Andrew J. Stewart
About Andrew J. Stewart
Andrew J. Stewart, age 50, is President, Global Pharmaceuticals and International Consumer at Bausch + Lomb (BLCO), a role he has held since April 2023 after joining from AbbVie’s Eye Care franchise; earlier roles span Allergan (global Eye Care marketing, U.S. Retina, BD), Bristol‑Myers Squibb (c.14 years in Global Clinical Operations/Pharma Development), and Merck (7 years in manufacturing) . He holds an MBA from NYU Stern, an MS in Environmental Science from Rutgers, and a BS in Chemical Engineering from NJIT . For 2024, his annual incentive plan (AIP) payout was 112% of target, driven by 107% funding on company financial targets and a 105% individual multiplier tied to launches (Miebo), relaunches (Xiidra), geographic expansion planning, and an omni‑channel platform rollout; long‑term incentives are tied to organic revenue growth and relative TSR vs the S&P 500 Health Care Index, vesting over three years (cliff for PSUs), reinforcing pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AbbVie (Eye Care) | General Manager | Not disclosed | Led Eye Care franchise; prior responsibilities included U.S. Retina, global Eye Care marketing, and BD for Eye Care |
| Allergan plc (pre‑AbbVie) | Eye Care leadership (Global Marketing; U.S. Retina; BD) | Not disclosed | Drove commercialization and portfolio strategy in ophthalmic Rx |
| Bristol‑Myers Squibb | Global Clinical Operations and Pharmaceutical Development Operations (R&D) | ~14 years | R&D execution and development operations |
| Merck & Co., Inc. | Manufacturing division | 7 years | Manufacturing operations and scale-up |
External Roles
No external board or committee roles disclosed for Stewart in BLCO filings reviewed.
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | AIP Target ($) | Actual Bonus Paid ($) | Bonus as % of Target |
|---|---|---|---|---|---|
| 2023 | 600,000 | 80% | 331,397 (prorated) | 344,653 | N/A (prorated year) |
| 2024 | 615,000 | 80% | 492,000 | 552,762 | 112% |
| 2025 (approved) | 630,000 | 80% (unchanged for 2025) | N/D | N/D | N/D |
Notes:
- 2024 AIP funded at 107% on financials with a 105% individual multiplier → 112% payout of target ($552,762) .
- Annual incentive target for NEOs (including Stewart) remains 80% of base salary for 2025 .
Performance Compensation
2024 AIP (Annual Incentive) Outcome
| Component | Metric/Design | Target/Payout Basis | Result/Payout |
|---|---|---|---|
| Company Financial Targets | Pre‑established financial metrics (not itemized) | Funding curve vs targets | 107% funding |
| Individual Strategic Priorities | Miebo launch; Xiidra relaunch; geographic expansion plans; Glimpse OMNI channel launch | Individual multiplier | 105% multiplier |
| Final AIP Payout | Target $492,000 | Funding x Multiplier | $552,762 (112% of target) |
2024 Long‑Term Incentive Grants (Award mix and specifics)
BLCO uses a balanced LTI mix; for NEOs other than CEO, 50% PSUs, 25% RSUs, 25% Stock Options; Stewart’s 2024 approved LTI value: $1,000,000; for 2025, target grant date value rises to ~$1,300,000 .
| Award | Grant Date | Shares/Units | Terms | Fair Value ($) | Notes |
|---|---|---|---|---|---|
| RSUs (annual) | 2/28/2024 | 16,778 | Vests ratably on first 3 anniversaries (time‑based) | 282,709 | Time‑based RSUs scheduled to vest in Q1‑2025 were accelerated and settled on 12/23/2024 for all NEOs |
| Non‑qualified Stock Options | 2/28/2024 | 50,813 | Strike $16.85; 10‑yr term; vests ratably over 3 years | 250,000 | Expiration 2/28/2034 |
| PSUs – rTSR vs S&P 500 Health Care | 2/28/2024 | 8,389 target (range 8,389/16,778/33,556) | Cliff vest at 3rd anniversary; cap 200% | 355,862 | External performance metric |
| PSUs – Organic Revenue Growth | 2/28/2024 | 8,389 target (range 8,389/16,778/33,556) | Cliff vest at 3rd anniversary; measured over 2024–2026 | 282,709 | Internal non‑GAAP metric (constant currency; excludes M&A, discontinuations) |
| OPA PSUs (Outperformance Award) | 2/28/2024 | 50,336 target (range up to 302,013) | Performance‑based; see award footnotes | 1,715,434 | Large incremental performance grant |
Summary Compensation (Reported)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 616,269 | 2,636,714 | 250,000 | 552,762 | 26,525 | 4,082,270 |
| 2023 | 415,385 | 563,882 | — | 344,653 | 9,346 | 1,933,266 |
Equity Ownership & Alignment
- Beneficial ownership (as of March 24, 2025): 61,585 shares (comprised of 33,598 common; 16,937 options exercisable within 60 days; 11,050 RSUs releasable within 60 days); <1% of outstanding shares .
