Russel C. Robertson
About Russel C. Robertson
Independent director of Bausch + Lomb (BLCO) since April 2022; age 77; 3 full years of Board tenure as of March 24, 2025. Former EVP and CFO roles at BMO Financial Group and senior leadership in Big Four accounting, designated by BLCO as an audit committee financial expert; 2024 attendance was 100% across Board (8/8), Audit & Risk (8/8), and Talent & Compensation (6/6). Holds a BA (Honours) from the Ivey School of Business, University of Western Ontario. Independent under U.S./Canadian listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMO Financial Group | EVP & Head, Anti-Money Laundering | 2013–Aug 2016 | Led AML oversight, risk frameworks across diversified financial services |
| BMO Financial Group | EVP, Business Integration | 2011–2013 | Integration leadership across enterprise functions |
| BMO Financial Group | Interim CFO (2008); CFO | 2009 | Enterprise finance leadership and capital markets interface |
| Deloitte & Touche LLP (Toronto) | Vice Chair | 2002–2008 | Senior audit/advisory leadership; financial reporting and internal control expertise |
| Arthur Andersen LLP | Canadian Managing Partner | 1994–2002 | National leadership; complex accounting and governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bausch Health Companies Inc. (BHC) | Director (non‑employee) | Served during 2024 | Received BHC RSU awards in 2024 ($46,181 grant date fair value) |
| Hydro One Limited | Director (prior) | Not disclosed | Prior public company board service |
| Turquoise Hill Resources Ltd. | Director (prior) | Not disclosed | Prior public company board service |
| Virtus Investment Partners, Inc. | Director (prior) | Not disclosed | Prior public company board service |
| Current public company boards | — | As of Mar 24, 2025 | None listed for Robertson |
Board Governance
- Independence: Board determined Robertson is independent; qualifies as an “audit committee financial expert” under SEC rules.
- Committee assignments (2024): Audit & Risk (member); Talent & Compensation (member). No chair roles.
- Attendance: Board 8/8; Audit & Risk 8/8; Talent & Compensation 6/6; overall 22/22 (100%).
- Lead Independent Director: Thomas W. Ross, Sr. (not Robertson); executive sessions held at each regular Board meeting in 2024.
Fixed Compensation
- Non‑employee director program (structure):
- Board cash retainer $80,000; equity retainer RSUs target $240,000; vest immediately prior to next annual meeting unless deferred.
- Committee member retainers: Audit & Risk $12,500; Talent & Compensation $10,000; Nominating $7,500; Science & Technology $7,500. Committee chair retainers: Audit $25,000; Talent $20,000; Nominating $15,000; Science $15,000. Lead Independent Director $40,000.
- 2024 actual compensation (Robertson):
- Fees earned/paid in cash: $51,250; Stock awards: $291,220; Total: $342,470.
- Election mix: Took first and second quarter 2024 Board/committee retainers in RSUs (settlement deferred); Q3 and Q4 in cash.
- Outstanding BHC RSUs as of year‑end 2024: 222,334 (reflects 2024 service to BHC board).
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Board/Committee cash fees | 51,250 | Mix of cash and RSUs by election |
| Annual RSU grant (grant date fair value) | 291,220 | Annual non‑employee director equity |
| Total | 342,470 | — |
Performance Compensation
Directors do not receive performance‑conditioned equity; annual director RSUs vest on time‑based schedules (immediately prior to the next annual meeting unless elected to defer). No bonus metrics, PSUs, or options are part of non‑employee director pay.
| Performance-linked Elements | Status | Vesting/Measurement |
|---|---|---|
| Annual director RSUs | Not performance‑based | Vest immediately prior to next AGM unless deferred; Robertson elected deferral on annual awards in 2024 |
| Cash bonus/PSU metrics | Not applicable | Directors have no AIP/PSU metrics |
Other Directorships & Interlocks
- Interlocks: The Talent & Compensation Committee reported no compensation committee interlocks with other companies in 2024. Robertson is a non‑employee member.
- Icahn Group agreement: Board composition rights for Icahn designees; Robertson was recommended by parent BHC (not an Icahn designee). Potential governance complexity but committee independence maintained.
Expertise & Qualifications
| Credential | Evidence |
|---|---|
| Accounting/Financial expertise; Audit Committee Financial Expert | Skills matrix marks for Accounting/Financial; Audit Committee lists Robertson as “financially literate”; qualifies as audit committee financial expert. |
| Risk management; Government/Regulatory | Skills matrix marks Risk Management and Government/Regulatory. |
| Business Development/M&A | Skills matrix marks Business Development/M&A. |
| Education | BA (Honours), Ivey School of Business, University of Western Ontario. |
Equity Ownership
- Beneficial holdings (as of Mar 24, 2025): 5,808 BLCO common shares ($92,405 value at $15.91 close on Mar 24, 2025); RSUs: 36,558 total (21,862 vested; 14,696 unvested); Total Equity Value at Risk: $440,229.
- Ownership guidelines: Directors must hold equity equal to 5x Board cash retainer ($400,000) within 5 years; Robertson exceeds (110% of requirement; 550% of annual retainer). Deadline to meet guideline: April 28, 2027 (applicable cohort).
- Hedging/pledging: Company prohibits hedging and pledging; none of directors/NEOs hold BLCO securities in margin accounts or pledged as collateral.
| Item | Amount/Status |
|---|---|
| Common shares | 5,808 ($92,405 at $15.91) |
| RSUs (vested) | 21,862 |
| RSUs (unvested) | 14,696 |
| Total Equity Value at Risk | $440,229; 110% of $400,000 guideline; 550% of annual retainer |
| Guideline deadline | April 28, 2027 (cohort appointed Apr 28, 2022) |
| Hedging/pledging | Prohibited; none held in margin/pledged |
Governance Assessment
- Strengths: Independent; 100% attendance; deep finance/risk background; audit financial expert designation; meaningful equity alignment exceeding ownership guideline; committees fully independent with no 2024 interlocks; robust clawbacks and anti‑hedging/pledging policies.
- Potential conflicts: Historic/ongoing ties to BHC (served on BHC board in 2024 and held BHC RSUs); BLCO maintains formal related‑party oversight and reported no related‑party transactions since Jan 1, 2024 aside from a terminated indemnification arrangement with $14.7M payment from BHC. Monitor information flow and independence across BLCO/BHC.
- Board effectiveness signals: Independent audit and compensation committees; consistent executive sessions; clear committee charters and oversight.
- RED FLAGS: None evident on attendance, hedging/pledging, or director‑level pay anomalies; note structural complexity from Icahn designee rights and BHC control (87.88% ownership), which warrants continued oversight for potential influence.