Sarah Kavanagh
About Sarah B. Kavanagh
Independent director of Bausch Health Companies Inc. since 2016; age 68; based in Ontario, Canada. Former Commissioner of the Ontario Securities Commission (2011–May 2016; Audit Committee Chair starting 2014); previously held senior investment banking roles at Scotia Capital (1999–2010) including Vice-Chair, Co‑Head of Diversified Industries, Head of Equity Capital Markets, and Head of Investment Banking. MBA (Harvard Business School) and BA in Economics (Williams College).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ontario Securities Commission | Commissioner; Audit Committee Chair | 2011 – May 2016 | Chaired OSC Audit Committee starting in 2014 |
| Scotia Capital Inc. | Vice-Chair; Co‑Head of Diversified Industries; Head of Equity Capital Markets; Head of Investment Banking | 1999 – 2010 | Senior capital markets and banking leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bausch + Lomb Corporation | Director | May 2022 – Present | Current board service; public company |
| Hudbay Minerals Inc. | Director | Jun 2013 – May 2024 | Former board service; public company |
| WPT Industrial REIT | Trustee | Mar 2013 – Oct 2021 | Former board service; public REIT |
| Cymax Technology Group | Director | Not disclosed | Current role noted in 2024 proxy |
| Sustainable Development Technology Canada | Director | Not disclosed | Current role noted in 2024 proxy |
Board Governance
- Independence: The Board determined Ms. Kavanagh is an independent director under Canadian and U.S. rules.
- Committee assignments (current): Audit & Risk Committee (member) and Finance & Transactions Committee (member).
- Audit expertise: The Board concluded she is an “audit committee financial expert” per SEC rules.
- Attendance: 100% attendance across Board and committees in 2024; Board 9/9, Audit & Risk 8/8, Finance & Transactions 5/5. In 2023, Board 8/8, Audit & Risk 8/8, Nominating & Corporate Governance 2/2, Finance & Transactions 7/7 (all 100%).
| Meeting Type | 2023 Attendance (#, %) | 2024 Attendance (#, %) |
|---|---|---|
| Board | 8/8, 100% | 9/9, 100% |
| Audit & Risk Committee | 8/8, 100% | 8/8, 100% |
| Finance & Transactions Committee | 7/7, 100% | 5/5, 100% |
| Nominating & Corporate Governance Committee | 2/2, 100% | — |
Fixed Compensation
- BHC director fees (paid in 2024): Cash fees $240,000; Stock awards (RSUs) $489,986; Total $729,986.
- B+L director fees (paid in 2024): Cash fees $112,500; Stock awards (RSUs) $239,986; Total $352,486.
- Fee schedule (BHC, 2024): Board retainer $100,000; Non‑Executive Chair additional $150,000; Committee chair retainers—Audit & Risk $25,000, Talent & Compensation $25,000, Nominating & Corporate Governance $20,000, Science & Technology $20,000, Finance & Transactions $20,000; Committee member retainers—Audit & Risk $15,000, Talent & Compensation $15,000, Nominating & Corporate Governance $12,500, Science & Technology $12,500, Finance & Transactions $12,500.
- Annual equity grant (BHC): RSUs with fair market value $250,000, granted after each annual meeting; directors may elect to defer issuance until separation.
| Component | Amount |
|---|---|
| BHC Cash Fees (2024 paid) | $240,000 |
| BHC Stock Awards (2024 paid) | $489,986 |
| BHC Total (2024 paid) | $729,986 |
| B+L Cash Fees (2024 paid) | $112,500 |
| B+L Stock Awards (2024 paid) | $239,986 |
| B+L Total (2024 paid) | $352,486 |
| BHC Director Fee Schedule (2024) | Amount |
|---|---|
| Board Retainer | $100,000 |
| Non‑Executive Chair Additional Fee | $150,000 |
| Audit & Risk Chair | $25,000 |
| Talent & Compensation Chair | $25,000 |
| Nominating & Corporate Governance Chair | $20,000 |
| Science & Technology Chair | $20,000 |
| Finance & Transactions Chair | $20,000 |
| Audit & Risk Member | $15,000 |
| Talent & Compensation Member | $15,000 |
| Nominating & Corporate Governance Member | $12,500 |
| Science & Technology Member | $12,500 |
| Finance & Transactions Member | $12,500 |
| Annual RSU Grant (BHC) | $250,000 |
Performance Compensation
- Director equity is time-based RSUs; BHC does not tie non‑employee director compensation to performance metrics (annual RSU grant vests before next annual meeting unless deferred).
- Aggregate annual director compensation is capped at $750,000 per director (cash plus equity).
| Performance-Based Component in Director Pay | Status |
|---|---|
| Performance metrics (e.g., EBITDA/TSR) | Not applicable to director RSUs |
| Annual compensation cap | $750,000 per non‑employee director |
Other Directorships & Interlocks
- Dual board service: Ms. Kavanagh sits on both Bausch Health (parent) and Bausch + Lomb (public subsidiary) boards, receiving compensation from each—an interlock that can create information flow benefits as well as potential conflicts requiring careful oversight.
- Additional external boards include Hudbay Minerals (former), WPT Industrial REIT (former), Cymax Technology Group, and Sustainable Development Technology Canada.
Expertise & Qualifications
- Capital markets and audit oversight: Former OSC Audit Committee Chair and senior investment banking leadership at Scotia Capital; designated audit committee financial expert on BHC’s Audit & Risk Committee.
- Industry experience: Current director at Bausch + Lomb; experience across regulated financial and healthcare sectors.
- Governance skills: Independence affirmed; comprehensive attendance; oversight of risk and finance via committee roles.
Equity Ownership
- Ownership guideline: Non‑employee directors must hold or control equity valued at 5× the annual Board cash retainer ($500,000) within five years; Ms. Kavanagh exceeds this with “Total Equity Value at Risk” of $1,048,562.
- Structure: As of March 14, 2025—0 common shares; 182,012 RSUs (146,652 vested; 35,360 unvested).
- Beneficial ownership reporting confirms RSU-based holdings; none of the shares held by directors and executive officers are pledged as security.
| Metric | As of Mar 15, 2024 | As of Mar 14, 2025 |
|---|---|---|
| Common Shares | 0 | 0 |
| Vested RSUs | 117,447 | 146,652 |
| Unvested RSUs | 29,205 | 35,360 |
| Total RSUs | 146,652 | 182,012 |
| Meets $500k Ownership Guideline | Yes (>$500k based on share price) | Yes ($1,048,562 reported) |
| Pledged Shares | None | None |
Governance Assessment
- Board effectiveness: 100% attendance across Board and key finance committees in 2023–2024; active roles on Audit & Risk and Finance & Transactions committees; designated audit committee financial expert—strong oversight of financial reporting, internal controls, and risk.
- Alignment: Exceeds director ownership guideline with RSU-based holdings and deferral capability; equity-linked retainer structure supports shareholder alignment.
- Independence and policies: Independent status; company prohibits hedging and pledging, maintains rigorous clawback policies and caps on director compensation—reducing misalignment and reputational risk.
- Interlocks/conflicts: Concurrent service on Bausch + Lomb may create perceived conflicts (dual compensation streams, related-party context) but is transparently disclosed; investors should monitor committee roles and any “Certain Transactions” disclosures for related‑party exposure.
- Shareholder confidence signals: Strong director election outcomes and high say‑on‑pay support in 2025 (≈94% FOR) reflect broad investor backing of governance and compensation frameworks.