- Anti‑pledging/hedging: Company policy prohibits pledging and hedging; none of the NEOs/directors hold pledged shares .
- Ownership guidelines: 3x base salary for NEOs; unvested RSUs count; must retain 50% of net shares until compliant; Stewart has five years from April 2023 (until April 2028) and is on track; all NEOs are in compliance .
Outstanding Equity Awards (FY‑end reference and vesting)
| Award (as of disclosures) | Quantity/Status | Market/Payout Value ($) | Key Vesting Terms |
|---|---|---|---|
| RSUs (4/24/2023 grant) | 22,100 unvested | 399,126 | Time‑based; vests ratably over 3 years |
| RSUs (2/28/2024 grant) | 11,186 unvested | 202,019 | Time‑based; ratable over 3 years; some 2025 tranches accelerated 12/23/24 |
| Options (2/28/2024 grant) | 50,813 unexercisable at grant; strike $16.85; exp. 2/28/2034 | N/A | Ratable over 3 years; 10‑yr term |
| PSUs – rTSR (2024) | 22,371 “outstanding” basis used in table | 404,020 | Cliff vest at 3 years; cap 200% |
| PSUs – Revenue Growth (2024) | 33,556 “outstanding” basis used in table | 606,021 | Cliff vest at 3 years; multi‑year measurement |
| OPA PSUs (2024) | 50,336 “outstanding” basis used in table | 909,068 | Performance‑based; see footnotes |
Additional note on option value context used in severance modeling: BLCO used a $18.06 stock price (12/31/2024 close) for potential payments tables; under a change-in-control scenario, Stewart’s options were valued at $61,484 using that assumption .
Employment Terms
| Item | Detail |
|---|---|
| Start Date and Role | Employment agreement dated April 11, 2023; commenced April 24, 2023; President, Global Pharmaceuticals and International Consumer |
| Term | Initial 3‑year term; auto‑renews for successive 1‑year periods unless non‑renewal notice |
| Compensation Structure | Base salary plus target annual incentive of 80% of salary; entitled to 2024 annual equity grant of $1,000,000 (ongoing grants at Compensation Committee’s discretion) |
| Restrictive Covenants | Customary; includes non‑solicitation during employment and for one year post‑termination |
| Severance (No CIC) | If terminated without Cause, company non‑renewal, or Good Reason resignation: earned but unpaid prior‑year bonus; prorated annual target bonus for year of termination; lump sum cash equal to 1x (base + target bonus); 12 months COBRA; subject to release |
| Severance (CIC or within 12 months post‑CIC) | Cash lump sum 2x (base + target bonus); earned but unpaid bonus; prorated bonus; 24 months COBRA; subject to release |
| Equity Treatment (select highlights) | Upon qualifying termination without cause/Good Reason: pro‑rata vesting of 2024 RSUs; pro‑rata PSUs based on actual performance (min. 1 year service); CIC: full vesting of 2024 RSUs/Options; PSUs generally pro‑rata at target; OPA PSUs vest at higher of target vs actual revenue and actual rTSR through termination |
Investment Implications
- Pay-for-performance and operating leverage to execution: 2024 AIP above target (112%) and individual priorities tied directly to commercial execution (Miebo launch, Xiidra relaunch, omni‑channel rollout) indicate compensation sensitivity to product uptake and commercial KPIs, aligning near‑term cash incentives with revenue trajectory .
- Multi‑year alignment and equity sensitivity: 2024 LTI awards emphasize PSUs (rTSR vs S&P 500 Health Care and organic revenue growth) with 3‑year cliff vesting and a 200% cap; a sizable OPA PSU grant increases upside for outsized performance, creating a strong multi‑year equity linkage but also raising performance risk if growth or TSR underperform peers .
- Retention risk mitigants: Contract offers double‑trigger CIC protection at 2x cash, pro‑rata/accelerated equity vesting, and 24 months COBRA, reducing flight risk during strategic events; 2025 target LTI value step‑up to ~$1.3m further supports retention and scope expansion incentives .
- Insider selling pressure and supply: December 23, 2024 acceleration of time‑based RSUs scheduled for Q1‑2025 increased near‑term share delivery to NEOs; combined with ongoing annual vesting, this can modestly elevate potential insider selling windows, though anti‑hedging/pledging policies and ownership retention rules mitigate misalignment risks .
- Ownership alignment and governance: Stewart holds 61,585 shares/units/options counted within 60 days (as of March 24, 2025), is subject to 3x salary ownership guidelines with five years to comply (through April 2028), must retain 50% of net vested shares, and is prohibited from hedging/pledging—supportive of long‑term alignment; say‑on‑pay passed in 2024, indicating shareholder support for the program .
Overall: Stewart’s package is levered to commercial execution (AIP) and multi‑year value creation (revenue growth and rTSR PSUs), with robust CIC protection and rising forward LTI targets signaling the company’s intent to retain and motivate him through key product cycles—supportive of alignment but with notable performance risk embedded in large PSU components .