Andrew C. von Eschenbach, M.D.
About Andrew C. von Eschenbach, M.D.
Andrew C. von Eschenbach, M.D. (age 83) is an independent director of Bausch + Lomb (BLCO) since April 2022, currently serving as President of Samaritan Health Initiatives, Inc. and Adjunct Professor at the University of Texas MD Anderson Cancer Center . He is the former Commissioner of the U.S. Food and Drug Administration (2005–2009) and previously served four years as Director of the National Cancer Institute; he spent 26 years at MD Anderson in senior clinical and academic leadership roles. He holds a B.S. from St. Joseph’s University and an M.D. from Georgetown University School of Medicine, with surgical and urology residencies at Pennsylvania Hospital and the University of Pennsylvania, and a fellowship in urologic oncology at MD Anderson . His full Board tenure is 3 years as of March 24, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Food and Drug Administration | Commissioner | 2005–2009 | Led FDA; regulatory leadership in highly regulated industries . |
| National Cancer Institute (NIH) | Director | 4 years prior to 2005 | Oversight of national oncology research priorities . |
| UT MD Anderson Cancer Center | Chairman of Urology; Director, Prostate Cancer Research Program; EVP & Chief Academic Officer | 26 years | Senior clinical and academic leadership; oncology research and strategy . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TriSalus Life Sciences, Inc. (public) | Director | Current | Medical equipment manufacturer . |
| Roivant Sciences Ltd. | Advisory role | Since Feb 2023 | Pharmaceutical preparations; advisory capacity . |
| Orcosa | Senior Advisor | Since Jul 2022 | Clinical-stage life sciences; advisory capacity . |
| Milken Institute | Advisory role | Since 2011 | Policy advisory . |
| Bipartisan Policy Center | Advisory role | Since 2019 | Policy advisory . |
| Davos Alzheimer’s Collaborative | Member | Dec 2021–Dec 2022 | Alzheimer’s initiative . |
| Angiogenesis Foundation | Board Member | Current | Non-profit vascular research . |
| Regan Udall Foundation (FDA) | Board Member | Current | Regulatory science non-profit . |
| Arbital Health | Advisory Board Member | Current | Advisory role . |
| Wake Forest Institute of Regenerative Medicine | Advisory Board Member | Current | Advisory role . |
| Prior public boards | Director | Prior | Bausch Health Companies Inc.; Celularity, Inc.; Radius Health, Inc. . |
Board Governance
- Independence: The Board determined Dr. von Eschenbach is independent; 9 of 10 current directors are independent .
- Committees and chair roles: Chair, Science and Technology Committee; Member, Nominating and Corporate Governance Committee .
- Attendance (2024): Board 8/8; Nominating & Corporate Governance 4/4; Science & Technology 4/4; Overall 100% .
- Lead Independent Director: Thomas W. Ross, Sr.; independent executive sessions held at each of the four scheduled Board meetings in 2024 .
- Years of service on BLCO Board: Since April 28, 2022 (Full Years = 3) .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual Board cash retainer | $80,000 | Non-employee director program . |
| Committee chair fee (Science & Technology) | $15,000 | Chair retainer . |
| Committee member fee (Nominating & Corporate Governance) | $7,500 | Member retainer . |
| Total fees earned | $102,500 | Sum of above, reported fees earned . |
| Stock awards (RSUs) grant-date fair value | $239,986 | Annual RSU grant under Omnibus Plan . |
| Total 2024 compensation | $342,486 | Fees + stock awards . |
Program terms for non-employee directors:
- Annual equity retainer: RSUs with target grant-date fair value $240,000; vest immediately prior to next annual meeting; directors may elect deferral of settlement until separation from service .
- Caps: Aggregate director cash + equity compensation capped at $750,000 per fiscal year .
