Robert Power
About Robert N. Power
Independent director of Bausch Health (BHC) since 2008, age 68, based in Pennsylvania. Former Wyeth executive with 25+ years across global marketing and operations; taught multinational marketing at Wharton (2009–2011). Education: B.S. in Statistics (SUNY) and M.S. in Biostatistics (Medical College of Virginia–VCU); completed NACD Director Professionalism course. Serves as Chair of the Talent & Compensation Committee and member of Nominating & Corporate Governance; 2024 attendance 100% at Board and both committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wyeth | Director – New Product Development; Managing Director – U.K./Ireland; VP – Global Marketing; President – EMEA; President – International; EVP – Global Business Operations | 1985–2007 | Led multi‑billion operations; strategic planning, R&D collaboration, BD, product marketing |
| The Wharton School (UPenn) | Faculty (Multinational Marketing) | 2009–2011 | Academic instruction; global marketing insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Association of Corporate Directors | Director Professionalism course (completed) | N/A | Governance training |
| Other public company boards | — | — | None disclosed in proxy biography |
Board Governance
- Independence: Board determined Power is independent; 9 of 10 directors independent; independent committees throughout .
- Committee assignments: Chair, Talent & Compensation; Member, Nominating & Corporate Governance .
- Attendance: Board 9/9; T&C 4/4; N&CG 4/4; overall 100% in 2024 .
- Executive sessions: Independent directors met in executive session at each of the four regular Board meetings in 2025; chairs preside at committee executive sessions .
- Years of service: 16 years (Board skills matrix) .
- Board structure: Non‑Executive Chair; five standing committees (Audit & Risk; Talent & Compensation; Nominating & Corporate Governance; Finance & Transactions; Science & Technology) with defined oversight scopes .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board annual cash retainer | $100,000 | Standard non‑employee director retainer |
| Committee chair fee (Talent & Compensation) | $25,000 | Chair retainer |
| Committee member fee (Nominating & Corporate Governance) | $12,500 | Member retainer |
| Total cash fees (actual 2024) | $137,500 | Matches retainer + chair + member |
| Director compensation cap | $750,000 | Aggregate annual cap (cash + equity) |
Performance Compensation
| Component | Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Annual RSU grant (director) | $250,000 | Vests/deliverable prior to next Annual Meeting unless deferred; RSUs can be elected in lieu of cash | |
| 2014 Omnibus Incentive Plan | Eligible for RSUs; clawbacks apply | Awards subject to Misconduct and Recoupment clawbacks |
Executive Pay Metrics overseen by Talent & Compensation (context for pay-for-performance)
| Metric | Below Threshold | Threshold | Target | Stretch | Actual | Achieved | Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (non‑GAAP), weighting 60% | <$2,216M | $2,216M | $2,462M | $2,954M | $2,616M (adjusted) | 106.3% | 131.4% |
| Revenue, weighting 40% | <$4,391M | $4,391M | $4,879M | $5,855M | $4,908M (adjusted) | 100.6% | 103.0% |
| Total company financial payout | — | — | — | — | — | — | 120.0% |
| Strategic priorities (weighted 25% of AIP) | — | — | — | — | Weighted payouts per initiative | — | Total 120% |
- Adjustments: FX and Medicaid rebate structural impacts; +$63M EBITDA, +$74M revenue adjustments; resulted in +11% payout effect on financial metrics .
- PSU design: 3‑year Adjusted Operating Cash Flow with rTSR modifier; payout capped at 200% .
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Other current public boards | None disclosed | Robert Power’s biography lists no other public directorships |
| Compensation Committee interlocks | None | No interlocks in 2024; all T&C members independent and non‑employees |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Pharma/biotech operations and global leadership | Wyeth executive roles across global marketing, EMEA, International, operations |
| Academic/market strategy | Wharton faculty in multinational marketing |
| Quantitative foundation | B.S. Statistics (SUNY); M.S. Biostatistics (VCU) |
| Governance training | NACD Director Professionalism course completed |
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Common shares owned | 6,601 | $47,197 value at $7.15/share (Mar 14, 2025) |
| Vested RSUs | 158,415 | Payable in common shares upon separation |
| Unvested RSUs | 35,360 | Standard director grant; shown as unvested |
| Total beneficial ownership | 200,376 | Includes common + vested RSUs + unvested RSUs within 60 days; <1% of class |
| Ownership guideline (5x $100k = $500k) | Met | Equity value at risk $1,179,864 = 236% of guideline; guidelines described and compliance noted |
| Hedging/pledging | Prohibited; none holding margin/pledged accounts | Anti‑hedge and anti‑pledge policies; none of directors/NEOs hold pledged/margin shares |
Fixed Director Compensation (Detail)
| 2024 Director Compensation Table | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Robert N. Power | 137,500 | 250,000 | 387,500 |
Say‑on‑Pay & Shareholder Feedback
| Meeting | For | Against | Abstain | Broker Non‑Votes | Notes |
|---|---|---|---|---|---|
| 2024 Annual | ~97% approval (votes cast) | — | — | — | Strong support indicated |
| 2025 Annual | 199,584,790 | 13,233,305 | 1,525,913 | 56,339,806 | Advisory, non‑binding |
Compensation Peer Group (Committee benchmarking)
| Peer Companies (approved for 2024) |
|---|
| Biogen; BioMarin; Catalent; Elanco; Hologic; Incyte; Jazz Pharmaceuticals; Organon; Perrigo; Steris plc; Teva; United Therapeutics; Viatris |
- Independent consultant: Pay Governance engaged; independence assessed; no conflicts; services included program review and CEO/NEO pay advice .
Related‑Party Transactions and Conflicts
- Policy: Conflicts overseen via Code of Conduct; Audit & Risk Committee review process for director conflicts .
- Disclosures: No related‑party transactions required to be reported since Jan 1, 2024 .
- Icahn Nomination Agreement: Board and committee composition rights for Icahn designees; Special Transactions Committee dissolved Oct 25, 2022 .
Director Election Support (Signal)
| Year | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| 2024 Annual | 173,228,670 | 19,063,290 | 70,931,303 |
| 2025 Annual | 202,283,418 | 12,060,590 | 56,339,806 |
Governance Assessment
- Strengths: Long tenure with deep pharma operating expertise; independent; 100% attendance; chairs a critical committee with robust pay‑for‑performance design (financial/strategic weighting, capped payouts); independent consultant engagement; clawback policies; anti‑hedging/pledging; director ownership guidelines met with significant equity alignment .
- Shareholder signals: Director vote support improved from 2024 to 2025; say‑on‑pay support strong (97% in 2024) .
- RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, or compensation interlocks; director compensation within cap; meeting attendance perfect .
- Oversight scope: As T&C Chair, Power leads CEO pay goal setting, executive succession, human capital risks, and equity/incentive plan governance; committee independence affirmed .
Notes on committee risk oversight:
- Talent & Compensation Committee: Compensation policies/practices, incentive/equity plans, staffing, executive succession; compensation risk assessment and shareholder engagement **[885590_0001140361-25-011851_ny20039462x1_def14a.htm:27]** **[885590_0001140361-25-011851_ny20039462x1_def14a.htm:33]** **[885590_0001140361-25-011851_ny20039462x1_def14a.htm:34]** **[885590_0001140361-25-011851_ny20039462x1_def14a.htm:35]** **[885590_0001140361-25-011851_ny20039462x1_def14a.htm:47]**.
- Nominating & Corporate Governance Committee: Board composition/skills, independence, evaluations, governance policy updates, director compensation recommendations **[885590_0001140361-25-011851_ny20039462x1_def14a.htm:36]**.