DEF 14A of Baxter International Inc, Mar 25, 2024

DEF 14A of Baxter International Inc

Filed Mar 25, 2024 · FY20230001193125-24-075975

Open on EDGAR

  1. Table of Contents

    | 2023 Pension Benefits | 67 | | 2023 Nonqualified Deferred Compensation Plan | 68 | | Potential Payments Upon Termination or Following a Change in Control | 69 | | CEO Pay Ratio | 76 | | Pay Versus Performance Disclosure | 77 | | Audit Matters | 81 | | Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm | 81 | | Audit Committee Report | 83 | | Audit and Non-Audit Fees | 84 | | Pre-Approval of Audit and Permissible Non-Audit Fees | 84 | | Ownership of Baxter Stock | 85 | | Security Ownership by Directors and Executive Officers | 85 | | Security Ownership by Certain Beneficial Owners | 86 | | Delinquent Section 16(a) Reports | 86 | | Management Proposals | 87 | | Proposal 4 Approval of Baxter International Inc. Amended and Restated 2021 Incentive Plan | 87 | | Proposal 5 Approval of an Amendment to the Amended and Restated Certificate of Incorporation to Permit Officer Exculpation | 98 | | Stockholder Proposal | 100 | | Proposal 6 Executives to Retain Significant Stock | 100 | | General Information | 103 | | Questions and Answers about the Annual Meeting | 103 | | Other Information | 106 | | Appendix A—Baxter International Inc. Amended and Restated 2021 Incentive Plan | A-1 |

  2. Nominees for Election as Directors

    Nominees for Election as Directors

  3. Nominees for Election as Directors

    | José (Joe) E. Almeida Chair of the Board, President and CEO Age 61 Director since 2016 Committees: None Biography Mr. Almeida has been the Chair, President and CEO of Baxter since January 1, 2016. He began serving as an executive officer of the company in October 2015. Prior to joining Baxter, he served as Senior Advisor with The Carlyle Group, a multinational private equity, alternative asset management and financial services corporation, from May 2015 to October 2015. Previously, he served as the Chair, President and Chief Executive Officer of Covidien plc (Covidien), a global healthcare products company, from March 2012 through January 2015, prior to the acquisition of Covidien by Medtronic plc (Medtronic), and President and Chief Executive Officer of Covidien from July 2011 to March 2012. Mr. Almeida currently serves as a director of Bank of America. Mr. Almeida previously served as a member of the Board of Directors of Walgreens Boots Alliance, Inc. from 2017 to 2022, Partners in Health from 2013 to 2021 and Ortho-Clinical Diagnostics, Inc. from 2015 to 2020. Key Attributes, Experience and Skills Substantial knowledge of the medical device industry and extensive experience leading, operating and transforming global corporations as a result of his roles as Chair, President and CEO of Baxter and Covidien and in other senior management roles at other medical device companies. | William A. Ampofo II Independent Director Age 50 Director since 2023 Committees: Quality and Regulatory Compliance Biography Mr. Ampofo has worked for Boeing Company (Boeing), a leading global aerospace company, since 2016 and currently serves as Chair, Supply Chain Operations Council and Vice President, Parts & Distribution Services and Supply Chain function for Boeing Global Services. Prior to joining Boeing, he spent 22 years at United Technologies Corporation (which later merged with Raytheon Company to form Raytheon Technologies), a multinational conglomerate which researched, developed, and manufactured products, including aircraft engines, aerospace systems, among other industrial products, working in roles of increasing responsibility related to finance, information technology, corporate strategy and operations. Mr. Ampofo currently serves as a member of the board of trustees of The Episcopal School of Medicine. Key Attributes, Experience and Skills Extensive experience leading global organizations as a result of his role as Chair, Supply Chain Operations Council and Vice President, Parts & Distribution Services and Supply Chain function at Boeing and his 22 years of finance, operational, IT and corporate strategy experience at United Technologies Corporation. |

