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SHARE-BASED COMPENSATION | 3 Months Ended
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Mar. 31, 2023
Share-Based Payment Arrangement [Abstract] |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Bausch Health’s Long-Term Incentive Plan In May 2014, shareholders approved Bausch Health’s 2014 Omnibus Incentive Plan (the “2014 Plan”) which replaced Bausch Health’s 2011 Omnibus Incentive Plan (the “2011 Plan”) for future equity awards granted by the Company. The Company transferred the common shares available under the 2011 Plan to the 2014 Plan. The maximum number of common shares that may be issued to participants under the 2014 Plan was initially equal to 18,000,000 common shares, plus the number of common shares under the 2011 Plan reserved but unissued and not underlying outstanding awards and the number of common shares becoming available for reuse after awards are terminated, forfeited, cancelled, exchanged or surrendered under the 2011 Plan and the Company’s 2007 Equity Compensation Plan. The Company registered 20,000,000 common shares for issuance under the 2014 Plan. The 2014 Plan was amended and restated effective April 30, 2018 and April 28, 2020 to, among other things, increase the number of common shares authorized for issuance under the 2014 Plan. Effective June 21, 2022, Bausch Health further amended and restated the 2014 Plan, as subsequently amended and restated (the “Amended and Restated 2014 Plan”). Such amendment and restatement increased the number of common shares authorized for issuance under the Amended and Restated 2014 Plan by an additional 11,500,000 common shares, among other things. Approximately 9,527,000 common shares were available for future grants under the Amended and Restated 2014 Plan as of March 31, 2023. The Company uses reserved and unissued common shares to satisfy its obligations under its share-based compensation plans. Bausch Health has a long-term incentive program with the objective of aligning the share-based awards granted to senior management with the Company’s focus on generating operating cash flow while maintaining focus on improving total shareholder return over the long-term. The share-based awards granted under this long-term incentive program consist of time-based stock options, time-based restricted share units (“RSUs”) and performance-based RSUs. Performance-based RSUs are comprised of awards that vest: (i) upon achievement of certain share price appreciation conditions that are based on total shareholder return (“TSR”), (ii) upon attainment of certain performance targets that are based on the Company’s return on tangible capital (“ROTC”), (iii) upon attainment of Adjusted Operating Cash Flow, as defined in each applicable award agreement, and a Relative Total Shareholder Return modifier performance metric and (iv) fully or partially upon attainment of certain goals that are linked to the B+L Separation. In order to retain and incentivize certain members of the Company’s senior leadership team, on September 5, 2022, the Talent and Compensation Committee of the Board of Directors approved a retention program for certain executive officers and other members of leadership. Under the retention program, certain executive officers and other members of leadership were granted a one-time award of restricted stock units (the “Retention RSU Grant”) under the Amended and Restated 2014 Plan. The Retention RSU Grants will generally vest in 1/3 installments on each of the first three anniversaries of the grant date based on continuous employment with Bausch Health. Bausch + Lomb Long-Term Incentive Plan Prior to May 5, 2022, Bausch + Lomb participated in Bausch Health’s long-term incentive program. Effective May 5, 2022, Bausch + Lomb established the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan (the “B+L Plan”). A total of 28,000,000 common shares of Bausch + Lomb were originally authorized under the B+L Plan. Effective April 24, 2023, the shareholders of Bausch + Lomb approved an amendment and restatement to the B+L Plan to increase the number of shares authorized for issuance thereunder by an additional 10,000,000 common shares, resulting in an aggregate 38,000,000 common shares of Bausch + Lomb authorized for issuance under the Plan (the “Plan Amendment”). The B+L Plan provides for the grant of various types of awards including RSUs, restricted stock, stock appreciation rights, stock options, performance-based awards and cash awards. Under the Plan, the exercise price of awards, if any, is set on the grant date and may not be less than the fair market value per share on that date. Generally, stock options have a term of ten years and a three-year vesting period, subject to limited exceptions. Approximately 9,300,000 Bausch + Lomb common shares were available for future grants as of March 31, 2023. This does not include the additional 10,000,000 common shares authorized for issuance under the Plan Amendment. Bausch + Lomb