detail |
|---|---|
| Beneficial ownership (Paulson & Co. and personal) | Paulson & Co. beneficially owns 26,439,035 shares (7.16%); Paulson personally reports 26,716,963 shares/units (7.23%) including vested/unvested RSUs per footnotes; none pledged. |
| RSU balances | BHC RSUs at 2024 y/e: 277,708 (242,348 vested; 35,360 unvested); B+L RSUs at 2024 y/e: 22,383. |
| Guideline compliance | Director minimum share ownership requirement is $500,000; Paulson’s “equity value at risk” far exceeds (e.g., 48,978% in 2024; 38,155% in 2025). |
| UGMA shares | 220 common shares included (minor children custodian) as footnoted. |
Employment & Contracts (Director)
- No employment/service contracts with the Company; independence preserved (exception only for CEO).
Governance Signals for Investors
- Positive signals: Independent Chair with full attendance; heavy equity alignment via RSUs and large beneficial stake; no pledging; structured committee charters and regular independent sessions.
- Watch risks: Influence concentration; cross-board interlocks (B+L); activist nomination agreement dynamics potentially affecting governance processes (committee composition, rights plans).
All information is sourced from BHC’s DEF 14A (2023–2025) and referenced Form 4 filings and reputable aggregators as cited above.