  4. Nominees for Election as Directors

    | Corporate Governance at Baxter International Inc. | 15 | | | |

  5. Nominees for Election as Directors

    | Patricia B. Morrison Independent Director Age 64 Director since 2019 Committees: Audit and Nominating, Corporate Governance and Public Policy Biography From 2009 to 2018, Ms. Morrison served as Executive Vice President, Customer Support Services and Chief Information Officer (CIO), of Cardinal Health Inc. (Cardinal), a global, integrated healthcare services and products company. At Cardinal, she led global IT operations, which included the transformation of multiple business segments, acquisition integration and digital strategy. Prior to Cardinal, Ms. Morrison was the Chief Executive Officer of Mainstay Partners, a technology advisory firm, from 2008 to 2009. She previously served as CIO of both Motorola, Inc. and Office Depot, Inc. and held senior-level IT positions at General Electric Company, PepsiCo, Inc., The Procter & Gamble Company and The Quaker Oats Company. She currently serves as a director of Splunk Inc. She previously served as a director of Aramark Corporation and Virtusa Corporation. Key Attributes, Experience and Skills Extensive experience of across diverse global industries overseeing strategic, operational and financial aspects of IT, including cybersecurity, global IT master planning, digital transformation and human capital matters, including in the medical products industry, as a result of her diverse experience leading the IT function at large, multinational organizations. | Stephen N. Oesterle, M.D. Independent Director Age 73 Director since 2017 Committees: Nominating, Corporate Governance and Public Policy and Quality and Regulatory Compliance Biography Dr. Oesterle is a consultant, advising private equity and operating companies in the healthcare industry. From 2002 to 2015, he served as a member of the Executive Committee of Medtronic, a global medical technology, services and solutions company, and as Medtronic’s Senior Vice President, Medicine and Technology. Previously, he served as an Associate Professor of Medicine and Director of Invasive Cardiology Services at each of Massachusetts General Hospital (1998 to 2002), Stanford University Medical Center (1992 to 1998) and Georgetown University Medical Center (1991 to 1992). Dr. Oesterle currently serves as a director of Paragon 28 and Peijia Medical Ltd. He previously served as a director of Sigilon Therapeutics, Inc. (prior to its merger with Eli Lily and Company), Montes Archimedes Acquisition Corp. (prior to its merger with Roivant Sciences), REVA Medical, Inc, and HeartWare (acquired by Medtronic in 2016). Key Attributes, Experience and Skills Extensive experience in the medical products and healthcare industries with a strong scientific and medical background and significant experience advising on strategic transactions. Substantial knowledge of the medical device industry and extensive medical and leadership experience as a result of his role as Senior Vice President, Medicine and Technology at Medtronic and as a director at various healthcare companies as well as positions held at Harvard Medical School, Stanford University Medical Center and other leading hospitals. |

  6. Nominees for Election as Directors

    | 16 | Corporate Governance at Baxter International Inc. | | | |

  7. Nominees for Election as Directors

    | Stephen H. Rusckowski Independent Director Age 66 Director since 2023 Committees: Compensation and Human Capital and Quality and Regulatory Compliance Biography Mr. Rusckowski is the former Chief Executive Officer and President of Quest Diagnostics, Inc. (Quest), a leading provider of diagnostic information services, a position he held from 2012 until 2022. He also served as Chair of the Board of Quest from January 2017 through March 2023. Prior to joining Quest, he served as the Chief Executive Officer of Philips Healthcare (Philips), a health technology company focused on improving people’s health across the health continuum from healthy living and prevention, to diagnosis treatment, and home care, and a member of the Board of Management of Royal Philips Electronics. Earlier in his career, he held roles of increasing responsibility at Hewlett-Packard Company, a manufacturer of software and computer services and Procter & Gamble Company, a leading company that produces and sells products for the home, health and personal care. Mr. Rusckowski currently serves as a director of Qiagen Inc., and Tenet Healthcare Corporation and previously served as a director of MedQuist, Inc. Key Attributes, Experience and Skills Extensive leadership experience in the healthcare industry, including in strategic planning, international operations and strategic transactions (including with the build out of digital health capabilities) with multinational corporations. | Nancy M. Schlichting Independent Director Age 69 Director since 2021 Committees: Compensation and Human Capital and Quality and Regulatory Compliance Biography Ms. Schlichting joined the Board following Baxter’s acquisition of Hillrom, where she had previously served as a director and Chair of its Compensation and Management Development Committee. Ms. Schlichting is the retired President and Chief Executive Officer of Henry Ford Health System (HFHS) in Detroit, Michigan, a non-profit healthcare organization, serving in this role from June 2003 to January 2017. She joined HFHS in 1998 as Senior Vice President and Chief Administrative Officer and was promoted to Executive Vice President and Chief Operating Officer from 1999 to 2003 and President and Chief Executive Officer of Henry Ford Hospital from 2001 to 2003. She currently serves as a director of Walgreens Boots Alliance and at Encompass Health, Inc., and as a trustee of the Duke University and as the chair of the Duke University Health System Board. She previously served as a director of Pear Therapeutics, Inc. and as a trustee of the Kresge Foundation. Key Attributes, Experience and Skills Extensive healthcare administration (including human capital management) experience that spans more than 35 years in senior-level executive roles. This experience includes leading HFHS through a financial turnaround and for leading various customer service, quality and diversity initiatives. Extensive expertise as a pioneer in quality and regulatory management, winning the Malcolm Baldridge National Quality Award as CEO of Henry Ford. Extensive experience in mergers and acquisitions, leading several healthcare acquisitions, including public company mergers and acquisitions such as the global mergers of Baxter and Hillrom and Walgreens with Alliance Boots. |

