Bausch + Lomb’s CEO exits overnight with $75.5 million, no permanent successor

Boardroom Alpha · Executive Brief

The chief executive of Bausch + Lomb (BLCO), Brent Saunders, signed his exit agreement on Sunday and was gone at 12:01 a.m. Monday. The company will pay him $75.5 million in cash. Thomas Appio, chief executive of Bausch Health (BHC), which owns 87% of Bausch + Lomb, is now also interim chief executive of Bausch + Lomb, filling in until a permanent one is named. No search has been announced.

Bausch Health owns enough shares to decide almost any shareholder vote, and it had been reshaping the board since August, when it asked for four new directors and Appio succeeded Saunders as chairman. What Bausch + Lomb has not disclosed is a plan for the day after. That leaves the outside shareholders, who own the other 13%, with an interim chief executive who also runs the parent.

Two months from boardroom shake-up to exit

The exit followed a sequence that Bausch Health started in August. The board changes “were requested by Bausch Health,” the parent said at the time.

• Aug. 5
  Four directors resign, among them Thomas Ross, the lead independent director (the outside director who leads the others); the company says the resignations were “not due to any disagreement.” In connection with a mutual release of claims, it speeds up the vesting of their 2026 share awards; separately, it agrees to pay Ross $400,000 for a year of consulting. Appio and three others take their seats at Bausch Health’s request.
• Aug. 10
  Appio succeeds Saunders as chairman; Saunders stays on as CEO. Directors added in August take the lead director’s role and the chair of the pay committee, which sets executive pay.
• Oct. 11 (Sunday)
  Saunders and Appio, as chairman, sign the exit agreement.
• Oct. 12 (Monday)
  Saunders leaves the company and the board at 12:01 a.m. The news comes out before the market opens.

Eight of the nine directors now on the board were either recommended by Bausch Health when Bausch + Lomb listed its shares in 2022 or added at its request in August. The company still classifies seven of those eight as independent.

Bausch + Lomb has said little about why Saunders left. Its 8-K, the filing companies use to report major events, says the two sides “mutually agreed” that he would leave and that the departure “is not due to any dispute or disagreement” over the company’s operations, policies or practices.

Signs of a hurried exit

The deal was signed on a Sunday. Saunders’s resignation took effect hours later, and the agreement gave the board five days to approve it. For 90 days he is to help with the handover if asked, for no extra pay.

The bigger gap is the succession: who runs the company next. Appio “will continue to serve as CEO of Bausch Health while assuming leadership of Bausch + Lomb.” The 8-K and the press release name no search firm and no timetable, and they disclose no pay for Appio’s second job. The company’s 2026 proxy, the document it sends shareholders ahead of the annual meeting, says the board reviews succession planning for the chief executive regularly. It has not said whether that work produced a permanent candidate.

The last handover went differently. In July 2022 the board announced a search and kept the previous chief executive, Joseph Papa, in the job until a successor was found. The handover came seven and a half months later.

Analysts at Citi, quoted by Reuters, called the timing “sudden” but said Appio’s past roles at the company position him well. Analysts at Leerink said the change could weigh on the stock while investors watch Bausch Health’s plans for its stake, though the company is on “strong fundamental footing.” The stock fell 7.1% on the day of the announcement, on about eight times its usual volume, and another 1.6% the next day. The S&P 500 was flat over the two days.

What $75.5 million buys

Saunders gets $75.5 million in a lump sum once his waiver of legal claims against the company takes effect, plus up to $50,000 for his lawyers and two years of health coverage. In return he gives up every option and share award he holds, including those he had already earned the right to (vested). He keeps only shares already delivered to him (421,221 at the March proxy date).

The 2026 proxy estimated what he would receive if he were dismissed without cause or quit for “good reason,” a contract term that typically covers leaving after a cut in pay or responsibilities. The estimate was $52.2 million at the year-end share price of $17.08, of which $38.6 million was stock and options. The stock stood at $17.30 the Friday before the announcement.

The proxy’s estimate for an exit after a takeover came to $59.4 million. Neither estimate counts the awards granted to him this year, which he also forfeits.

The agreement calls the payment a “negotiated, compromised and all-inclusive amount” that settles any claim for severance, his 2026 bonus, faster vesting, good reason or a change of control. The company admits no entitlement and does not say how the number was reached. The pay committee, which the proxy says leads CEO succession planning, has been chaired since Aug. 10 by Barbara Trebbi, one of the directors added that month at Bausch Health’s request. The 8-K and the agreement do not say whether the committee reviewed the deal.

