Brenton L. Saunders
About Brenton L. Saunders
Brenton L. “Brent” Saunders, age 55, is Chairman of the Board and Chief Executive Officer of Bausch + Lomb, serving since March 6, 2023 (appointed February 15, 2023) . Under his tenure, Bausch + Lomb reported 2024 GAAP revenues of $4,791 million, GAAP net loss of ($317) million, adjusted EBITDA of $878 million, and cash from operations of $232 million . Pay-versus-performance shows cumulative TSR (value of $100 from IPO to year-end) of 85.30 in 2023 and 90.30 in 2024, indicating improving shareholder returns alongside higher adjusted EBITDA year over year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allergan plc | President & CEO; Chairman | CEO 2014–2020; Chairman 2016–2020 | Led global pharma; oversaw major M&A; value creation and portfolio transformation |
| Forest Laboratories, Inc. | CEO & President; Director | Pre-Allergan acquisition (dates not specified) | Led operations ahead of combination with Allergan; integration experience |
| Bausch & Lomb Incorporated | Chief Executive Officer | 2010–2013 | Prior leadership of eye-health leader; operational experience in ophthalmology |
| Vesper Healthcare Acquisition Corp. | Co‑Founder & Chairman | 2020–2021 | SPAC leadership; dealmaking track record |
| Schering‑Plough | President, Global Consumer Health Care; Head of Integration | Dates not specified | Led consumer unit; integration for Merck merger and Organon acquisition |
| PricewaterhouseCoopers LLP | Partner; Head, Compliance Business Advisory | Dates not specified | Compliance advisory leadership; governance expertise |
| Coventry Health Care | Chief Risk Officer | Dates not specified | Enterprise risk management experience |
| Home Care Corporation of America | SVP, Compliance, Legal & Regulatory | Dates not specified | Compliance and legal leadership |
| Thomas Jefferson University Health System | Chief Compliance Officer | Career beginning | Healthcare compliance foundation |
External Roles
| Organization | Role | Committee/Notes |
|---|---|---|
| ARS Pharmaceuticals, Inc. | Director | Current public company directorship |
| Beauty Health Company (f/k/a Vesper Healthcare Acquisition Corp.) | Chairman of the Board | Current public company directorship |
| Arena AI; Rapalogix Health, Inc.; Cambrian Bio; Roam HQ Inc. | Private company board/advisor roles | Chairman at Roam HQ; various advisory roles |
| Mount Sinai Medical Center | Executive Board of Trustees (member since 2022) | Non-profit healthcare governance |
| Prior public boards | Allergan plc; BridgeBio Pharma, Inc.; Cisco Systems, Inc.; Hugel (Korea); Ocuterra Therapeutics; Osmind | Historical directorships |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (contract terms) |
|---|---|---|---|
| Base Salary ($) | $1,396,923 | $1,600,000 | $1,600,000 base in employment agreement |
| Target Annual Bonus (% of salary) | 150% | 150% | 200% from 2025 and beyond |
| Sign-on Bonus ($) | $6,500,000 (paid in 2023) | — | N/A |
| Perquisites | Company car/driver; aircraft use capped at $150,000/yr; corporate apartment | No personal use of company plane or car/driver in 2024 | Same perquisites per agreement |
Performance Compensation
Annual Incentive Program (AIP) – 2024
| Metric | Weighting | Funding Outcome | Individual Multiplier | Payout ($) | Vesting/Payment |
|---|---|---|---|---|---|
| Adjusted EBITDA (non-GAAP, excl. IPR&D) | 60% | Contributed to 107% total funding | CEO: 130% based on strategic priorities | $3,338,400 | Cash bonus paid per AIP; payouts capped at 250% of target |
| Revenues | 40% | Contributed to 107% total funding | CEO: 130% | Included above | Cash bonus per AIP |
2024 AIP design used company financial targets for funding and individual strategic priorities for multipliers; total funding certified at 107%, CEO multiplier 130%, yielding $3,338,400 payout .