  8. Nominees for Election as Directors

    | Corporate Governance at Baxter International Inc. | 17 | | | |

  9. Nominees for Election as Directors

    | Brent Shafer Lead Independent Director Age 66 Director since 2022 Committees: Audit and Nominating, Corporate Governance and Public Policy Biography Mr. Shafer became Baxter’s Lead Independent Director effective April 28, 2023. He is the former Chair and Chief Executive Officer of Cerner Corporation (Cerner), a leading provider of various health information technologies, ranging from medical devices to electronic health records to hardware, serving in this role from 2018 to 2021. He has served as a Senior Advisor to Cerner since October 2021. Prior to Cerner, Mr. Shafer held a number of roles at Philips, including Chief Executive Officer of Philips North America, a leader in diagnostic imaging, image-guided therapy, patient monitoring and health informatics, as well as in consumer health and home care. Mr. Shafer was also the Chief Executive Officer of Philips Home Healthcare Solution business. Before joining Philips, Mr. Shafer was Vice President and General Manager of Hillrom’s Patient Care Environment Division and worked at GE Medical Systems where he served in key positions in sales, marketing, and general management. Mr. Shafer has also held senior roles at Hewlett Packard’s Medical Products Group and Johnson & Johnson. Mr. Shafer currently services as a director of Tactile Systems Technology. Key Attributes, Experience and Skills Substantial knowledge of the health information technology industry and extensive experience leading, operating and transforming global corporations (including with the build out of digital health capabilities) as a result of his roles as Chair and Chief Executive Officer at Cerner and key roles at Philips and in other senior management roles at other medical device companies (including Hillrom). | Cathy R. Smith Independent Director Age 60 Director since 2017 Committees: Audit and Nominating, Corporate Governance and Public Policy Biography Ms. Smith has served as Chief Financial Officer of Nordstrom, Inc. (Nordstrom), a luxury department store chain, since May 2023. She previously served as Chief Financial and Administrative Officer of Bright Health, a diversified consumer-focused healthcare company, from January 2020 to May 2023. Prior to Bright Health, Ms. Smith was Executive Vice President and Chief Financial Officer at Target Corporation (Target) from September 2015 to November 2019. Prior to joining Target in 2015, Ms. Smith served as Executive Vice President and Chief Financial Officer at Express Scripts Holding Company (Express Scripts), an independent pharmacy benefits management company, from 2014 to 2015 and at Walmart International (Walmart), a division of Walmart Stores Inc., from 2010 to 2014. Earlier in her career, she served as Chief Financial Officer at GameStop. Ms. Smith currently serves as director of PPG Industries, Inc. Key Attributes, Experience and Skills Significant financial expertise and corporate leadership experience as a result of her senior positions held at Nordstrom, Bright Health, Target, Express Scripts and Walmart. This experience includes work helping to oversee cybersecurity incident response and various strategic transactions as well as human capital management expertise as the Chief Administrative Officer at Bright Health. |

  10. Nominees for Election as Directors

    | 18 | Corporate Governance at Baxter International Inc. | | | |

  11. Nominees for Election as Directors

    | Amy A. Wendell Independent Director Age 63 Director since 2019 Committees: Compensation and Human Capital and Quality and Regulatory Compliance Biography Ms. Wendell served as Senior Advisor at Perella Weinberg Partners L.P., a global financial services firm, from January 2016 to May 2019 where she consulted on strategy, corporate finance and investing practices in the healthcare industry. From 2015 to September 2018, Ms. Wendell served as a Senior Advisor at McKinsey & Company (McKinsey), a management consulting firm, in its strategy and corporate finance practice and also served as a member of McKinsey’s Transactions Advisory Board. She previously served as Senior Vice President of Strategy and Business Development and Licensing at Covidien plc from 2006 to 2015, where she led the company’s strategy and portfolio management initiatives and managed business development activities. From 1986 to 2015, Ms. Wendell held roles of increasing responsibility at Covidien (including its predecessors, Tyco International plc and Kendall Healthcare Products Company), from engineering to product management and business development. Ms. Wendell currently serves as a director of Axogen, Inc. and Hologic, Inc. Ms. Wendell is also a director of Por Cristo, a non-profit charitable medical service organization involved in healthcare work for at-risk women and children in Latin America. Key Attributes, Experience and Skills Extensive expertise in the healthcare sector in the areas of global business development and licensing, portfolio management, mergers and acquisitions, resource allocation and identifying new market opportunities, as well as significant restructuring and integration experience, as a result of her roles at Covidien and its predecessors. | David S. Wilkes, M.D. Independent Director Age 67 Director since 2021 Committees: Nominating, Corporate Governance and Public Policy and Quality and Regulatory Compliance Biography Dr. Wilkes served as Dean of the University of Virginia School of Medicine from 2015 to 2021 and currently serves as Dean Emeritus. He previously served in positions of increasing responsibility at Indiana University School of Medicine, most recently as the Executive Associate Director for Research Affairs and as the August M. Watanabe Professor of Medical Research between 2009 and 2015. Dr. Wilkes is the co-founder of ImmuneWorks Inc. (ImmuneWorks), a biotechnology start-up company, and has served as its Chief Scientific Officer since 2005. Since 2006, he has served as the National Director of the Harold Amos Medical Faculty Development Program of the Robert Wood Johnson Foundation. This program seeks to increase underrepresented minority physician-scientists at leading medical schools in the United States. Dr. Wilkes is a military veteran, having served three years as a major in the U.S. Air Force Medical Corps. In 2020, he was elected to the National Academy of Medicine. Dr. Wilkes previously served as a director of Syneos Health prior to its acquisition by private equity. Key Attributes, Experience and Skills Extensive experience with, and medical and scientific expertise and knowledge of, the healthcare industry and its providers as a result of his positions with the University of Virginia School of Medicine and the Indiana University School of Medicine, as well as the leadership experience he developed at both institutions and in forming and advising ImmuneWorks. |

