Karen L. Ling
About Karen L. Ling
Independent director at Bausch + Lomb (BLCO) since February 27, 2024; age 61. Former EVP and Chief Human Resources Officer at AIG (2019–2021) and Allergan (2014–2019), with prior senior HR roles at Merck and Wyeth (now Pfizer). Education: B.A. in Economics (Yale) and J.D. (Boston University). Appointed Chair of BLCO’s Talent & Compensation Committee effective May 29, 2024; 2024 attendance 100% for Board (5/5) and Compensation Committee (3/3). Determined independent by the Board.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| American International Group (AIG) | EVP & Chief Human Resources Officer | 2019–2021 | Led global HR for multinational insurer; public company C-suite experience supports compensation/human capital oversight. |
| Allergan | EVP & Chief Human Resources Officer | 2014–2019 | Senior HR leadership within global pharma; relevant to healthcare talent strategy and executive pay design. |
| Merck | Senior HR roles | Not disclosed | Large-cap pharma HR leadership background. |
| Wyeth (now Pfizer) | Senior HR roles | Not disclosed | Pre-merger big pharma HR leadership background. |
External Roles
| Organization | Role | Committee/Function | Status |
|---|---|---|---|
| iRhythm Technologies, Inc. | Director | Chair, Compensation & Human Capital Management Committee | Current. |
| Galderma Group AG | Director | Chair, Compensation Committee | Current. |
| Mallinckrodt plc | Director | — | Prior. |
| TherapeuticsMD, Inc. | Director | — | Prior. |
| JED Foundation (non-profit) | Director | Chair, Governance & Nominating Committee | Current. |
| ExpandED Schools (non-profit) | Director | — | Former. |
Board Governance
- Committee assignments: Chair, Talent & Compensation Committee (effective May 29, 2024); members: Ling (Chair), Hu, Robertson, Ross; meetings in 2024: 6.
- Independence: Board determined Ling is independent; 9 of 10 directors are independent.
- Attendance/engagement: 2024 Board attendance 5/5 (100% of meetings following appointment); Talent & Compensation 3/3 (100%); overall attendance noted as 8/8 (100%) in the matrix context.
- Evaluation/refresh: Board and committee self-assessments completed; annual evaluation process concluded Feb 2025.
- Executive sessions: Independent directors held executive sessions at each of the four regularly scheduled 2024 Board meetings; Lead Independent Director presides.
- Compensation committee interlocks: None in 2024; all members independent; no current/former officers on committee.
- Compensation advisor: Pay Governance LLC engaged as independent consultant; Committee assessed independence and found no conflicts; no other services provided.
- Broader context: Controlling shareholder Bausch Health Companies Inc. (BHC) owned ~87.88% of BLCO as of Mar 24, 2025; Icahn Group board nomination agreement in place.
Fixed Compensation (Director)
| Component | BLCO Director Program (structure) | 2024 Amount for K. Ling |
|---|---|---|
| Board cash retainer | $80,000 annual cash retainer. | $79,260 fees earned/paid in cash. |
| Committee chair fee | Talent & Compensation Committee Chair: $20,000 annual cash retainer. | Included within cash total above (not separately disclosed). |
| Equity retainer | Annual RSUs with target grant date FV $240,000; 2024 grant: 14,696 RSUs; vest immediately prior to next annual meeting unless deferred. | $282,046 stock awards in 2024; 14,696 unvested RSUs outstanding at 12/31/24. |
| Total director comp (2024) | Cash + annual RSUs; program unchanged in July 2024 review. | $361,306 total (cash + stock). |
Notes: Directors may elect to receive fees in cash or RSUs (deferred until separation from service). Annual RSU grants time-vest; no performance conditions are applied to director equity awards.
Performance Compensation (Director)
| Item | Detail |
|---|---|
| Performance-linked metrics | None disclosed for non-employee directors; annual director equity is time-based RSUs (no PSU/option performance metrics for directors). |
Other Directorships & Interlocks
- Current public boards: iRhythm Technologies, Inc.; Galderma Group AG.
- Prior public boards: TherapeuticsMD, Inc.; Mallinckrodt plc.
- Compensation committee interlocks: None at BLCO in 2024 (no cross-company interlocks under Item 407(e)(4)(iii)).
Expertise & Qualifications
- Human resources/compensation: Significant human capital and executive compensation expertise (skills matrix indicates HR/Comp for Ling).
- Pharmaceutical/healthcare industry: Senior HR leadership at Allergan; aligns with BLCO’s sector.
- Governance leadership: Chairs compensation committees at two companies; chairs BLCO Talent & Compensation Committee.
- Education: B.A. Economics (Yale); J.D. (Boston University School of Law).
Equity Ownership
| Item | Amount/Status |
|---|---|
| Common shares owned (as of Mar 24, 2025) | 2,642 shares (approx. $42,034 value at $15.91/sh reference). |
| RSUs (unvested) | 14,696 unvested RSUs outstanding at 12/31/24; 0 vested RSUs. |
| Total equity value at risk (Company definition) | $42,034, reflecting only shares and vested RSUs (none vested); equals 11% of $400,000 director guideline and 53% of annual retainer. |
| Ownership guideline | 5x annual Board cash retainer ($400,000) within 5 years; Ling deadline: Feb 27, 2029. |
| Anti-hedging/anti-pledging | Company prohibits hedging and pledging; none of the NEOs or directors holds BLCO securities in margin/pledged accounts. |
Governance Assessment
- Positives
- Independent director with deep HR/compensation expertise; appointed Chair of Talent & Compensation Committee in 2024, reinforcing board oversight of executive pay and human capital.
- Strong engagement: 100% attendance at Board and committee meetings post-appointment in 2024; Board held executive sessions at each regular meeting.
- Committee best practices: Independent membership; independent compensation consultant with no conflicts; no compensation committee interlocks.
- Shareholder alignment policies: Director ownership guideline in place; anti-hedging and anti-pledging policies apply to directors.
- Investor support context: 95% Say-on-Pay approval at 2024 annual meeting indicates broad support for compensation program overseen by the committee.
- Related-party oversight: No related-party transactions since Jan 1, 2024 (other than specified BHC indemnity termination), reducing conflict risk.
- Watch items / potential risks
- Early-stage ownership vs guideline: Total equity value at risk is 11% of guideline as of March 2025; within compliance window to 2029, but progress bears monitoring for alignment.
- Ownership/control structure: BHC controlled ~87.88% of BLCO as of Mar 24, 2025; Icahn Group board nomination rights in effect—independent directors and committee chairs (including Ling) play a critical role in safeguarding minority shareholder interests.
No director-specific related-party transactions or conflicts were disclosed for Ling; none of the 2024 compensation committee members were current/former officers, and no interlocks were identified.