Seana Carson
About Seana Carson
Seana Carson, 53, is Executive Vice President and General Counsel of Bausch Health (BHC). She joined BHC in November 2006 and has served as EVP, General Counsel since May 2022; she previously led the international legal function and spent 12+ years as SVP & Chief Compliance Officer. She holds a law degree from Queen’s University (Ontario) and a bachelor’s degree from the University of Western Ontario, and began her career as an associate at Ogilvy Renault LLP (now Norton Rose Fulbright) . Company performance relevant to incentive metrics in 2024: net revenue grew 4.9% and Adjusted EBITDA grew 8.3%, driving a 120% AIP payout outcome for NEOs including Carson .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bausch Health | Executive Vice President, General Counsel | May 2022–present | Oversees global legal; proxy signatory and corporate governance leadership . |
| Bausch Health | SVP, Head of Legal International | Prior to 2022 (not individually dated) | Led international legal function . |
| Bausch Health | SVP & Chief Compliance Officer | 12+ years (dates not individually disclosed) | Built/ran compliance program for over a decade . |
| Ogilvy Renault LLP (now Norton Rose Fulbright) | Associate | Prior to 2006 (start at BHC) | Corporate/commercial legal training and practice . |
External Roles
- No external public company board or committee roles disclosed in the 2024–2025 proxy statements .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 527,624 | 615,000 (approved for 2024) | 650,000 effective Mar 24, 2025 |
| Target Bonus % of Salary | 60% (per employment agreement) | 60% | 75% (effective for 2025 AIP) |
| AIP Payout (% of Target) | 103% | 120% | N/A (in-year) |
| Actual Bonus Paid ($) | 333,341 | 433,150 | N/A (in-year) |
Performance Compensation
Annual Incentive Program (AIP) – 2024 Design and Outcome
| Metric | Weight | Threshold | Target | Stretch | Actual | Achieved (% of Target) | Payout (% of Target) | Vesting |
|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (ex-B+L) | 60% | $2,216M | $2,462M | $2,954M | $2,616M | 106.3% | 131.4% | N/A |
| Revenue (ex-B+L) | 40% | $4,391M | $4,879M | $5,855M | $4,908M | 100.6% | 103.0% | N/A |
| Strategic Priorities (aggregate) | 25% of total payout construct | — | — | — | — | — | 120% (weighted) | N/A |
- For 2024, Carson’s AIP metrics weighed 75% on financials (Adjusted EBITDA 60%, Revenue 40%) and 25% on strategic priorities; her approved payout was 120% of target ($433,150 vs. $360,956 target) .
- In 2023, Company AIP financials achieved a combined 97.2% payout (Carson payout 103% of target) .
Long-Term Incentives (LTI)
- 2024 PSU Program: Three one-year Adjusted Operating Cash Flow (ex-B+L) targets averaged across 2024–2026, with a 3-year rTSR modifier measured vs R1000 Pharma/Biotech and NYSE ARCA Pharma indices; payout capped at 200% .
• AOCF thresholds for 2024 PSUs: <$734M=0%, $734M=50%, $815M=100%, $897M=200% .
• rTSR modifier: <=25th percentile = -25%, 50th = 100%, >=75th = +25% (linear in between) .
• 2024 RSUs: ratable vesting over 3 years .
• Company granted no stock options in 2024 . - 2025 LTI mix: generally 50% PSUs, 50% RSUs for NEOs (CEO 60% PSUs/40% RSUs), continuing the AOCF + rTSR design .
2023 Grant Detail (Carson)
| Award Type | Grant Date | Shares/Options | Exercise Price | Grant Date Fair Value ($) |
|---|---|---|---|---|
| RSU | 3/2/2023 | 95,119 | — | 879,851 |
| PSU (Target) | 3/2/2023 | 95,119 Target; 35,670 Threshold; 190,238 Max | — | 1,005,408 |
| Stock Options | 3/2/2023 | 82,117 | $9.25 | 399,910 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares owned (common) | 157,806 (as of Aug 18, 2025) |
| Right to acquire (within 60 days) | 312,735 total, composed of 216,833 currently exercisable options and 95,902 RSUs scheduled to vest within 60 days (as of Aug 18, 2025) |
| Total beneficial ownership | 470,541 shares (as of Aug 18, 2025) |
| Ownership as % of outstanding | <1% |
| Shares pledged | None; no pledging by directors/executives |
| Stock ownership guideline | 3x base salary requirement for Ms. Carson; status: satisfied |
Option detail (currently exercisable tranches for Carson):
- 124,372 @ $24.17; 82,117 @ $9.25; 18,115 @ $24.77; 11,360 @ $32.56; 4,246 @ $23.16; 3,996 @ $23.92 .
- As of Dec 31, 2024, outstanding stock options were not in-the-money (reduces near-term exercise/sale pressure) .