  12. Nominees for Election as Directors

    | Corporate Governance at Baxter International Inc. | 19 | | | |

  13. Nominees for Election as Directors

    | Peter M. Wilver Independent Director Age 64 Director since 2022 Committees: Audit and Compensation and Human Capital Biography Mr. Wilver served as Executive Vice President and Chief Administrative Officer of Thermo Fisher, a world leader and supplier of scientific instrumentation, reagents and consumables and services and software, from 2015 until he retired in 2017. He previously served as the Chief Financial Officer at Thermo Fisher from 2004 to 2015. Prior to Thermo Fisher, Mr. Wilver was the Chief Financial Officer of Honeywell’s Electronic Materials Division (Honeywell), a multinational conglomerate corporation. Before joining Honeywell, Mr. Wilver held various finance roles at Grimes Aerospace Company, a manufacturer of aircraft lighting systems, and General Electric Company, a multinational company in the power, aviation and healthcare sectors. Mr. Wilver currently serves as a director of Livanova PLC and Shoals Technologies Group, Inc. and previously served as a director of Evoqua Water Technologies Corp., CIRCOR International, and Tenet Healthcare Corporation. Key Attributes, Experience and Skills Substantial experience leading and operating large, complex corporations and significant financial and global manufacturing and supply chain expertise through his leadership roles with Thermo Fisher and Honeywell, as well as through positions at Grimes Aerospace Company and General Electric Company. |

  14. Nominees for Election as Directors

    | 20 | Corporate Governance at Baxter International Inc. | | | |

  15. Board of Directors

    Board of Directors

  16. Director Compensation

    Director Compensation Non-employee directors are compensated for their service under Baxter’s non-employee director compensation plan with cash compensation and equity awards of fully vested Baxter shares. Baxter’s director compensation program utilizes equity awards in order to further align the interests of directors with those of Baxter stockholders. No changes were made to the director compensation program in 2023, other than as set forth below. Non-employee director compensation is reviewed annually utilizing market data and analyses provided by the CHC Committee’s independent compensation consultant.

  17. Other Director Compensation

    Other Director Compensation Directors are eligible to participate in the Baxter International Foundation matching gift program, under which Baxter’s foundation matches gifts made by employees and directors to eligible non-profit organizations. The maximum gift total for a director participant in the program is $20,000 in any calendar year.

  18. Director Compensation Table

    Director Compensation Table The following table provides information on 2023 compensation for non-employee directors who served during any portion of 2023.

  19. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | William A. Ampofo II(4) | 56,000 | 170,352 | — | 226,352 | | Thomas F. Chen(5) | 44,333 | — | 14,287 | 58,620 | | Michael F. Mahoney(6) | 81,000 | 214,977 | — | 295,977 | | Patricia B. Morrison | 130,000 | 214,977 | 20,000 | 364,977 | | Stephen N. Oesterle | 139,000 | 214,977 | 20,000 | 373,977 | | Stephen H. Rusckowski(7) | 49,667 | 128,149 | 20,000 | 197,816 | | Nancy M. Schlichting | 140,000 | 214,977 | 8,020 | 362,997 | | Brent Shafer | 167,333 | 214,977 | — | 382,310 | | Cathy R. Smith | 152,333 | 214,977 | — | 367,310 | | Albert P.L. Stroucken(8) | 60,000 | — | 20,000 | 80,000 | | Amy A. Wendell | 118,000 | 214,977 | 20,000 | 352,977 | | David S. Wilkes | 124,000 | 214,977 | 18,020 | 356,997 | | Peter M. Wilver | 134,667 | 214,977 | — | 349,644 |

  20. Director Compensation Table

    | 1. | Consists of the amounts described above under “—Cash Compensation” above. |

  21. Director Compensation Table

    | 2. | The amounts shown in this column are valued based on the grant date fair value of the underlying fully vested Baxter share awards computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (FASB ASC Topic 718). For more information on how these amounts are calculated, please see Note 9 to the Consolidated Financial Statements included in the 2023 Form 10-K. The following non-employee directors were granted 4,573 fully vested shares in May 2023: Mr. Mahoney, Ms. Morrison, Dr. Oesterle, Ms. Schlichting, Ms. Smith, Mr. Shafer, Ms. Wendell, Dr. Wilkes and Mr. Wilver. In connection with Mr. Ampofo’s appointment to the Board in June 2023 and Mr. Rusckowski’s appointment to the Board in August 2023, each received 3,811 and 3,049 fully vested shares, respectively, for his prorated service between his appointment and the Annual Meeting. As of December 31, 2023, each current and former non-employee director, as set forth above, had the following number of stock options outstanding, all of which were fully vested as of such date: Mr. Ampofo (0); Mr. Chen (27.696); Mr. Mahoney (0); Ms. Morrison (0); Dr. Oesterle (1,060); Mr. Rusckowski (0); Ms. Schlichting (0); Mr. Shafer (0); Ms. Smith (17,868); Mr. Stroucken (21,259); Ms. Wendell (17,116); Dr. Wilkes (0); and Mr. Wilver (0). |

  22. Director Compensation Table

    | 3. | The amounts in this column include matching gift contributions made by Baxter’s charitable foundation as of March 1, 2024 on qualifying charitable donations made by the following directors in 2023: Ms. Morrison ($20,000); Dr. Oesterle ($20,000); Mr. Rusckowski ($20,000); Mr. Stroucken ($20,000); Ms. Wendell ($20,000); and Dr. Wilkes ($10,000). All other amounts in this column include the dividend equivalent unit payments made in 2023 on previously deferred RSUs pursuant to the deferred compensation plan: Mr. Chen ($14,287); Ms. Schlichting ($8,020); and Dr. Wilkes ($8,020). |