Long-Term Incentive Program (LTI) – 2024 Grants
| Award Type | CEO Mix | Performance Metrics | Targets | Vesting |
|---|---|---|---|---|
| PSUs (Annual) | 60% of LTI value | 50% Organic revenue growth (non-GAAP); 50% rTSR vs S&P 500 Health Care | Organic growth: 4.5% threshold (50%), 6% target (100%), 7% stretch (200%); rTSR: 30th pct (50%), 50th (100%), 80th+ (200%) | Cliff at 3 years, performance-dependent |
| RSUs | 20% | Time-based | — | 33% annually over 3 years |
| Stock Options | 20% | Time-based | — | Ratably over 3 years; 10-year term; strike at grant FMV (e.g., $16.85 on 2/28/2024) |
Outperformance PSU Program (2024)
| Metric | Range/Payouts | Modifier | Vesting |
|---|---|---|---|
| Revenue (FY2026) | Earns 0–300% based on stretch goals | rTSR modifier 50% at <40th pct to 150% at ≥90th pct; capped at 50% if absolute TSR negative | Vests Feb 28, 2027, subject to service/performance |
New Hire PSUs – Amendment (July 2025)
| Change | New Performance End Date | Share Price Hurdles | Adjusted EBITDA Modifier |
|---|---|---|---|
| Amended vesting and performance conditions for 2023 New Hire PSUs | Feb 23, 2029 | US$26.57 to US$39.06 hurdles determining 120%–330% payout | 2025–2028 cumulative Adjusted EBITDA modifies payout by −40% to +40% |
Equity Ownership & Alignment
| As of date | Shares Owned (Common) | RSUs (unvested) | PSUs (outstanding) | Options (outstanding) | Total Equity Value at Risk |
|---|---|---|---|---|---|
| March 24, 2025 | 183,958 shares ($2,926,772 value at $15.91/share) | 513,198 RSUs (unvested; $8,164,980 fair value noted) | 1,918,933 PSUs | 2,488,644 options | $2,926,772 (based on common shares & vested RSUs only) |
| Governance Alignment | Policy/Status |
|---|---|
| Share ownership guideline | CEO must hold ≥6× base salary; all NEOs must hold ≥3× salary |
| Compliance | Saunders has met guideline |
| Holding requirement | Must retain 50% of net shares from vesting until guideline met |
| Anti-hedging/pledging | Hedging prohibited; pledging prohibited; no NEOs/directors with margin accounts/pledges |
| Matching Share Program | CEO purchased shares matched by 32,250 MRSUs granted 8/5/2024; MRSUs vest pro-rata over 3 years |
| Clawbacks | Dodd-Frank (Rule 10D-1) restatement clawback; misconduct/detrimental conduct clawback |
Outstanding award detail (12/31/2024): options from 2023 ($18.60 strike) and 2024 ($16.85 strike); RSUs/PSUs quantities and vesting schedules provided; certain time-based RSUs scheduled to vest in early 2025 were accelerated and settled on Dec 23, 2024 .
Ownership as % of shares outstanding (computed): 183,958 / 353,273,183 ≈ 0.052%; numerator and denominator per proxy .
