John A. Paulson

About John A. Paulson

Independent director of Bausch + Lomb (BLCO) since April 2022; age 69. President and Portfolio Manager at Paulson Capital Inc.; previously founded and led Paulson & Co. Inc., with prior senior roles at Gruss Partners and Bear Stearns. He holds a finance degree from NYU (1978) and an MBA from Harvard Business School (1980). In 2024 he attended 100% of Board meetings (8/8) and 100% of Nominating & Corporate Governance Committee meetings (4/4) .

Past Roles

External Roles

Board Governance

• Independence: Determined independent under U.S. and Canadian rules; BLCO’s board is 90% independent (9 of 10 directors) .
• Committees: Member, Nominating & Corporate Governance Committee (Chair: Thomas W. Ross Sr.). Not on Audit & Risk, Talent & Compensation, or Science & Technology .
• Attendance: 2024 Board 8/8; Nominating & Corporate Governance 4/4; overall 12/12 (100%) .
• Executive sessions: Independent directors met in executive session at each of the four regular Board meetings in 2024 (presided by Lead Independent Director) .
• Tenure: Three full years of service as of March 24, 2025 .

Fixed Compensation

Program structure for non-employee directors:

• $80,000 annual cash retainer; $240,000 target annual RSU grant; Lead Independent Director $40,000; Committee chair/member retainers (Audit chair $25,000; Nominating chair $15,000; Talent chair $20,000; members $7,500–$12,500); annual director total cap $750,000 .

Performance Compensation

Directors do not receive performance-based equity; RSUs are time-based. For context on BLCO’s pay-for-performance oversight (executive program):

• Annual Incentive Program metrics: Adjusted EBITDA (60%) and Revenues (40%); 2024 funding certified at 107% .
• PSU metrics: Organic revenue growth thresholds (4.5%→50%; 6%→100%; 7%→200%) and rTSR percentiles (30th→50%; 50th→100%; 80th→200%) .
• Outperformance PSU modifier (rTSR-based) and negative absolute TSR cap at 50% .

Other Directorships & Interlocks

Related-party oversight and transactions:

• Audit & Risk Committee reviews director conflicts; directors must recuse from voting on interested transactions .
• April 2025: BHC paid BLCO $14.7 million to terminate an indemnification arrangement under the Master Separation Agreement; otherwise no related-party transactions since Jan 1, 2024 .

Expertise & Qualifications

• Financial and investment strategy expertise (mergers, event arbitrage, credit) with SEC-registered firm leadership .
• Public company governance experience (BHC chair; AIG director; Acadian director/chair) .
• Education: NYU finance (1978), Harvard MBA (1980) .

Equity Ownership

Governance Assessment

• Strengths

  • Independent status with perfect 2024 attendance and service on Nominating & Corporate Governance; signals strong engagement .
  • Material personal ownership above director guideline; deferred RSU settlement enhances alignment .
  • Board maintains robust governance practices (executive sessions; annual evaluations; independent compensation consultant; anti-hedging/pledging; clawbacks for officers) .

• Potential red flags / monitoring points

  • Cross-directorship: Chair of BHC, BLCO’s controlling shareholder (87.88%)—perceived influence risk; continue monitoring related-party arrangements and committee independence .
  • Structural shareholder rights via Icahn Group agreement may constrain board actions and committee composition; consider implications for independent oversight .

• Market/compensation signals

  • Company say-on-pay support ~95% in 2024 indicates investor confidence in compensation governance (relevant to board oversight) .
  • Company TSR since IPO: $90.30 vs peer group $93.86 as of 12/31/2024—neutral to slightly lagging; not attributable to any one director but relevant to oversight focus .

Appendix: Committee Assignments (2024)