  23. Director Compensation Table

    | 4. | Mr. Ampofo II was appointed effective June 29, 2023. |

  24. Director Compensation Table

    | 5. | Mr. Chen retired effective April 28, 2023. |

  25. Director Compensation Table

    | 6. | Mr. Mahoney resigned effective September 12, 2023. |

  26. Director Compensation Table

    | 7. | Mr. Rusckowski was appointed effective August 21, 2023. |

  27. Director Compensation Table

    | 8. | Mr. Stroucken departed the Board effective April 28, 2023. |

  28. Director Compensation Table

    | 32 | Corporate Responsibility | | | |

  29. Compensation Discussion and Analysis

    | • | 2021 – 2023 PSU Performance |

  30. 2023 Company Results

    See “—2023 Executive Compensation Program Actions and Changes—2023 Annual Incentive Design and Performance” below for an overview of Baxter’s 2023 annual incentive plan and “—Elements of Executive Compensation—Annual Incentive Plan—Determination of 2023 Annual Incentive Plan Payouts” for a description of Adjusted Net Sales Including Discontinued Operations, Adjusted EPS Including Discontinued Operations and Adjusted Free Cash Flow Including Discontinued Operations (including a description of adjustments from the closest GAAP measures to derive these amounts). A comparison of the performance of Baxter’s common stock against certain of its peers over the past three and five years provides other perspectives on Baxter’s overall performance. The graphs below compare the cumulative TSR (including reinvested dividends) on Baxter common stock, the Standard & Poor’s 500 Composite Index and the Standard & Poor’s 500 Health Care Index for the three- and five-year periods ended December 31, 2023. As set forth below, the TSR for Baxter for the three-year period totaled approximately (49%), as compared to 33% for the S&P 500 Composite Index and 26% for the S&P 500 Health Care Index over the same period. These numbers reflect softness in the Baxter stock which may have resulted from macroeconomic headwinds and related supply constraints negatively impacting quarterly earnings results for 2022, among other factors. For the five-year period, the TSR for Baxter totaled approximately (36%), as compared to 107% for the S&P 500 Composite Index and 73% for the S&P 500 Health Care Index over the same period. These results may be attributable to similar macroeconomic headwinds and challenged financial results over the five-year period.

  31. Realizable Pay

    Realizable Pay Paying for performance is the foundation of the company’s compensation program, and much of the company’s executives’ pay is “at-risk.” Over the past several years, the company has granted a mix of time-based RSUs and PSUs, as well as stock options, to help retain and motivate executives to deliver long-term performance. Given that a significant portion of the compensation packages vary depending on company performance, oftentimes the grant date value of compensation (as reported annually in the Summary Compensation Table) is not always reflective of the actual realizable pay value that may be received by the CEO. To illustrate the differences, the company compared Target Compensation (as defined below) and the Summary Compensation Table values to Realizable Pay on a year-by-year basis; for this purpose:

  32. Realizable Pay

    | • | “Target Compensation” refers to the sum of target salary, target annual bonus and target long-term equity incentive (LTI) grant values, |

  33. Realizable Pay

    | • | “Summary Compensation Table” refers to the actual disclosure in the Summary Compensation Table, and |

  34. Realizable Pay

    | • | “Realizable Pay” refers to the sum of actual salary, actual annual bonus and the potential payout value of equity grants, including performance criteria and stock price. |

  35. 2023 Annual Incentive Design and Performance

    2023 Annual Incentive Design and Performance Consistent with 2022 design, the 2023 annual incentive payout was calculated using the following formula: The three applicable financial performance metrics remained unchanged from 2022 to 2023 and included Adjusted Net Sales (50% weighting), Adjusted EPS (25% weighting) and Free Cash Flow (25% weighting). These measures are referred to as Adjusted Net Sales Including Discontinued Operations, Adjusted EPS Including Discontinued Operations and Adjusted Free Cash Flow Including Discontinued Operations in the proxy statement (to reflect the impacts of the BPS divestiture that occurred in 2023). The following annual incentive plan design changes were implemented for 2023:

  36. 2023 Annual Incentive Design and Performance

    | • | The “Mid-Point” of the performance/payout curve between Target and Maximum for each metric was removed. Performance and payout for Adjusted Net Sales Including Discontinued Operations, Adjusted EPS Including Discontinued Operations and Adjusted Free Cash Flow Including Discontinued Operations is measured linearly between the Target and Maximum of each metric. This action was taken to align with Compensation Peer Group practice. |

  37. 2023 Annual Incentive Design and Performance

    | • | To account for the ongoing macroeconomic challenges and to better align with Compensation Peer Group practice, the performance curve for Adjusted Free Cash Flow Including Discontinued Operations was widened from a range of 90% at Threshold and 115% at Maximum in 2022 to a range of 80% at Threshold and 120% at Maximum for 2023. |

  38. 2023 Annual Incentive Design and Performance

    | Executive Compensation | 41 | | | |

  39. 2023 Annual Incentive Design and Performance

    For 2023, each NEO’s individual performance assessment, as well as that of the broader Executive Leadership Team (which has subsequently been replaced by the Operating Committee), was initially determined in connection with an assessment of Baxter’s performance against pre-established measures for key strategic 2023 priorities, which include various ESG metrics. See “—Elements of Executive Compensation—Annual Incentive Plan” below for details on the 2023 financial and individual performance metric results for each NEO.

