Bausch & Lomb Corp BLCO

17% shingled-prose overlap between the two filings.

2025: 198,706 chars · 2026: 65,264 chars

• Committee Report:12% overlap (792 → 6,000 chars)
• Pay Ratio (Item 402(u)):22% overlap (3,503 → 9,832 chars)

• changedThis Compensation Discussion and Analysis (“CD&A”) section describes our compensation approach and programs for our NEOs for 2025. 2024.
• changedOur NEOs for 2025 2024are:
• newSaunders, 56 Sam A.
• newEldessouky, 53 A.
• newBailey, 62 Yehia Hashad, M.D., 59 Andrew J.
• changedStewart, 51 Bailey,61Dr.YehiaHashad,58AndrewJ.Stewart,50Chairman of the Board and Chief Executive Officer Executive Vice President and Chief Financial Officer Executive Vice President and Chief Legal Officer Executive Vice President of Research & Development and Chief Medical Officer President, Global Pharmaceuticals and International Consumer
• newExecutive Summary
• new2025 Performance Highlights
• newDuring 2025, we advanced our robust pipeline, drove broad-based revenue growth across all segments, and established a strategy to deliver financial excellence across all key metrics.
• newIn 2025, we continued to focus on executing our three-year plan to accelerate growth, while achieving our 2025 targets and driving margin expansion.
• newWe continued to make progress against each area of long-term focus:
• newWe demonstrated strong financial performance in 2025 enabled by selling and operational excellence.
• changedThe following summarizes our financial results for 2025, 2024,as disclosed in our Annual Report and our associated earnings materials available on our website (www.bausch.com) and filed on SEDAR+ (www.sedarplus.ca):
• newGAAP REVENUES $5,101M GAAP NET INCOME/(LOSS) ($360M) ADJUSTED EBITDA EXCLUDING ACQUIRED IPR&D (NON-GAAP)(i) $891M GAAP CASH GENERATED FROM OPERATIONS $283M
• changed(i)This Thisis a non-GAAP measure.
• changedPlease see Appendix C Bfor additional information and a reconciliation of our GAAP to non-GAAP financial measures and ratios.
• newBased on our performance against the pre-established 2025 financial targets, the bonus funding under our 2025 Annual Incentive Program was 100%, reflecting overall on-target performance of Revenue and Adjusted EBITDA excluding Acquired IPR&D (non-GAAP) metrics as compared to our goals.
• changedFor additional details regarding our 2025 2024Annual Incentive Program, see page 43. 41.
• newCompensation Discussion and Analysis
• newBased on performance against pre-established financial targets, the final payouts with respect to the Performance Share Units (“PSUs”) granted under the Omnibus Plan in 2023 to Mr. Eldessouky and Dr. Hashad were also certified.
• newOrganic Revenue Growth (non-GAAP), which made up 50% of the award, was measured over three years from 2023 through 2025.
• newBased on the results over this performance period, which exceeded target overall, the final payout percentage with respect to the Organic Revenue Growth (non-GAAP) metric was 166%.
• newRelative Total Shareholder Return (“rTSR’”), which made up the remaining 50% of the award, was deemed achieved at the target performance level of 100%.
• newFor additional details regarding the 2023 PSU Vesting, see page 49.
• changedOur Compensation Philosophy and 2025 2024Compensation Program
• changedAt our 2025 2024Annual Meeting of Shareholders, approximately 97% 95%of shareholders voted in favor of our executive compensation program.
• newSince our IPO in 2022, our “say-on-pay” results have consistently been around this level, with 95%+ support each year.
• newIn 2025, the significant majority of our CEO’s and our other NEOs’ compensation opportunity was at-risk variable incentive compensation, as shown in the chart below.
• changed2026 2025PROXY STATEMENT 39
• changedWHAT WE DO ✓Share Shareownership guidelines — All NEOs are subject to meaningful significantshare ownership guidelines.
• changedPursuant to our Share Ownership Guidelines, our CEO is required to hold B+L Common Shares equivalent to six times his base salary, and our other NEOs are required to hold the equivalent of three times their base salary.✓Holding requirements — All NEOs are required to hold 50% of the net shares that vest under our long-term incentive plans until they satisfy our Share Ownership Guidelines. salary.