Near-term vesting/supply consideration: 95,902 RSUs scheduled to vest within 60 days of Aug 27, 2025 (potential incremental float/sale overhang depending on tax withholdings/disposition) .
Employment Terms
- Employment Agreement: December 2021, in connection with appointment as General Counsel at the time of the B+L IPO .
• Base salary: C$665,000; target annual incentive 60% of base; max 200% of target; one-time RSU grant valued at $250,000; ongoing equity awards at Committee discretion .
• Restrictive covenants: non-compete and non-solicit during employment and for one year post-termination . - Severance economics (Carson Agreement):
• Without Cause / Good Reason: 1.5x (salary + target bonus) lump sum; prorated annual incentive (lesser of actual or target); remaining B+L separation bonus, and one year of health benefits at active employee rates; ESA (Canada) offsets apply .
• Change-in-Control (double-trigger or in contemplation): 2.0x (salary + target bonus) lump sum; prorated target annual incentive; one year of health benefits .
• Equity upon termination/CIC (select terms): PSUs pro-rata at actual after 1-year service; pro-rata at target upon qualifying CIC termination or if not assumed; options vest in full upon qualifying CIC termination; retirement vesting requires age/service thresholds (Carson not retirement-eligible as of 12/31/2024) .
Potential payments upon termination (illustrative as of 12/31/2023; stock price $8.02):
| Scenario (as of 12/31/2023) | Cash ($) | RSUs ($) | PSUs ($) | Stock Options ($) | Other Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without Cause or for Good Reason | 1,668,159 | 660,617 | — | — | 4,078 | 2,332,854 |
| Termination within 12 months of a Change in Control | 2,099,668 | 2,525,169 | 253,588 | — | 4,078 | 4,882,503 |
| Death or Disability | — | 2,525,169 | 279,792 | — | — | 2,804,961 |
Compensation Structure Analysis
- Shift away from options: No stock options granted in 2024; 2025 LTI for NEOs is split PSUs/RSUs (50/50), increasing performance-tied and time-based equity vs. options (lower risk, stronger alignment) .
- AIP metrics remain hard financials: Adjusted EBITDA (60%) and Revenue (40%) for 75% of score; strategic priorities for 25%. 2024 outcome at 120% underscores pay-for-performance linkage to revenue (+4.9%) and Adj. EBITDA (+8.3%) growth .
- Cash compensation upward adjustments: 2024 base +10.8% to $615k; 2025 base +5.7% to $650k and target bonus raised to 75%—potentially higher future cash-at-risk (but still performance-contingent) .
- Ownership alignment: 3x salary ownership guideline met; no pledging permitted/none pledged .
Equity Ownership & Trading Pressure Signals
- Near-term vesting: 95,902 RSUs vesting within 60 days of Aug 27, 2025 could create incremental sell/withhold volume for taxes .
- Options status: Not in-the-money as of Dec 31, 2024 (less incentive for option exercises/sales) .
- Pledging/hedging: No pledging by insiders; no hedging disclosure in retrieved materials .
Performance & Track Record (selected 2024 achievements tied to incentives)
- Delivered revenue growth of 4.9% and Adjusted EBITDA growth of 8.3% (ex-B+L), contributing to above-target AIP financials .
- Strategic priority execution (select items): gross margin +1.8 pts vs budget; capital spend $21M favorable; supply shortages reduced 58%; debt reduction (gross $731M; net $990M on principal basis, excl. B+L) .
- Organization build: Recruited CFO, US Pharma EVP, and CMO/Head of R&D; culture and CSRD groundwork advanced .
Compensation Governance & Ownership Guidelines
- Ownership guideline: 3x salary for General Counsel; Carson is in compliance; unvested RSUs count toward guideline, PSUs/options do not; five years to achieve; required 50% net share retention until compliance .
- “Compensation Actually Paid” drivers: Most important measures in 2024 were Revenue, Adjusted EBITDA, Adjusted Operating Cash Flow, and rTSR .
Investment Implications
- Alignment and retention: Strong alignment via PSUs (AOCF with rTSR modifier) and RSUs; no pledging, guideline met; severance economics (1.5x/2.0x) and CIC equity treatment reduce near-term retention risk .
- Pay-for-performance: 2024 AIP paid 120% on above-target EBITDA and revenue, indicating a plan responsive to financial outcomes; 2025 target bonus increased to 75% suggests higher pay sensitivity to results going forward .
- Selling pressure watch: ~95.9k RSUs vesting near-term could add supply; options currently out-of-the-money reduce exercise-driven selling risk .
- Governance risk: No insider pledging; no evidence of option repricing or tax gross-ups in retrieved materials; continued reliance on non-GAAP metrics and Committee discretion warrants standard monitoring .