  40. 2023 Annual PSU Design

    2023 Annual PSU Design Consistent with 2022 design, for 2023, PSUs comprised 50% of each NEO’s target annual LTI grant generally, with stock options and RSUs each comprising 25% of the target annual LTI grant. RSUs were introduced for 2022 in the interest of motivating an executive’s contributions to achieve the company’s long-term objectives and encouraging retention, consistent with the practices of the company’s peer companies. The PSU design (as set forth below) remained unchanged from 2022:

  41. 2023 Annual PSU Design

    | 2023 Plan Design | | | Metrics | Relative TSR Adjusted ROIC Adjusted Net Sales CAGR | | Weightings | Equal weighting: 33-1/3% for each metric | | Measurement | All metrics are measured over three-year performance period |

  42. 2023 Annual PSU Design

    See “—Elements of Executive Compensation—Long-Term Incentive Plan—2023 Annual LTI Grants” for additional detail on Baxter’s 2023 PSU grants.

  43. 2021—2023 PSU Performance

    2021—2023 PSU Performance The following highlights the performance results for the PSUs granted in March 2021 with a performance period of January 1, 2021 to December 31, 2023, which were calculated as follows:

  44. 2021—2023 PSU Performance

    | Performance Metric | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Result | Payout as a % of Target | | Relative TSR against the TSR performance of the companies in the Dow Jones Medical Equipment Index | 33-1/3% | 35th Percent Rank | 50th Percent Rank | 80th Percent Rank | 27.5th Percent Rank | 0% | | Adjusted ROIC | 33-1/3% | 10.0% | 12.5% | 15.0% | 10.9% | 68% | | Adjusted Net Sales CAGR | 33-1/3% | 2.9% | 4.8% | 6.7% | 3.4% | 65% | | Weighted Payout as a % of Target | | | | | | 44% |

  45. 2021—2023 PSU Performance

    See “Elements of Executive Compensation—Long-Term Incentive Plan—2021 – 2023 PSU Performance” for additional detail on PSU performance, including targets and performance ranges.

  46. 2021—2023 PSU Performance

    | 42 | Executive Compensation | | | |

  47. Annual Incentive Plan Design Changes

    Annual Incentive Plan Design Changes At the February 2024 CHC Committee meeting, certain incentive plan design changes (as described below) were approved for 2024. Due to the proposed business separation of Kidney Care, 2024 annual financial target setting requires additional flexibility. To mitigate potential challenges, the performance curves for adjusted EPS and free cash flow were widened by 10% at threshold and 10% at maximum. Although the threshold performance percentage will be lower for adjusted EPS and free cash flow, the related maximums were also widened, requiring greater achievement for similar payouts under current the structure. Below illustrates the change from the 2023 performance curve to the 2024 performance curve.

  48. Annual Incentive Plan Design Changes

    | | Threshold | | Maximum | | | Metric | 2023 | 2024 | 2023 | 2024 | | Adjusted EPS | 90% | 80% | 110% | 120% | | Free Cash Flow | 80% | 70% | 120% | 130% |

  49. Annual Incentive Plan Design Changes

    No adjustments have been made to the performance curve for the 2024 adjusted net sales metric (calculated at budgeted rates). For all metrics, 100% achievement will result in target payout. After completion of the proposed separation of the Kidney Care business, consistent with historical practice, Baxter will make any required adjustments to the 2024 targets consistent with the timing and structure of the Kidney Care separation and review its annual incentive plan performance curves and determine if changes are required for 2025.

  50. Long-Term Incentive Design Changes

    Long-Term Incentive Design Changes In order to support the stability and focus required of senior leadership in connection with the proposed separation of the Kidney Care business, the company made its 2024 grant to all equity-eligible employees (including all NEOs, with the exception of Messrs. Almeida and Grade) in the form of 100% RSUs. Messrs. Almeida and Grade received 50% of their 2024 annual equity grants in the form of RSUs and 50% of their annual equity grants in the form of PSUs, as the company recognizes the importance of the CEO and CFO to have the majority of their equity awards in performance-based equity. To mitigate potential complications of setting multi-year targets in the year of a proposed business separation, PSUs granted in 2024 will be wholly based on Baxter’s relative TSR versus the S&P 500 Healthcare Equipment & Services Index, which is the index used to measure relative TSR for the 2023 PSUs. After completion of the proposed separation of the Kidney Care business, Baxter intends to review its long-term incentive design and revert to broader use of performance-based equity in the annual grant mix for senior leadership (consistent with its historical practices).