uses reserved and unissued common shares to satisfy its obligations under its share-based compensation plans. Bausch + Lomb has a long-term incentive program with the objective of aligning the share-based awards granted to senior management with Bausch + Lomb’s focus on enhancing its revenue growth while maintaining focus on total shareholder return over the long-term. In addition to stock options and RSUs, during the first quarter of 2023, performance restricted share units (“PSUs”) were also granted. The PSUs are comprised of awards that vest upon: (i) achievement of certain share price appreciation conditions, including absolute and relative TSR and (ii) attainment of certain performance targets that are based on Bausch + Lomb’s Organic Revenue Growth. If Bausch + Lomb’s performance is below a specified performance level, no common shares will be paid. Each vested PSU represents the right of a holder to receive a number of Bausch + Lomb’s common shares up to a specified maximum. The fair value of each TSR PSU granted was estimated using a Monte Carlo Simulation model, which utilizes multiple input variables to estimate the probability that the performance condition will be achieved. The fair value of the Organic Revenue Growth PSUs is estimated based on the trading price of Bausch + Lomb’s common shares on the date of grant. Expense recognized for the Organic Revenue Growth PSUs in each reporting period reflects Bausch + Lomb’s latest estimate of Organic Revenue Growth in determining the number of PSUs that are expected to vest. If the Organic Revenue Growth PSUs do not ultimately vest due to the Organic Revenue Growth targets not being met, no compensation expense is recognized and any previously recognized compensation expense is reversed. On February 15, 2023, Bausch + Lomb announced the appointment of Brent Saunders as its Chief Executive Officer, effective March 6, 2023. Pursuant to Mr. Saunders’ employment agreement, on February 23, 2023, Mr. Saunders was granted the following equity grants: 750,000 PSUs, 1,318,681 stock options and 375,000 RSUs. The RSUs are scheduled to vest 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date. The stock options are scheduled to vest in equal one-third installments on each of the first three anniversaries of the grant date. The PSUs vest on the fourth anniversary from grant date based on Bausch + Lomb’s achievement of absolute share price hurdles, or upon achievement of absolute and relative TSR hurdles in relation to the S&P 500 Index during the four-year performance period. The following table summarizes the components and classification of the Company’s share-based compensation expenses related to stock options and RSUs for the three months ended March 31, 2023 and 2022:
|  | Three Months Ended March 31, |  |
(in millions) |  | 2023 |  | 2022 |  |  |  |
Stock options |  | $ | 6 |  |  | $ | 4 |  |  |  |  |
RSUs |  | 35 |  |  | 28 |  |  |  |  |
|  | $ | 41 |  |  | $ | 32 |  |  |  |  |
Research and development expenses |  | $ | 3 |  |  | $ | 3 |  |  |  |  |
Selling, general and administrative expenses |  | 38 |  |  | 29 |  |  |  |  |
|  | $ | 41 |  |  | $ | 32 |  |  |  |  |
Share-based awards granted for the three months ended March 31, 2023 and 2022 consist of:
| 2023 |  | 2022
Bausch Health Share-Based Awards |  |  |
Stock options |  |  |
Granted | 999,000 |  |  | 2,545,000 |
Weighted-average exercise price | $ | 9.25 |  |  | $ | 24.08 |
Weighted-average grant date fair value | $ | 4.87 |  |  | $ | 6.63 |
Time-based RSUs |  |  |
Granted | 4,133,000 |  |  | 1,662,000 |
Weighted-average grant date fair value | $ | 9.18 |  |  | $ | 24.21 |
Adjusted Operating Cash Flow performance-based RSUs |  |  |
Granted | 647,000 |  |  | — |
Weighted-average grant date fair value | $ | 10.57 |  |  | $ | — |
Bausch+ Lomb Share-Based Awards |  |  |
Stock options |  |  |
Granted | 2,679,000 |  |  | — |
Weighted-average exercise price | $ | 18.27 |  |  | $ | — |
Weighted-average grant date fair value | $ | 5.52 |  |  | $ | — |
RSUs |  |  |
Granted | 2,358,000 |  |  | — |
Weighted-average grant date fair value | $ | 18.04 |  |  | $ | — |
TSR performance-based RSUs |  |  |
Granted | 1,175,000 |  |  | — |
Weighted-average grant date fair value | $ | 27.65 |  |  | $ | — |
Organic Revenue Growth performance-based RSUs |  |  |
Granted | 142,000 |  |  | — |
Weighted-average grant date fair value | $ | 17.96 |  |  | $ | — |
As of March 31, 2023, the remaining unrecognized compensation expenses related to all outstanding non-vested stock options, time-based RSUs and performance-based RSUs amounted to $216 million, which will be amortized over a weighted-average period of 2.31 years. As of March 31, 2023, the remaining unrecognized compensation expenses related to all outstanding non-vested stock options, time-based RSUs and performance-based RSUs under the B+L Plan amounted to $118 million, which will be amortized over a weighted-average period of 2.49 years.

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