A. Robert D. Bailey
About A. Robert D. Bailey
Executive Vice President and Chief Legal Officer (CLO) of Bausch + Lomb since April 2023; age 61 as of March 24, 2025. He previously served as EVP, Law, Policy & Communications at Bausch + Lomb (2007–2013), EVP/CLO & Corporate Secretary at Allergan plc (2014–2020), and CLO at Datavant (2022–2023). He holds a B.A. from St. Olaf College and J.D. from the University of Minnesota . Company performance context during his tenure: 2024 reported revenue growth of 16% and constant currency revenue growth of 17%; 2024 “pay versus performance” table shows cumulative TSR value of $90.30 on a $100 investment since IPO, Adjusted EBITDA (non‑GAAP) of $878M and GAAP net loss of $317M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bausch + Lomb | EVP, Law, Policy & Communications | 2007–2013 | Led legal/policy/comms through ownership transition; built legal infrastructure |
| Allergan plc (incl. Forest/Actavis predecessors) | EVP, Chief Legal Officer & Corporate Secretary | 2014–2020 | Led legal team closing 20+ public/private M&A transactions and licensing deals; managed complex regulatory and litigation matters |
| Datavant | Chief Legal Officer | Mar 2022–Apr 2023 | Legal leadership at health IT company prior to rejoining B+L |
| Nixon Peabody LLP | Attorney | Early career | Corporate/healthcare legal practice foundational experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TearClear | Director | Prior service | Ophthalmic pharma innovator (private) |
| U.S. Chamber of Commerce Litigation Center | Board of Directors (member) | Prior service | Policy/legal advocacy |
| Foundation for the Morristown (NJ) Medical Center | Board of Trustees (member) | Prior service | Non‑profit healthcare governance |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (rate) | $750,000 | $765,000 |
| Salary earned | $519,231 (partial year) | $767,423 |
| Target annual bonus (% of salary) | 80% | 80% |
| Actual annual bonus paid | $430,816 (prorated) | $687,582 |
| All other compensation | $14,850 | $15,525 |
| Total reported compensation | $5,214,599 | $5,528,579 |
Performance Compensation
Annual Incentive (AIP) – 2024 design and payout
- Design: Payout based on pre‑established financial targets and individual strategic priorities; no payout unless company financial threshold met. 2024 funding for financial targets was 107%; Bailey’s individual multiplier was 105% based on execution against legal/compliance efficiency, BD support, and brand/IP protection priorities .
- Payout: Target $612,000; final bonus $687,582 (112% of target) .
| AIP element | Target | Funding/Multiplier | Payout |
|---|---|---|---|
| 2024 AIP | $612,000 | 107% funding; 105% individual multiplier | $687,582 |
Bailey’s 2024 individual strategic priorities and outcomes included: improved contract management and supply chain support; support for multiple transactions in key franchises; proactive IP/brand protection and digital channel security measures .
Long‑Term Incentive (LTI) – 2024 grants and metrics
- 2024 LTI mix: For non‑CEO NEOs, approx. 50% PSUs, 25% RSUs, 25% stock options (approved values: $2,000,000 for Bailey per employment agreement) .
- PSU metrics: Equal weighting of relative TSR (vs. S&P 500 Health Care Index) and organic revenue growth (non‑GAAP); PSUs cliff‑vest at 3 years; PSU earnout capped at 200% .
- 2024 grants to Bailey (2/28/2024): 33,557 RSUs; 16,779 TSR PSUs; 16,779 Revenue Growth PSUs; 50,336 OPA PSUs (outperformance award); 101,626 stock options @ $16.85, 2/28/2034 expiration; associated grant date fair values shown below .
| 2024 LTI grant (2/28/24 unless noted) | Quantity | Terms / Price | Grant date fair value |
|---|---|---|---|
| RSUs | 33,557 | Service‑vesting | $565,435 |
| TSR PSUs | 16,779 | 3‑yr, rTSR metric | $711,745 |
| Revenue Growth PSUs | 16,779 | 3‑yr, organic revenue growth | $565,435 |
| OPA PSUs | 50,336 | Outperformance award | $1,715,434 |
| Stock Options | 101,626 | $16.85 strike; exp. 2/28/2034 | $500,000 |
Equity Ownership & Alignment
- Outstanding equity awards as of Dec 31, 2024 (market value based on $18.06/share) :
- Options: 143,061 exercisable and 286,123 unexercisable @ $17.50 (granted 5/4/2023; exp. 5/4/2033); 101,626 unexercisable @ $16.85 (granted 2/28/2024; exp. 2/28/2034) .
- RSUs: 80,334 (grant 4/24/2023; $1,450,832 MV) and 22,372 (grant 2/28/2024; $404,038 MV) unvested .