  51. Compensation Philosophy and Governance Practices

    | • | Drive the company’s long-term financial and stockholder value performance. |

  52. Compensation Philosophy and Governance Practices

    | What Baxter Does | What Baxter Does Not Do | | ✓ Emphasize company performance. 91% of the CEO’s 2023 total target direct compensation and an average of 80% of the other NEOs’ 2023 total target direct compensation is variable based on Baxter’s performance. ✓ Align with stockholders. 76% of the CEO’s 2023 total target direct compensation and an average of 62% of the other NEOs’ 2023 total target direct compensation is based on long-term incentives aligned with stockholders’ interests. ✓ Incorporate ESG metrics into the annual incentive plan. NEOs have shared ESG goals embedded into their 2023 annual incentive individual performance assessment measured under three categories: (i) Patient Safety and Quality (40%); (ii) Best Place to Work (30%) and (iii) Growth Through Innovation (30%). ✓ Require significant stock ownership. Executive officers are subject to certain stock ownership requirements and neither unvested PSUs nor unexercised stock options (or any portions thereof) count towards the requirements. ✓ Maintain anti-hedging and anti-pledging stock policies for executives and directors. These policies reflect good governance and mitigate compensation-related risk. ✓ Allow for clawbacks and forfeitures under the annual incentive and long-term incentives based on the Mandatory Clawback Policy and Compensation Recoupment Policy. A new clawback policy, consistent with Dodd-Frank requirements and corresponding NYSE listing standards, was implemented as of December 1, 2023. Additionally, the company revised its former Executive Compensation Recoupment Policy (now named the Compensation Recoupment Policy) to apply to all employees, including executive officers, effective December 1, 2023. Various actions can be taken under the two policies (or are required to be taken, as applicable) with regard to annual and long-term incentive payouts to executives and other incentive-based compensation upon a financial restatement or for an employee’s violation of restrictive covenants, including recovery, reduction or forfeiture of all or part of any annual incentive or previously awarded long-term incentive grant (or to be awarded long-term incentive grant), disciplinary actions and the pursuit of other remedies. ✓ Pay severance and vest outstanding equity grants only upon a “double trigger” in the event of a change in control. The “double trigger” requires both a change in control and termination of employment by the company without cause or by the executive for good reason. | X Provide tax gross-ups in the event of a change in control or otherwise. Taxes are each NEO’s sole responsibility. X Re-price or exchange of underwater stock options. The company does not re-price outstanding stock options, whether vested or unvested, without prior stockholder approval. X Pay dividend equivalent units (DEUs) on unvested RSUs or PSUs. DEUs on RSUs and PSUs in the form of additional shares are paid only upon the vesting of such RSUs and PSUs with the number of DEUs for PSUs based on actual company performance. X Offer excessive perquisites. Executives are eligible for a very limited number of perquisites that generally meet criteria for efficiency and personal safety. |

  53. Named Executive Officer Total Target Direct Compensation(1)

    | 1. | Percentages are calculated using annual base salary, target annual incentive and target LTI grant values as of December 31, 2023. |

  54. Peer Group and Use of Peer Group Data

    Peer Group and Use of Peer Group Data The CHC Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the CHC Committee uses multiple reference points when establishing targeted compensation levels. The CHC Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader market. Instead, the CHC Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning. The CHC Committee also evaluates the compensation programs of other companies which, while not in the peer set, have similar characteristics of Baxter’s business model, complexity and sophistication. The CHC Committee, with input from its independent compensation consultant, annually reviews the Compensation Peer Group to determine the appropriate companies to include. In its review, the CHC Committee considers companies with all of the following factors for objectivity:

  55. Peer Group and Use of Peer Group Data

    | • | Publicly-traded, US-based companies, with a focus on Healthcare Equipment, Services and Supplies and Life Sciences Tools and Services indices. |

  56. Peer Group and Use of Peer Group Data

    | • | Revenues and market capitalization within a reasonable range of Baxter’s revenue and market capitalization. |

  57. Peer Group and Use of Peer Group Data

    | • | List Baxter as a peer, are in Baxter’s peer group as selected by a proxy advisory firm or are prevalent peers of Baxter’s peer group selected by a proxy advisory firm. |

  58. Peer Group and Use of Peer Group Data

    | Executive Compensation | 45 | | | |

  59. Peer Group and Use of Peer Group Data

    Based on this review, the annual evaluation resulted in no additions or removals of peer companies for 2023. For 2023, the Compensation Peer Group is as follows:

  60. Peer Group and Use of Peer Group Data

    | Abbott Laboratories | DENTSPLY Sirona Inc. | Quest Diagnostics Incorporated | | Agilent Technologies, Inc. | Edwards Lifesciences | Stryker Corporation | | Becton, Dickinson and Company | Hologic, Inc. | Thermo Fisher Scientific Inc. | | Boston Scientific Corporation | Intuitive Surgical, Inc. | Zimmer Biomet Holdings, Inc. | | Danaher Corporation | Laboratory Corporation of America Holdings | | | DaVita Inc. | Medtronic Public Limited Company | |

  61. Peer Group and Use of Peer Group Data

    The median revenue and market capitalization for the Compensation Peer Group was approximately $12.2 billion and $58.4 billion, respectively, for the year ended December 31, 2023. Baxter’s revenue of $14.8 billion for the year ended December 31, 2023 (net sales as reported under GAAP for 2023) placed Baxter at the 61st percentile of this peer group. Baxter’s market capitalization of approximately $19.6 billion as of December 31, 2023 placed Baxter at the 27th percentile of this peer group.

