Sam A. Eldessouky
About Sam A. Eldessouky
Executive Vice President and Chief Financial Officer of Bausch + Lomb (BLCO) since January 2022, previously CFO of Bausch Health (BHC) (2021–2022), and Controller/Chief Accounting Officer at BHC (2016–2021). He earlier served as SVP, Controller and CAO at Tyco (2012–2016) and spent a decade at PwC; he holds a B.S. in Accountancy (Ain Shams), an M.S. in Accounting & Finance (University of Liverpool), and is a CPA (inactive)/CGMA . BLCO delivered 16% reported revenue growth in 2024 (17% constant currency) , and under Eldessouky’s financial leadership the company outlined 2025 guidance ($5.05–$5.15B revenue; $870–$910M Adj. EBITDA) and a path to ~23% Adj. EBITDA margin by 2028 with 5–7% CC revenue CAGR and ~3.5x net leverage by end-2028 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bausch + Lomb | EVP & Chief Financial Officer | Jan 2022–present | Principal financial officer; oversees global finance and reporting . |
| Bausch Health (BHC) | EVP & Chief Financial Officer | 2021–2022 | Transitioned finance leadership through BLCO IPO; principal financial officer . |
| Bausch Health (BHC) | Controller & Chief Accounting Officer | 2016–2021 | Led financial reporting, regional finance, policies . |
| Tyco International | SVP, Controller & CAO | 2012–2016 | Redesigned controller org; implemented EPM; supported major spinoffs . |
| PwC | Audit/Advisory; National Office | ~10 years (prior) | Technical accounting guidance on complex matters . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TE Connectivity plc | Director | Oct 2024–present | Public company directorship . |
| Global Preparers Forum (IASB) | Member | 2007–2013 | External advisory to IASB . |
| Financial Executives Research Foundation / FEI | Trustee / Member | Prior service | Industry leadership roles . |
Fixed Compensation
Multi-year compensation summary (as reported):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $700,000 | $710,769 | $766,885 |
| Stock Awards (RSUs/PSUs grant-date fair value) | $2,813,150 | $2,687,500 | $4,479,329 |
| Option Awards (grant-date fair value) | $2,249,998 | $749,999 | $750,000 |
| Non-Equity Incentive Plan (AIP cash bonus) | $375,200 | $594,048 | $829,250 |
| All Other Compensation | $13,725 | $14,850 | $15,525 |
| Total | $6,152,073 | $4,757,166 | $6,840,989 |
Current base salary and AIP target:
- Base salary: $714,000 (2023) → $775,000 (2024 approved) .
- Target annual cash bonus: 80% of base salary (unchanged for 2024–2025) .
Performance Compensation
Annual Incentive Program (AIP) design and 2024 outcome:
- Metrics and weights: Adjusted EBITDA (ex. Acq. IPR&D) 60%, Revenues 40%; individual modifier 0–150%; total payout capped at 250% of target .
- 2024 AIP target and payout for Eldessouky: Target $620,000; Payout $829,250 .
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (ex. Acq. IPR&D) | 60% | Company-set (not disclosed) | Not disclosed | Part of overall $829,250 payout | Cash, post-year end |
| Revenues | 40% | Company-set (not disclosed) | Not disclosed | Part of overall $829,250 payout | Cash, post-year end |
Long-Term Incentive (2024 awards and structure):
- 2024 mix (NEOs excluding CEO): 50% PSUs, 25% RSUs, 25% Options ; vesting: RSUs 1/3 per year; Options 1/3 per year (10-year term); PSUs cliff at 3 years subject to performance .
- 2024 PSUs: two metrics equally weighted—Organic Revenue Growth (3-year, annual scoring/average) and rTSR vs S&P 500 Health Care (3-year cumulative) .
2024 award detail (granted 2/28/2024):
| Award | Quantity (#) | Strike | Vesting | Grant-date FV (USD) |
|---|---|---|---|---|
| RSUs | 50,335 | n/a | 33% annually over 3 years | $848,145 |
| Stock Options | 152,439 | $16.85 | 1/3 annually; 10-year term | $750,000 |
| PSUs – rTSR | 25,168 (target) | n/a | Cliff at 3 years | $1,067,605 |
| PSUs – Organic Revenue Growth | 25,168 (target) | n/a | Cliff at 3 years | $848,145 |
| “Outperformance” PSUs (OPG) | 50,336 (target) | n/a | Cliff at 3 years | $1,715,434 |
PSU performance curves (2024 grants):
- Organic revenue growth (annual assessment, averaged): 4.5% = 50%; 6% = 100%; 7% = 200% .