- PSUs (unearned): 44,743 and 67,114 (granted 2/28/2024) with MV $808,059 and $1,212,079, respectively; OPA PSUs 50,336 (MV $909,068) .
| Grant | Type | Exercisable | Unexercisable | Strike | Expiry | Unvested shares/units | Market value |
|---|---|---|---|---|---|---|---|
| 5/4/2023 | Options | 143,061 | 286,123 | $17.50 | 5/4/2033 | — | — |
| 4/24/2023 | RSUs | — | — | — | — | 80,334 | $1,450,832 |
| 2/28/2024 | Options | — | 101,626 | $16.85 | 2/28/2034 | — | — |
| 2/28/2024 | RSUs | — | — | — | — | 22,372 | $404,038 |
| 2/28/2024 | PSUs (rTSR) | — | — | — | — | 44,743 | $808,059 |
| 2/28/2024 | PSUs (Rev Growth) | — | — | — | — | 67,114 | $1,212,079 |
| 2/28/2024 | OPA PSUs | — | — | — | — | 50,336 | $909,068 |
- Stock ownership guidelines for executives: CEO 6x salary; other NEOs 3x salary; 50% net‑shares holding requirement until compliance. Anti‑hedging and anti‑pledging policies prohibit hedging/shorting and pledging or margin accounts; none of the NEOs/directors hold company securities in margin accounts subject to margin sales or pledging as of 2023 policy disclosure .
- 2024 and 2025 governance updates included amendments to Insider Trading Policy to address blackouts/Rule 10b5‑1 plans and repurchases .
Employment Terms
- Employment Agreement (effective April 24, 2023; initial 3‑year term; auto‑renews one year unless notice): base salary with 80% target annual incentive; entitled to 2024 equity grant (GDFV) of $2,000,000; ongoing equity at committee’s discretion; standard restrictive covenants (non‑compete and non‑solicit during employment and 1 year post‑termination) .
- Severance and change‑in‑control (assumes termination date 12/31/2024; stock price $18.06):
- Without cause / Good reason: Cash $1,989,000; RSUs $1,450,832 (includes hire RSUs vest); Options $160,229; Other benefits (COBRA) $18,059; Total $3,618,120 .
- In connection with a CIC: Cash $3,366,000; RSUs $4,558,249; Options $283,196; Other benefits $36,118; Total $8,243,563 .
- Death/Disability: RSUs $3,076,502; Options $283,196; Total $3,359,698 .
- Key terms: Pro‑rata vesting of 2024 RSUs and PSUs based on actual performance (min. 1 year from grant for PSUs); full vesting of 2024 RSUs and options upon CIC; pro‑rata PSUs at target upon CIC; OPA PSUs vest at higher of target vs actual (revenue/rTSR as applicable) upon CIC; hire RSUs (and Bailey’s options) vest upon termination of service. COBRA continuation 12 months (24 months upon CIC) .
Compensation Structure vs Performance Metrics
- Pay‑for‑performance framework for 2024 emphasized: Revenues, Adjusted EBITDA (non‑GAAP), organic revenue growth (non‑GAAP), relative and absolute TSR. Adjusted EBITDA was considered the most important financial performance measure for AIP; PSUs used equal weighting of rTSR and organic revenue growth for LTI .
- 2024 AIP payout math for Bailey: Company funding 107% x Target $612,000, then individual multiplier 105% → $687,582 (112% of target), reflecting strong execution in legal operations, BD support, and IP/digital security .
Risk Controls and Governance Provisions
- Clawbacks: Two policies—mandatory Dodd‑Frank Rule 10D‑1 recoupment for restatements, plus committee‑authorized recoupment for material restatements due to gross negligence/intentional misconduct/detrimental actions .
- No hedging/pledging; no repricing of underwater options; no single‑trigger vesting; no excise tax gross‑ups; independent comp consultant; shareholder engagement (2023 say‑on‑pay approval ~98%) .
- 2024 Annual Meeting results (May 29, 2024): Say‑on‑pay passed (For 328,679,496; Against 15,883,392; Abstain 16,421); Omnibus Plan share increase approved .
Investment Implications
- Alignment: Bailey’s compensation has a sizable at‑risk component tied to company financial results and multi‑year rTSR/organic growth PSUs; 2024 AIP used company‑level funding plus individual performance, and PSUs cliff‑vest after 3 years—supporting long‑term alignment .
- Retention/overhang: Significant unvested RSUs/PSUs/options with expirations through 2034 create multi‑year retention and performance linkage. Double‑trigger CIC protection and pro‑rata vesting mechanics reduce abrupt forfeiture risk while limiting single‑trigger windfalls .
- Governance quality: Robust clawbacks, anti‑hedging/pledging rules, no option repricing, and policy updates (10b5‑1) mitigate governance risk. Shareholder support for say‑on‑pay in 2024 underpins program credibility .
- Execution track record: 2024 AIP payout above target for Bailey driven by measurable legal/compliance efficiency gains and BD/IP initiatives; occurs alongside strong 2024 revenue growth and improving Adjusted EBITDA trajectory, though GAAP profitability remained negative (context for incentive calibration) .