The swap of stock for cash matters to shareholders because much of what Saunders forfeits paid only if the stock rose. His 1.9 million vested options let him buy shares at fixed prices of $15.86 to $18.60. About 70% of them were priced above the $17.30 the stock fetched the Friday before the news, and all were above the $15.81 close on Oct. 13. The performance shares in his 2023 hiring award, whose terms were revised last year, pay out only if the stock reaches $26.57 to $39.06 by 2029. The $75.5 million, by contrast, is paid however the stock does.

Saunders’s record at Bausch + Lomb

Saunders’s record is mixed. Revenue rose to $5.1 billion in 2025 from $3.8 billion in 2022, helped by the $1.75 billion purchase of the dry-eye drug Xiidra in 2023. The company reported a net loss in every full year he ran it. It cut its 2025 profit forecast after a recall of its enVista lenses, then raised its forecasts in July and October 2025 and in April and July 2026. The press release announcing his exit said the company expects to raise its profit forecast again.

The stock was flat over his tenure while the S&P 500 doubled. The other two big eye-care companies did no better: Alcon fell 5% and Cooper 37%. In the 12 months before the announcement, Bausch + Lomb returned 20%, ahead of the S&P 500’s 17% and both rivals.

Our view: a CEO exit with no disclosed plan to replace him

Bausch Health owns 87% of the company and can choose its chief executive. Parting with one whose business was raising its forecasts is a call it is entitled to make. How it was done is the problem.

A company with more than $5 billion in revenue is now run by an interim chief executive who also runs the parent, and the parent’s needs are not the same as those of the outside shareholders. Both want a higher share price, but they can differ on when and how value is taken out. Bausch Health carries about $15 billion of debt of its own. It has put up about two-thirds of its Bausch + Lomb shares as collateral for part of that debt, and the proceeds of any sale of those shares go first to its lenders.

The separation, Bausch Health’s plan to split fully from Bausch + Lomb, began with the 2022 listing and is unfinished; a process to explore a sale of Bausch + Lomb ended in early 2025 without a deal. Bausch Health’s quarterly report, its 10-Q, says the separation may be done by selling or otherwise monetizing all or part of its stake, handing it to its own shareholders “or a combination thereof,” once it meets debt targets and gets the needed approvals. So the parent’s balance sheet sets the pace, and the man who runs that balance sheet now runs both companies. Bausch + Lomb’s own annual report, its 10-K, warns that some directors “may have actual or potential conflicts of interest” because they also serve Bausch Health.

In our view, a weekend CEO exit, a parent-company chief running both businesses and a $75.5 million payment whose basis has not been disclosed will not make Bausch + Lomb easier to sell to new owners or to Bausch Health’s own investors.

Appio’s own record is a fair question, since he now runs both companies. Bausch + Lomb’s announcement credits him with 13 straight quarters of growth in revenue and adjusted EBITDA (a measure of operating profit) at Bausch Health’s business outside Bausch + Lomb. Bausch Health’s stock fell 64% from his first month as chief executive in May 2022 to Oct. 9, while the S&P 500 rose about 100%.

Directors are well paid for this oversight. Each outside director receives an $80,000 cash retainer and $250,000 a year in stock, plus committee fees. In all, Bausch + Lomb’s outside directors were paid about $3 million for 2025, though five of the nine paid have since left. The four who served all of 2025 and remain, John Paulson, Sarah Kavanagh, Nathalie Bernier and Russel Robertson, have been on the board since the 2022 listing, a stretch in which the stock lost 13.5% and the S&P 500 doubled. Counting both boards, Paulson, who chairs Bausch Health, and Kavanagh were awarded about $806,000 and $730,000 for 2025, mostly in stock.

Directors paid at that level should be able to explain a $75.5 million cash payout.

The board owes outside shareholders three things: a search with a timetable, the terms on which Appio serves Bausch + Lomb, and an account of how it settled on $75.5 million in cash when its own proxy put the cost of a dismissal without cause or a good-reason exit at $52.2 million at year-end 2025, mostly in stock.

What to watch

• Oct. 28
  Third-quarter results and the raised 2026 profit forecast, the first results under Appio.
• By Nov. 26
  The $75.5 million falls due within 45 days of his exit, once his waiver of claims takes effect.
• Any time
  A CEO search, its timetable and the terms of Appio’s interim role.
• Bausch Health
  Its third-quarter 10-Q, and any move on the separation or on its 87% stake.
• 2027 proxy
  How the board explains the payment, and how shareholders outside Bausch Health vote on pay.

Sources: Bausch + Lomb’s Oct. 12 8-K with the separation agreement and press release, its August 8-K and 8-K/A, 2026 proxy, 10-K, 10-Q and earnings releases, and Form 4 filings; Bausch Health’s 2026 proxy and 10-Q filings; Reuters; Boardroom Alpha price data. Returns are total returns and run to the Oct. 13, 2026 close unless stated. Boardroom Alpha is an independent research and analytics company and does not invest. This brief is for information only and is not investment advice.