Sarah B. Kavanagh
About Sarah B. Kavanagh
Independent director of Bausch + Lomb (BLCO) since April 2022; age 68, based in Ontario, Canada. She chairs BLCO’s Audit & Risk Committee, is a member of the Nominating & Corporate Governance Committee, and was 100% meeting-attendance in 2024 (Board 8/8; Audit 8/8; Nominating 4/4). She holds an MBA from Harvard Business School and a BA in Economics from Williams College. The Board classifies her as independent and as an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ontario Securities Commission | Commissioner; Chair of Audit Committee (from 2014) | 2011–May 2016 | Led audit oversight; regulatory governance leadership |
| Scotia Capital Inc. | Vice-Chair & Co-Head Diversified Industries; Head of Equity Capital Markets; Head of Investment Banking | 1999–2010 | Senior investment banking leadership across capital markets |
| Various operating companies | Senior financial positions | Prior to 1999 | Corporate finance and operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bausch Health Companies Inc. (BHC) | Director | Since July 2016 | Current public company directorship |
| Hudbay Minerals Inc. | Director | 2013–2024 | Prior public company board |
| WPT Industrial REIT (formerly publicly traded) | Trustee | Prior | Prior public company board |
| Sustainable Development Technology Canada | Director | Prior | Public-sector innovation board role |
| AST / AST Trust Company (Canada) | Director | Prior | Governance role at registry/transfer agent businesses |
| Cymax Technologies Group | Director | Prior | Private company board role |
Board Governance
- Independence: The Board determined Ms. Kavanagh is independent; BLCO’s Board had 90% independent directors in 2025, and all Audit, Compensation, and Nominating committees were fully independent.
- Committee assignments (2024): Audit & Risk Committee Chair; Nominating & Corporate Governance Committee Member.
- Attendance (2024): Board 8/8; Audit 8/8; Nominating 4/4; overall 20/20 (100%).
- Expertise: Skills matrix flags Accounting/Financial, Business Development/M&A, Government/Regulatory, and Risk Management capabilities.
- Executive sessions: Independent directors held executive sessions at each of the four regularly scheduled Board meetings in 2024.
Fixed Compensation
| Component (2024) | Amount (USD) | Basis/Notes |
|---|---|---|
| Board annual cash retainer | $80,000 | Non-employee director cash retainer |
| Audit & Risk Committee Chair retainer | $25,000 | Committee chair fee |
| Nominating & Corporate Governance Committee member retainer | $7,500 | Committee member fee |
| Total cash fees earned | $112,500 | Matches fees line item for 2024 |
| Equity retainer (RSUs) – target grant-date fair value | $240,000 | Annual equity under Omnibus Plan; time-based vesting |
| 2024 stock awards (grant-date fair value) | $239,986 | As reported in 2024 Director Compensation Table |
Program features:
- RSUs vest immediately prior to the next annual meeting; directors may elect to defer settlement until “separation from service.”
- Directors can elect to receive fees in cash, RSUs, or a mix; total annual director compensation capped at $750,000.
Performance Compensation
Directors do not receive performance-based equity or cash tied to financial/TSR metrics; equity is time-based RSUs. Ms. Kavanagh elected to defer settlement of her annual RSU awards.
| Metric | 2023 | 2024 |
|---|---|---|
| Annual RSU grant (units) | 12,857 RSUs | 14,696 RSUs |
| Grant-date fair value (USD) | $224,998 | $239,986 |
| Vesting term | Vests immediately prior to next annual meeting | Vests immediately prior to next annual meeting |
| Deferral election | Elected to defer settlement | Elected to defer settlement |
Other Directorships & Interlocks
| Company | Interlock Detail | 2024 Compensation from Other Board |
|---|---|---|
| Bausch Health Companies Inc. (BHC) | Dual directorship with BLCO’s controlling shareholder; ongoing parent–subsidiary agreements govern relationships | $127,500 cash; $250,000 stock awards |
- Parent–subsidiary agreements (Master Separation, TSA, Tax, Employee Matters, Registration Rights) set the framework for BLCO–BHC relations post-IPO.
- In April 2025 BLCO terminated a BHC indemnification arrangement; BHC paid BLCO $14.7 million to offset indebtedness (principal and interest). No other related-party transactions since Jan 1, 2024.
Expertise & Qualifications
- Financial/regulatory leadership: OSC Commissioner and Audit Chair experience; senior capital markets leadership at Scotia Capital.
- Skills matrix: Accounting/Financial; Business Development/M&A; Government/Regulatory; Risk Management.
- Education: MBA (Harvard Business School); BA Economics (Williams College).
Equity Ownership
| Item (as of Mar 24, 2025 unless noted) | Amount/Status |
|---|---|
| BLCO common shares held | 5,808 shares |
| RSUs held (total) | 27,553 RSUs (12,857 vested; 14,696 unvested) |
| Total beneficial ownership (shares + RSUs countable within 60 days) | 33,361 |
| Ownership % of outstanding | <1% of 353,273,183 shares |
| Directors’ ownership guideline | Must hold $400,000 in equity within 5 years (for April 28, 2022 appointees, by April 28, 2027) |
| Progress toward guideline | Total Equity Value at Risk $296,960 = 74% of $400,000 (and 371% of annual retainer) |
| Pledging/hedging | None of directors’/officers’ shares pledged; anti-pledging/hedging policies in place and none of NEOs/directors hold margin/pledged positions |
| Indebtedness to company | None for directors/officers in 2024 |
Governance Assessment
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Strengths
- Audit & Risk Committee Chair; designated audit committee financial expert; strong financial/regulatory credentials.
- 100% 2024 attendance across Board and committees; high engagement.
- Independence affirmed; BLCO committees fully independent; robust conflict-of-interest and Code of Conduct oversight through Audit & Risk.
- Equity alignment via annual RSUs and ownership guidelines; deferral election further links equity to tenure.
-
Risks and potential red flags
- RED FLAG: Dual directorship with controlling shareholder BHC may introduce perceived conflicts; mitigated by independence determinations, recusal requirements, and committee oversight of related-party matters.
- RED FLAG: Currently below director ownership guideline ($296,960 vs $400,000), though has until April 28, 2027 to comply.
- Related-party context: Termination of BHC indemnification arrangement and $14.7 million payment in April 2025 underscores ongoing parent–subsidiary financial linkages; no other related-party transactions since Jan 1, 2024.
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Investor implications
- Her audit leadership and regulatory background bolster board effectiveness in financial reporting, compliance, and risk oversight.
- The BHC interlock warrants monitoring of BLCO’s handling of parent-related agreements and transactions; governance structures appear responsive (independence, conflict policies, and committee reviews).
- Progress to meet ownership guidelines should be tracked as a signal of alignment; RSU deferrals indicate intent to hold equity long-term.