Nathalie Bernier
About Nathalie Bernier
Independent director of Bausch + Lomb (BLCO) since 2022; age 61; Fellow Chartered Professional Accountant (FCPA) with ~30 years in audit/advisory at Arthur Andersen and KPMG (Regional Managing Partner, Quebec, and Canadian Leadership team) and former CFO & SVP Strategic & Business Planning at the Public Sector Pension Investment Board (PSP Investments) (2015–2019) . Current BLCO committees: Audit & Risk (member, designated “audit committee financial expert”) and Science & Technology (member); 2024 attendance: Board 7/8, Audit & Risk 8/8, Science & Technology 4/4, overall 19/20 (95%) . The Board determined she is independent; 9 of 10 BLCO directors are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Sector Pension Investment Board (PSP Investments) | CFO & SVP Strategic & Business Planning | Aug 2015 – Sep 2019 | Senior finance leadership at a large Canadian pension investment manager . |
| KPMG LLP | Audit & Advisory Partner; Regional Managing Partner (Quebec); Canadian Leadership Team member | ~30 years (prior to 2015) | Led regional practice; governance and financial reporting expertise . |
| Arthur Andersen LLP | Audit & Advisory Partner | Prior to KPMG tenure | Audit leadership; financial controls and reporting . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RF Capital Group Inc. (public) | Director | Current | Chair of Risk Committee; Member of Audit Committee . |
| Canada Enterprise Emergency Funding Corporation (Crown corp) | Director | Current | Chair of Audit Committee . |
| Les Propriétés Docteur Penfield Inc. (private) | Director | Current | Board service (private company) . |
Board Governance
- Independence: Determined independent by BLCO; Board currently 90% independent .
- Committee assignments: Audit & Risk (member; “financially literate”; audit committee financial expert), Science & Technology (member) .
- Attendance and engagement (2024): Board 7/8 (88%), Audit & Risk 8/8 (100%), Science & Technology 4/4 (100%); overall 95% (19/20) .
- Board refresh origins: Appointed April 2022; nominated by BLCO’s parent (Bausch Health Companies Inc., BHC) during separation process; still assessed as independent .
Fixed Compensation (Non‑Employee Director; 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $80,000 | Program terms . |
| Audit & Risk Committee member fee | $12,500 | Non‑chair member retainer . |
| Science & Technology Committee member fee | $7,500 | Non‑chair member retainer . |
| Total cash fees (reported) | $100,000 | Per 2024 Director Compensation Table . |
Performance Compensation (Director Equity; 2024)
| Equity Award | Grant Size | Grant Date Fair Value | Vesting | Settlement Election |
|---|---|---|---|---|
| Annual RSU grant (Omnibus Plan) | 14,696 RSUs | $239,986 | RSUs vest immediately preceding the May 21, 2025 Annual Meeting | Bernier elected to defer settlement until separation from service . |
- Program terms: Annual equity retainer targeted at $240,000; grants vest immediately prior to the next Annual Meeting; directors may elect to receive fees in cash or RSUs and to defer RSU settlement until separation from service; individual committee chair/member retainer levels as above .
- Note: BLCO’s non‑employee directors do not receive performance‑conditioned equity (e.g., PSUs) or cash bonuses; awards are primarily time‑based RSUs, not tied to revenue, EBITDA, TSR, or ESG metrics for directors .
Other Directorships & Interlocks
| Company | Relationship to BLCO | Interlock/Transaction Disclosure |
|---|---|---|
| RF Capital Group Inc. | No BLCO business reported | No related‑party transactions disclosed involving directors since Jan 1, 2024 . |
| Canada Enterprise Emergency Funding Corporation | Government crown corporation | No BLCO related‑party transactions disclosed . |
| Les Propriétés Docteur Penfield Inc. | Private company | No BLCO related‑party transactions disclosed . |
- Compensation committee interlocks: BLCO disclosed no compensation committee interlocks in 2024; Bernier is not on the Talent & Compensation Committee .
- Indebtedness: No director/officer indebtedness to BLCO or guarantees disclosed for 2024 .
Expertise & Qualifications
- FCPA (Quebec, Canada); Bachelor of Commerce, McGill University .
- Designated audit committee financial expert; extensive accounting, financial reporting, internal controls, risk management experience .
- Senior leadership in a large pension fund and decades as Big Four/precedent firm partner; strong oversight credentials for audit/risk and governance .
Equity Ownership
| Holding (as of Mar 24, 2025 unless noted) | Amount | Valuation/Status |
|---|---|---|
| Common shares | 197 | $3,134 aggregate value (at $15.91/share) . |
| Vested RSUs | 34,432 | $547,813; settlement deferred until separation . |
| Unvested RSUs | 14,696 | $233,813; 2024 annual grant scheduled to vest immediately before the Annual Meeting . |
| Total Equity Value at Risk | $550,947 | Represents 138% of $400,000 director ownership guideline and 689% of annual retainer; exceeds guideline . |
- Ownership guideline: $400,000 aggregate amount required; Bernier exceeds guideline; BLCO tracks compliance and permits deferral elections .
Governance Assessment
- Strengths: Independent status; audit committee financial expert; perfect committee attendance and 95% overall in 2024; exceeds share ownership guideline, signaling alignment; no related‑party transactions or indebtedness disclosed; RSU deferral election further aligns long‑term interests .
- Considerations: Slight Board attendance shortfall (7/8) vs most peers at 100%; originally recommended by parent BHC during separation, though independence is reaffirmed; directors serve annual terms under CBCA with ongoing evaluations .
- RED FLAGS: None disclosed specific to Bernier. BLCO reports no director/officer indebtedness and no director‑involved related‑party transactions since Jan 1, 2024; Compensation Committee interlocks absent; code-of-conduct and conflict‑management policies in place .