• changed✓Performance-based equity — We grant performance share units with rigorous absolute and relative performance goals, which align the interests of our executives with our shareholders.✓Capped award payouts — We set maximum award levels under our annual incentive program and performance share units, with a cap on award payouts.✓Clawback Clawback— We maintain two clawback policies: one mandates recoupment of officers’ incentive-based compensation in case of an accounting restatement due to U.S. securities law noncompliance under Rule 10D-1 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), and the other authorizes the Talent & Compensation Committee of the Board to recoup bonus, incentive or equity-based compensation (including any time- or performance-based awards) from any employee who received equity-based compensation in case of a material restatement due to their gross negligence, intentional misconduct, or detrimental actions causing significant harm to the Company.
• changedA more detailed summary of the Company’s clawback policies can be found under “Clawback Policies” on page 55.✓Double Doubletrigger acceleration following a change in control — No unvested equity awards accelerate on a “single-trigger” basis in connection with a change in control.
• changed✓Reasonable severance — Our severance arrangement for our CEO provides a cash severance payment of two times annual base salary and annual target incentive, and, for our other NEOs, one times annual base salary and annual target incentive (two times in the event of termination following a change in control).✓Limits Limitson non-employee director compensation — We cap the sum of the aggregate fair market value of all equity-based grants and cash fees paid to a single non-employee director, for services as a non-employee director in a fiscal year, up to $750,000.
• changed✓Independent Independentcompensation consultant — Our Talent and Compensation Committee has engaged an independent compensation consultant that has no other ties to us or to our management.
• changed✓Shareholder Shareholderengagement — We are committed to ongoing engagement with our shareholders through structured, engaged investor outreach that enables us to obtain ongoing feedback on our compensation program.
• changedWHAT WE DON’T DO xNo xNohedging — Our anti-hedging policy prohibits officers, directors and employees from engaging in hedging, short selling, or monetization transactions with B+L Common Shares.xNo Shares.xNopledging — Our anti-pledging policy prohibits officers, directors and employees from holding our securities in a margin account where the securities are subject to margin sales or pledging our securities as loan collateral.
• changedNone of our NEOs or directors holds our securities in margin accounts subject to margin sales or pledging as loan collateral.xNo collateral.xNorepricing of underwater options — Repricing of stock options is expressly prohibited by our Omnibus Plan.
• newxNo excessive perquisites.
• changedxNo xNoexcise tax gross-ups — We have not entered into agreements providing any gross-up of any excise tax payable by an executive of the Company triggered as a result of a change in control severance payment under Sections 280G and 4999 of the Internal Revenue Code (the “Code”).
• changedxNo xNosingle trigger vesting or payments — We do not provide for “single trigger” equity award vesting or other “single trigger” payments or benefits upon a change in control.
• changedxNo xNodividend or dividend equivalents on unearned incentive awards.
• changedxNo xNosupplemental executive retirement plan — Executives are only eligible to participate in our tax-qualified Retirement Savings Plan that is provided on the same terms to all employees.
• changedxNo xNoautomatic or guaranteed annual salary increases.
• newCompensation Process
• changedRole of the Talent and Compensation Committee Our Board’s Talent and Compensation Committee, which is comprised entirely of independent directors:+is directors:+isresponsible for implementing, monitoring, and evaluating our executive compensation philosophy and objectives and oversees the compensation program for our senior executives; +reviews +reviewsand approves, or recommends to the independent directors of the Board for approval, all components of executive pay, and reports its decisions to the Board; and +reviews +reviewsor approves matters related to executive compensation on an as-needed basis.
• changedRole of Management Our CEO: +makes CEO+makesrecommendations to our Talent and Compensation Committee for base salary, annual incentive awards and equity grants for each NEO (other than the CEO, whose compensation is determined solely by our Talent and Compensation Committee or recommended to the Board for approval); and +with +withthe Chief Human Resources Officer, provides recommendations to the Talent and Compensation Committee on other elements of our compensation program for senior executives, including, for example, the design and metrics under our annual and long-term incentive programs.Our CEO and Chief Human Resources Officer also lead a process each year to establish individual strategic priorities for the senior executive team (including the NEOs) that tie to the achievement of the Company’s priorities for the fiscal year.
