🧾 What This Document Is

This is Bausch + Lomb's official "Proxy Statement." Think of it as the company's annual homework assignment for its shareholders. Before the yearly meeting, the company must tell owners (shareholders) what decisions need to be made and provide the information they need to vote. This document explains the proposals, introduces the people running the company, and details how the top bosses are paid. You use it to cast your votes, even if you can't attend the virtual meeting.

👉 In simple terms: This is your instruction manual and ballot for Bausch + Lomb's annual shareholder meeting on May 20, 2026.

🏢 What The Company Does

Bausch + Lomb is a global eye health company. They make and sell products across three main areas: Pharmaceuticals (like prescription eye drops), Surgical (tools and devices for eye surgeries), and Vision Care (most famously, contact lenses and lens care solutions). Their goal is to be the premier company in the world for all things related to eye health.

👉 Why it matters: The decisions made at this meeting—like who sits on the board and how executives are paid—directly impact the strategy and leadership steering this massive eye care business.

🗳️ The Votes You Need To Decide On

The meeting has four main proposals. Management recommends voting "FOR" each one.

1. Elect Directors: Vote for 10 people to join the board. They'll serve until the next annual meeting.
2. Approve Executive Pay: An advisory (non-binding) vote to approve the salaries, bonuses, and stock awards for the top executives.
3. Expand the Employee Stock Plan: Vote to increase the number of company shares that can be given as awards to employees under the incentive plan.
4. Appoint the Auditor: Vote to keep the accounting firm PricewaterhouseCoopers LLP as the company's auditor for another year.

👥 Meet the Board Nominees

The board oversees the CEO and company strategy. Here’s a quick look at the 10 people nominated:

• The Insiders: Brenton L. Saunders is the Chairman and CEO. He's the only non-independent director on the list.
• The Newcomers (2026): Dr. Eduardo Alfonso (a top eye doctor from the University of Miami) and Steven H. Collis (former CEO of pharmaceutical distributor Cencora) just joined the board in January.
• The Veterans: The other 7 nominees have been on the board since 2022 or 2023. They include experts in finance (Nathalie Bernier, Sarah Kavanagh), former regulators (Thomas W. Ross, Sr.), and investment specialists (John A. Paulson).
• Key Skill Mix: The board chart shows they have a wide range of skills, from clinical/pharmaceutical knowledge and global operations to financial expertise and risk management.

👉 Why it matters: This mix of fresh faces and experienced hands is designed to provide both industry depth and independent oversight of management.

💰 Executive Compensation: The Big Numbers

This section explains how much the top 5 executives ("Named Executive Officers" or NEOs) are paid. The highlight is the CEO's "realizable" pay.

• CEO Brenton Saunders: His target total compensation is based on a $1,000,000 salary. But the vast majority of his potential pay is in company stock. He owns 421,221 shares directly (worth about $6.7 million at the March 23 price) and has hundreds of thousands more in unvested stock awards and options. His share ownership is 1.6 times his required target, showing his "skin in the game."
• Pay Philosophy: The Talent and Compensation Committee uses an independent consultant (Pay Governance) and aims to tie pay tightly to company performance and shareholder returns. A significant portion of pay is "at-risk," meaning it's only earned if company goals are met.

⚖️ Big Picture: Governance & Strengths (👍) and Risks (⚠️)

👍 Strengths & Governance Highlights:

• Independent Board: Nine of the ten director nominees are considered independent.
• Active Committees: The board has specialized committees (Audit, Compensation, Governance, Science & Tech) that meet regularly to handle detailed oversight.
• ESG Focus: The company highlights progress on sustainability, like recycling programs for contact lenses and setting a Net Zero by 2050 goal for emissions.
• Shareholder Outreach: They have formal channels for shareholders to communicate with the board.

⚠️ Potential Risks & Considerations:

• CEO Dominance: Saunders serves as both Chairman and CEO. While there is a strong Lead Independent Director (Thomas W. Ross, Sr.), this dual role reduces checks and balances.
• Plan Approval: Proposal #3 asks you to approve more shares for the employee incentive plan. More shares for employees could mean some dilution for existing shareholders.
• Complex Ownership: Bausch + Lomb was recently part of Bausch Health Companies Inc. (BHC). Several directors were originally nominated by BHC, and the company's history and separation could present ongoing strategic complexities.

🔮 What's Next

The 2025 results were strong, with record Q4 performance. The leadership is focused on executing its strategy to grow across all three business segments (Pharmaceuticals, Surgical, Vision Care), launch new products from its pipeline, and solidify its position as a leader in dry eye treatment. The annual meeting is the next key event to ratify the company's leadership and governance direction.

🧠 The Analogy

Holding this annual meeting is like a homeowners' association (HOA) annual meeting. The board of directors (like the HOA board) presents a report on the past year (financials), proposes new rules (the incentive plan change), asks you to hire or re-hire the community's accountant (the auditor), and most importantly, asks you to vote for who should be on the board that makes all these decisions for the next year.

🧩 Final Takeaway

Your main job as a shareholder is to vote on the leadership and pay structure of Bausch + Lomb. The proposal to approve the high level of performance-based pay for the CEO and the election of a board with deep industry and financial expertise are the core items. Your votes help shape the company's governance and strategic oversight.