Sandra Leung
About Sandra Leung
Sandra Leung is a long-tenured pharmaceutical legal executive, most recently serving as Executive Vice President and General Counsel of Bristol Myers Squibb. She was appointed to the Bausch Health (BHC) Board on July 22, 2025, and serves on the Nominating and Corporate Governance Committee; pursuant to the Company’s non‑employee director compensation policy, she is eligible for an annual cash retainer and an annual RSU grant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol Myers Squibb Company | Executive Vice President & General Counsel | Not disclosed in BHC filings | Provided strategic legal counsel at the highest levels; guided corporate governance, compliance, and regulatory initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in BHC filings | — | — | The July 2025 appointment 8‑K and press release do not list other public company directorships for Ms. Leung . |
Board Governance
- Committee assignments: Ms. Leung serves on the Nominating and Corporate Governance Committee .
- Independence: The proxy states all members of the Board’s Nominating and Corporate Governance Committee are independent directors under applicable U.S. and Canadian requirements; her assignment signals independence under those committee standards .
- Years of service: Appointed July 22, 2025 .
- Chair roles: No chair roles disclosed for Ms. Leung; the Board Chairperson is John A. Paulson .
- Attendance and engagement: No 2024 attendance data for Ms. Leung (appointed in 2025); future proxies are expected to report her attendance metrics .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Paid quarterly; directors may elect cash or RSUs; RSUs received from fee elections are delivered in a lump sum of Common Shares at end of board service . |
| Committee member retainer (Nominating & Corporate Governance) | $12,500 | Ms. Leung is a member (not chair) of the Nominating & Corporate Governance Committee . |
| Annual RSU grant | $250,000 fair value | Granted on the third business day following each Annual Meeting; vests prior to the next Annual Meeting unless the director elects to defer issuance until separation . |
| Non‑Executive Chair additional retainer | $150,000 | Not applicable to Ms. Leung (not Chair) . |
| Committee chair retainers (for reference) | $20,000–$25,000 | Audit & Risk ($25k), Talent & Compensation ($25k), Nominating & Corporate Governance ($20k), Science & Technology ($20k), Finance & Transactions ($20k) . |
| Reimbursement | n/a | Directors are reimbursed for out‑of‑pocket expenses in attending in‑person meetings; all fees delivered quarterly . |
Performance Compensation
| Performance Metric Category | Status |
|---|---|
| Director performance metrics tied to compensation (e.g., TSR, revenue, EBITDA) | Not disclosed in the director compensation policy; the proxy details fixed retainers and annual RSU grants without performance‑based metrics for directors . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Overlap with BHC |
|---|---|---|
| None disclosed | — | No related-party transactions involving Ms. Leung requiring Item 404(a) disclosure; no arrangements or understandings for her selection as director . |
Expertise & Qualifications
- Legal/governance expertise: Decades of experience as a senior pharmaceutical legal executive, providing strategic counsel on corporate governance, compliance, and regulatory matters .
- Committee scope alignment: Nominating & Corporate Governance oversight includes board composition/effectiveness, director independence and succession, orientation/education, and governance policies—areas consistent with Ms. Leung’s background .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Common Shares) | 0 (as of August 18, 2025) |
| Rights to acquire (e.g., RSUs deferred, options) | 0 (as of August 18, 2025) |
| Ownership as % of shares outstanding | <1% (proxy table denotes “* Less than 1%”) |
| Shares pledged as collateral | None; the proxy notes none of the directors/officers’ shares in the table are pledged |
| Stock ownership guidelines | Required to hold equity valued at 5× annual board cash retainer ($500,000) within five years of first appointment/election |
| Guideline compliance status | Newly appointed; progress toward guideline not yet disclosed in Company filings |
Governance Assessment
- Positive signals: Appointment adds deep legal and governance expertise to the Board; assignment to the Nominating & Corporate Governance Committee aligns with her background and supports board effectiveness and independence oversight .
- Alignment watch‑items: As of August 18, 2025, Ms. Leung had no reported beneficial ownership or rights to acquire BHC shares; monitor accumulation toward the $500,000 ownership guideline over her five‑year window .
- Conflicts/related‑party exposure: The Company disclosed no arrangements/understandings for her selection and no transactions requiring Item 404(a) related‑party disclosure, reducing immediate conflict risk .
- Compensation structure: Mix of cash and annual RSUs, with election to receive fees in RSUs and the ability to defer RSU delivery until separation; this can align incentives while potentially delaying reported share ownership, warranting monitoring of actual equity at risk over time .
- Attendance and engagement: Attendance data will be available in subsequent proxies given her mid‑2025 appointment; investors should review 2026 proxy for meeting attendance and committee participation metrics .