Performance Compensation
| Equity Award (Director) | Grant | Number of RSUs | Vesting | Settlement Election |
|---|---|---|---|---|
| Annual non-employee director RSUs | 2024 | 14,696 | Vest immediately prior to 2025 annual meeting | Dr. von Eschenbach elected deferral of settlement until separation from service . |
- Notes: Non-employee director equity is time-based RSUs; there are no director PSUs or performance metrics tied to director compensation (performance metrics apply to executives, not directors) .
Other Directorships & Interlocks
| Company | Status | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| TriSalus Life Sciences, Inc. | Current | Director | Public medical equipment; no BLCO-related party transactions disclosed . |
| Bausch Health Companies Inc. | Prior | Director | Prior service only; current BLCO Board includes other BHC directors, but no 2024 related-party transactions disclosed . |
| Celularity, Inc.; Radius Health, Inc. | Prior | Director | Prior service only . |
- Related-party transactions: Since Jan 1, 2024 the Company has not entered into any related-party transactions; an indemnity arrangement with controlling shareholder BHC was terminated in April 2025, with BHC paying BLCO $14.7 million to offset indebtedness .
Expertise & Qualifications
- Clinical and life sciences expertise; advanced medical training and extensive oncology leadership at MD Anderson .
- Government/regulatory experience as former FDA Commissioner and NCI Director; risk oversight background .
- Skills matrix flags: Clinical; Government/Regulatory; Risk Management .
Equity Ownership
| Holding (as of Mar 24, 2025 / Dec 31, 2024 where specified) | Quantity | Valuation/Status | Notes |
|---|---|---|---|
| BLCO Common Shares | 12,500 | $198,875 based on $15.91 close price (Mar 24, 2025) | Direct ownership . |
| Outstanding RSUs (2024 grant) | 14,696 | Unvested | Annual director grant; vest prior to annual meeting; settlement elected to defer . |
| Vested RSUs (prior elections) | 12,857 | Vested; settlement deferred until separation | Deferred settlement of vested RSUs . |
| Total Equity Value at Risk | $403,430 | Represents 101% of $400,000 director share ownership guideline | Value at risk includes common shares + vested RSUs; excludes options and unvested RSUs . |
| Director Ownership Guideline | $400,000 | 5x $80,000 cash retainer; compliance due by Apr 28, 2027 | Dr. von Eschenbach currently meets/exceeds guideline . |
- Hedging/pledging: BLCO prohibits hedging and pledging; none of NEOs or directors holds margin accounts subject to margin sales or pledging as loan collateral .
Governance Assessment
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Strengths and confidence signals:
- 100% attendance across Board and committees in 2024; strong engagement .
- Chairs the Science and Technology Committee; governance role includes oversight of R&D strategy, pipeline, and regulatory matters, aligning with his clinical/regulatory expertise .
- Independent director; meets director ownership guideline (101% of $400k), indicating alignment with shareholders .
- Director compensation structure mixes cash retainers with time-based equity; no meeting fees or excessive perquisites for directors; overall director program affirmed with no changes in July 2024 .
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Potential risks and red flags to monitor:
- Multiple external advisory roles across life sciences (Roivant, Orcosa, foundations) may require ongoing disclosure and Board oversight under BLCO’s conflict-of-interest and Code of Conduct policies; no related-party transactions are disclosed for 2024–2025 .
- Board has no director retirement policy or set term limits; refreshment is managed via Nominating & Corporate Governance processes—investors may monitor refreshment given age and tenure distribution .
-
Policy safeguards:
- Robust conflict-of-interest and ethics framework; Audit & Risk Committee reviews director conflicts; anti-hedging/anti-pledging policies in place; whistleblower and clawback mechanisms (clawbacks apply to executives) .
Bottom line: Dr. von Eschenbach brings deep clinical and regulatory expertise aligned with BLCO’s science and technology oversight, demonstrates full attendance and ownership alignment, and, based on disclosures, presents low apparent conflict risk under BLCO’s policies. Continued monitoring of external roles and Board refreshment practices is prudent for governance quality .