- rTSR vs S&P 500 Health Care: <30th percentile = 0%; 30th = 50%; 50th = 100%; ≥80th = 200% .
2025 design adjustments (NEOs excluding CEO):
- PSU weight shift to 75% Organic Revenue Growth and 25% rTSR; mix shift to 30% RSUs and 20% Options (from 25%/25%) to reduce volatility exposure; CEO mix unchanged .
Founder/legacy grant clarifications (July 31, 2024):
- If BHC’s distribution does not occur by May 5, 2026, IPO Founder Grants held by BLCO employees (including Eldessouky) cease to require the distribution condition and vest based on time only thereafter .
- rTSR PSU treatment clarified so that, if the distribution has not occurred by a “performance assessment cut-off,” certain rTSR components are deemed at target for 2023/2024 annual rTSR PSUs; OPG rTSR modifier removed if applicable .
Equity Ownership & Alignment
Beneficial ownership (as of March 24, 2025):
- Shares beneficially owned: 239,455, of which 97,898 are common shares and 141,557 are options exercisable within 60 days; <1% of outstanding shares; none pledged .
- Shares outstanding at 3/24/2025: 353,273,183 .
| Item | Value |
|---|---|
| Common shares directly owned | 97,898 |
| Options exercisable within 60 days | 141,557 |
| Total beneficial ownership | 239,455 (<1% of class) |
Unvested/outstanding BLCO awards at FY-end 2024 (selected):
- Options: 494,505 unexercisable (5/5/2022, $18.00, exp. 5/5/2032) ; 90,744 unexercisable + 45,372 exercisable (3/1/2023, $17.96, exp. 3/1/2033) ; 152,439 unexercisable (2/28/2024, $16.85, exp. 2/28/2034) .
- RSUs: 125,000 (5/5/2022) ; 11,667 (7/25/2022) ; 14,173 (3/1/2023) ; 33,557 (2/28/2024; note partial 2025 tranche accelerated in Dec 2024) .
- PSUs: 70,862 and 85,034 (2023 cycles) ; 67,113 and 100,670 (2024 cycles); 50,336 OPG PSUs (2024) .
Policies and alignment:
- Share ownership guideline: 3x base salary for NEOs; must retain 50% of net shares until compliance; Eldessouky has met his requirement .
- Anti-hedging and anti-pledging policies in effect; no pledging or margining of shares (none by NEOs) .
- Clawbacks: SEC Rule 10D-1 accounting restatement policy and an additional misconduct/material-restatement recoupment policy .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Initial 3-year term commencing June 1, 2021; auto-renews annually; assigned to BLCO at IPO . |
| Role start at BLCO | CFO since January 2022 . |
| Target annual incentive | 80% of base salary . |
| Non-compete / Non-solicit | During employment and 1 year post-termination . |
| Severance (no CoC) | 1x (base + target bonus) cash; pro-rated AIP (lesser of actual/target) for year of termination; 12 months COBRA . |
| Severance (with CoC) | 2x (base + target bonus) cash if terminated without cause/for good reason in contemplation of or within 12 months post-CoC; pro-rated AIP at target; 24 months COBRA . |
| Equity on separation | Pro-rata vesting of RSUs and PSUs (annual cycles) on no‑cause/good‑reason termination; full vesting of RSUs/Options and pro‑rata target vesting of annual PSUs upon CoC (OPA PSUs at higher of target/actual revenue and actual rTSR through termination) . |
| Separation bonus | Remaining unvested separation bonus balance: $250,000; payable upon “qualifying termination” (remaining 50%) . |
| Double-trigger equity | Company policy prohibits single-trigger acceleration; requires qualifying termination in connection with CoC . |
Investment Implications
- Pay-for-performance alignment: AIP tied 60% to Adj. EBITDA and 40% to Revenues with individual accountability; 2024 payout of $829k vs $620k target indicates above-target performance; PSUs focus on multi-year organic growth and rTSR with capped outcomes, reinforcing top-line and TSR discipline .
- Retention levers: Significant unvested options/RSUs/PSUs across 2022–2024 cycles and ownership guideline compliance suggest strong retention; severance is moderate (1x/2x) with double-trigger equity, balancing retention and shareholder protection .
- Selling pressure watchpoints: 2024 RSU tranches vesting through 2026–2027, option vesting, and potential 2026 founder grant vesting (if BHC distribution condition lapses) could create event-driven liquidity windows; anti-pledging/hedging rules reduce misalignment risk .
- Execution markers: CFO SOX 302/906 certifications and the 2025–2028 financial framework (margin expansion to ~23%, 5–7% CC revenue CAGR) provide measurable KPIs investors can track against compensation metrics (EBITDA, revenues, organic growth, rTSR) .