Employment Terms
| Item | Term |
|---|---|
| Agreement date/Start | Employment Agreement dated Feb 14, 2023; CEO since March 6, 2023 |
| Initial term | Four years; auto-renew for successive one-year periods unless non-renewal notice |
| Compensation | Base $1.6M; target bonus 150% (2023–2024) and 200% (2025+) |
| Annual equity | Target LTI approx. $14,000,000 in 2024; ongoing annual grants at Talent & Compensation Committee discretion |
| Severance (no CIC) | Lump sum cash equal to 2× (base + target bonus); prior-year bonus if earned; prorated current-year bonus based on actual performance; pro-rata vesting of time-based and performance awards (with details) |
| Severance (CIC) | Double-trigger; 2× (base + greater of 2-year avg bonus or target); full vesting for time-based awards; PSUs at target or higher of target/actual as specified; option exercisability preserved |
| Death/Disability | Prior-year bonus if earned; full vesting of time-based awards; PSUs pro-rata based on actual; Outperformance PSUs pro-rata based on actual |
| Restrictive covenants | Non-compete and non-solicit during employment and for one year post-termination |
| Perquisites | Company car/driver; aircraft (personal use capped $150,000/yr); corporate apartment |
| Amendment (July 2025) | Limited “good reason” severance relating to spin-off timing; new performance conditions for 2023 New Hire PSUs |
Board Governance
- Role and independence: Saunders is NOT independent due to his CEO role; he may not serve on Audit & Risk, Talent & Compensation, or Nominating & Corporate Governance Committees .
- Dual-role oversight: The Board has combined Chair and CEO roles; a Lead Independent Director (Thomas W. Ross Sr.) ensures independent oversight, presiding over executive sessions and liaising with management; appointment of a Lead Independent Director is mandated when Chair is not independent .
- Committee membership: Saunders is not a member of the four standing committees (Audit & Risk, Talent & Compensation, Nominating & Corporate Governance, Science & Technology) .
- Attendance: Saunders attended 8 of 8 Board meetings in 2024 (100%) .
- Sessions: Independent directors held executive sessions at each of the four regularly scheduled Board meetings in 2024 .
- Board service history: Director since 2023; currently Chairman of the Board and CEO .
Director Compensation
- As Chairman and CEO, Saunders did not receive any additional compensation for service as Chairman in 2024 and does not participate in the non-employee director compensation program .
- Non-employee directors receive cash retainers, RSUs that vest annually before the next annual meeting, with chair/member fees by committee; annual equity retainer target $240,000; share ownership guideline for directors is 5× annual cash retainer ($400,000) within five years .
Compensation & Pay Mix (Multi-year)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 1,396,923 | 27,870,000 | 7,305,493 | 2,181,436 | 55,199 | 45,309,051 |
| 2024 | 1,600,000 | 16,106,834 | 2,799,997 | 3,338,400 | 15,525 | 23,860,756 |
93% of CEO compensation opportunity was at-risk variable incentive compensation in 2024, reflecting pay-for-performance emphasis .
Performance & Track Record
- 2024 execution: Robust top-line; GAAP revenues $4,791M, adjusted EBITDA $878M; above-target AIP funding at 107% based on revenues and adjusted EBITDA .
- Dry Eye leadership: MIEBO and Xiidra prescriptions growing; MIEBO $63M Q2 revenue (+50% YoY TRx); Xiidra weekly TRx +12% YoY; comprehensive OTC portfolio with Lumify and Blink .
- Surgical recovery: Envista intraocular lenses resupplied post-voluntary recall; 200,000 lenses shipped; sequential ramp expected through Q4 with full momentum recapture by Q1 next year .
- Capital structure: Refinancing of ~$3.1B debt extending maturities to 2031; guidance raised to $5.05–$5.15B revenue and $860–$910M adjusted EBITDA for 2025 .
- Pay-versus-performance: Compensation-actually-paid tracked with TSR and adjusted EBITDA, highlighting linkage to performance .
Compensation Peer Group (Benchmarking)
Agilent (A), Alcon (ALC), Align Technology (ALGN), Cooper (COO), Dentsply (XRAY), DexCom (DXCM), Edwards (EW), Hologic (HOLX), Jazz (JAZZ), Organon (OGN), Perrigo (PRGO), ResMed (RMD), Teleflex (TFX), Viatris (VTRS), Zimmer Biomet (ZBH). Committee targets median market data; uses Willis Towers Watson survey supplementation .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~95%, evidencing strong shareholder support .