• changedPay Governance:+reported Governance:+reporteddirectly to our Talent and Compensation Committee, which instructed the compensation consultants to give it objective advice and without influence by management, and to provide such advice for the benefit of the Board and our shareholders; +did +didnot provide any other services to the Company or its management; and +was +wasevaluated by the Talent and Compensation Committee in terms of its independence by considering the requirements adopted by the NYSE and the SEC.The Talent and Compensation Committee regularly reviews, no less than annually, the independence of our compensation consultant in light of SEC and NYSE requirements.
• changedInconnectionwiththeB+LIPOin2022,Our Talent and Compensation Committee has established a peer group that reflects relevant business and talent competitors for Bausch + Lomb.
• changed2026 2025PROXY STATEMENT 41
• changedIn 2025, 2024,the Talent and Compensation Committee conducted its annual review of the peer group and considered the recommendation of Pay Governance, its independent compensation consultant.
• newThe Talent and Compensation Committee believes the peer group continues to sufficiently represent companies in the eye care industry and did not add or remove any peers as a result of this review.
• newThe following is the list of peers for 2025:
• changedAgilent Technologies, Inc. (A)Alcon Inc. (ALC)Align Technology, Inc. (ALGN)The Cooper Companies, Inc. (COO)Dentsply Sirona Inc. (XRAY)DexCom, (XRAY)DexCom,Inc. (DXCM)Edwards Lifesciences Corporation (EW)Hologic, Inc. (HOLX)Jazz Pharmaceuticals plc (JAZZ)Organon & Co. (OGN)Perrigo (OGN)PerrigoCompany plc (PRGO)ResMed Inc. (RMD)Teleflex Incorporated (TFX)Viatris (VTRS)Zimmer Biomet Holdings, Inc. (ZBH)
• changedOur Talent and Compensation Committee references the 25th, 50th, and 75th percentiles medianof the market data for total compensation opportunity as a guide when making decisions.
• newShareholder Engagement
• changedAt our 2025 2024Annual Meeting of Shareholders, we held a “say-on-pay” non-binding advisory vote with respect to the compensation of our NEOs.
• changedApproximately 97% 95%of shareholders voted in favor of our executive compensation program.
• changedComponents AnchorComponentsof Executive Compensation
• changedFor 2025, our Talent and Compensation Committee approved annual increases to Dr. Hashad and Mr. Stewart’s salaries. salaries;nootherNEOsreceivedasalaryincrease.
• newNEO2024 Salary2025 Salary% Increase Brenton L.
• newSaunders$1,600,000 $1,600,000 N/A Sam A.
• newEldessouky$775,000 $775,000 N/A A.
• newBailey$765,000 $765,000 N/A Yehia Hashad, M.D.$700,000 $730,000 4.3 % Andrew J.
• newStewart$615,000 $630,000 2.4 %
• newFor 2026, our Talent and Compensation Committee approved an annual increase to Dr. Hashad’s salary to $750,000; no other NEOs received a salary increase.
• changedConsistent with our approach in 2025, this increase was 2024,theseincreasesweredetermined based on a review of competitive market data, consideration of relative levels of pay internally, and individual performance of the executive.
• new2025 Annual Incentive Program
• changedOur 2025 2024annual incentive program (the “2025 “2024AIP”) provided an opportunity for our senior executives, including our NEOs, to earn an annual incentive bonus, paid in cash, based on the achievement of certain financial targets and individual strategic priorities.
• new2025 AIP Opportunity
• newThe annual incentive targets set forth in the table below were not changed in 2025, except for Mr. Saunders’ annual incentive target which, pursuant to his employment agreement, is 200% for each year of his employment commencing with 2025.
• changedNEOAnnual NEOAnnualIncentive Target Brenton L.
• newSaunders200 % Sam A.
• newEldessouky80 % A.
• newBailey80 % Yehia Hashad, M.D.80 % Andrew J.
• newStewart80 %
• newFor 2026, annual incentive targets for our NEOs have not changed from the percentages listed above.
• new2025 AIP Design
• changedFor our senior executives, including our NEOs, in order to continue to reinforce our high-performance culture and drive accelerated growth, the 2025 2024AIP is calculated based on performance against pre-established financial targets approved by the Board and performance against pre-established individual strategic priorities in order to determine each NEO’s final payout.
• changedBonus Target (Target Bonus % X December 31st Salary)Funding Salary)FundingBased on B+L Financial Targets (0% to 200%)Range 200%)RangeBased on Individual Performance (0% to 150%)Total 150%)TotalPayout of Target Bonus (0% up to a cap of 250%)

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