- Independent compensation consultant (Pay Governance) engaged; assessed as independent; no other services provided .
- Ongoing shareholder engagement channels outlined, including meetings, conferences, and annual meetings .
Equity Awards & Vesting (Grant specifics – 2024)
| Grant | Grant Date | Shares/Units | Key Terms |
|---|---|---|---|
| RSUs (Annual) | 2/28/2024 | 187,919 RSUs | 33% vest annually over 3 years |
| Stock Options | 2/28/2024 | 569,105 options | Exercise price $16.85; vest ratably over 3 years; 10-year term |
| PSUs (rTSR) | 2/28/2024 | 140,940 target | Earns 0–200%; 3-year cliff; rTSR vs S&P 500 Health Care |
| PSUs (Revenue Growth) | 2/28/2024 | 140,940 target | Earns 0–200%; annual organic growth measured, averaged over 3 years |
| Outperformance PSUs | 2/28/2024 | 50,336 target | 0–300% earn; 3-year cliff to 2/28/2027 |
| Matching RSUs (MRSU) | 8/5/2024 | 32,250 MRSUs | Vests pro-rata over 3 years |
Outstanding awards table lists 2023 new-hire equity (RSUs, PSUs, options), 2024 awards, and accelerated settlement of certain RSUs on Dec 23, 2024 .
Related-Party Transactions & Red Flags
- Related-party transactions since Jan 1, 2024: none, other than BHC indemnification arrangement termination with $14.7M payment to offset indebtedness .
- Repricing prohibited: Stock option repricing expressly prohibited under the Omnibus Plan .
- Anti-hedging/pledging compliance: Strict policies; no NEOs/directors hold margin accounts/pledges .
- Clawbacks: Strong restatement and misconduct clawbacks; no indemnification for recovered compensation .
- Say-on-pay support: High approval, mitigating governance risk .
Board Service History, Committee Roles, and Dual-Role Implications
- Saunders serves on the Board since 2023, as Chairman and CEO; not independent and excluded from Audit & Risk, Talent & Compensation, and Nominating & Corporate Governance Committees .
- Lead Independent Director (Thomas W. Ross Sr.) appointed to ensure independent oversight; responsibilities include presiding over executive sessions, agenda input, and liaison role with CEO/Chair .
- Board and committee attendance: Saunders attended 100% of Board meetings (8/8) in 2024; independent directors held executive sessions each regular meeting .
- Governance rationale: Board affirms combined Chair/CEO is appropriate given industry expertise, balanced by Lead Independent Director structure; position descriptions formalized .
Investment Implications
- Alignment: High at-risk pay (93% in 2024) with rigorous performance metrics (revenues, adjusted EBITDA, organic revenue growth, rTSR), strong holding requirements and clawbacks align compensation with long-term value creation .
- Retention risk: Four-year auto-renewing contract, robust severance with double-trigger CIC protection, and substantial unvested equity reduce near-term departure risk; July 2025 amendment limiting “good reason” related to spin-off timing further stabilizes tenure incentives .
- Insider selling pressure: Multi-year RSU and PSU cliffs and ratable option vesting create regular vest events; anti-pledging/hedging and holding requirements mitigate forced selling; note accelerated RSU settlement in Dec 2024 already occurred .
- Trading signals: Outperformance PSUs and amended 2023 New Hire PSUs include explicit share-price hurdles and EBITDA modifiers, tying payout outcomes to stock and operating performance by 2027–2029; equity award amendments set rTSR defaults if BHC spin-off timing remains unresolved, affecting PSU outcomes at target for certain cohorts .
- Execution focus: Dry eye leadership (MIEBO/Xiidra) and surgical portfolio recovery (Envista) underpin 2025 guidance raise; watch generics normalization and premium IOL rollout cadence; upcoming Investor Day (Nov 13, 2025) to detail pipeline catalysts .
Note: All facts and figures are sourced from company filings and materials cited above.