  62. Individual Performance

    Individual Performance The CHC Committee assesses the individual performance and future potential of each company executive officer or other key executive (other than the CEO) in making compensation decisions related to base salary, annual incentive and annual LTI grant. The independent members of the Board make this determination with respect to the CEO. Baxter believes it is important to consider an individual’s performance in assessing compensation and not just the company’s financial performance relative to the financial targets in the interest of recognizing how he or she performed with respect to his or her individual goals. The CHC Committee’s assessment of individual performance and future potential relies on informed judgment and requires significant input from the CEO, who reviews the performance goals and evaluations of each of the other executive officers and key executives and shares his or her insights and recommendations with the CHC Committee. Based on that input, the CHC Committee assesses how well an executive officer or other key executive fulfilled his or her obligations in the past year and such executive officer’s or other key executive’s potential for future contributions to Baxter. The assessment of the prior year’s performance focuses on how well the operations or function for which an executive officer or key executive is responsible performed during the year. The CHC Committee also considers how well an executive officer or key executive performed against his or her performance goals, including critical ESG goals. The independent members of the Board are responsible for assessing the CEO’s performance each year and making adjustments, if any, to his or her base salary, annual incentive award and annual LTI grant. As part of this assessment, they review the extent to which the CEO satisfied his or her goals for the year. This review is conducted with the support of the Lead Independent Director and the NCGPP and CHC Committees, which oversee the establishment of the CEO’s goals and the annual performance and compensation review process.

  63. Components of Executive Compensation

    | Component | Objectives | Determination of Amount | | Base Salary | | | | • Fixed component of compensation | • Provides a base level of competitive compensation • Used to attract and retain executive talent | • Competitive pay ranges for the peer set are considered • Relevant factors for determining the applicable amount against the competitive range include individual performance, overall experience, tenure in position, impact on company results, current comparison to benchmark position(s) and an assessment of internal equity among peers • Reviewed annually and when executives are hired or assume additional responsibilities | | Annual Incentive | | | | • Variable short-term compensation component • Target annual incentive is based on a percentage of base salary | • Used to motivate and reward executives for company and individual performance against annually established financial targets and individual objectives, including ESG goals • For 2023, financial targets included Adjusted Net Sales Including Discontinued Operations (50%), Adjusted EPS Including Discontinued Operations (25%) and Adjusted Free Cash Flow Including Discontinued Operations (25%), which are subject to additional adjustment based on the individual performance assessment and strategic priorities | • Competitive pay ranges for the peer set are considered • Annual incentive targets are generally set using the same factors described above for base salary • Reviewed annually and when executives are hired or assume additional responsibilities | | Long-Term Incentive Grants | | | | • Variable LTI compensation component • Represents a significant component of each executive’s total compensation package • In 2023, annual LTI grants to NEOs consisted of 50% PSUs, 25% stock options and 25% RSUs | • Used to motivate and reward an executive’s contributions to achieving the company’s long-term objectives and increasing stockholder value • Stock options and RSUs recognize that it is in the best interests of the company to provide LTI that will vest as long as the executive continues to serve at Baxter, and the value of stock options depends, in part, on the company’s stock price performance over the exercise period • RSUs provide a retentive value that is wholly dependent on stockholder value over the vesting period • PSUs recognize that a portion of at least 50% of an executive’s annual LTI grant value should be completely “at risk” • For 2023, performance metrics for PSU grants include Relative TSR (33-1/3%), Adjusted ROIC (33-1/3%) and Adjusted Net Sales CAGR (33-1/3%) | • Competitive pay ranges for the peer set are considered • Target LTI grant values are generally set using the same factors described above for base salary • Reviewed annually and when executives are hired or take on additional responsibilities • At least 50% of an executive officer’s target annual LTI grant value is in PSUs |

  64. Annual Incentive Plan

    Annual Incentive Plan Similar to base salary, the CHC Committee (or the independent members of the Board, in the case of the CEO) determines annual incentive targets using competitive compensation data from the annual total compensation study of the Compensation Peer Group to inform related decision making. The CHC Committee applies judgment and discretion, taking into account not only competitive market data, but also factors such as company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning. The same factors that influence the setting of base salary also influence the establishment of annual incentive target awards.

  65. Annual Incentive Plan

    | 48 | Executive Compensation | | | |

  66. Annual Incentive Plan

    Annual incentive payouts are calculated using the following formula: For the 2023 annual incentive plan, consistent with the 2022 plan, the CHC Committee selected Adjusted Net Sales, Adjusted EPS and Free Cash Flow as the financial performance metrics for funding the annual incentive plan. Baxter placed greater emphasis on Adjusted Net Sales to recognize the criticality of continuing organic sales growth. The weightings for Adjusted EPS and Free Cash Flow continued to be equally weighted for 2023, as the two metrics remain important measures of Baxter’s operational strategy used by stockholders to assess Baxter’s financial performance. All three measures for 2023 are referred to in the proxy statement as Adjusted Net Sales Including Discontinued Operations, Adjusted EPS Including Discontinued Operations and Adjusted Free Cash Flow Including Discontinued Operations (to reflect the impacts of the BPS divestiture that occurred in 2023). The following changes were implemented for the 2023 annual incentive plan:

  67. Annual Incentive Plan

    | • | The “Mid-Point” of the performance/payout curve between Target and Maximum for each metric was removed. Performance and payout for Adjusted Net Sales Including Discontinued Operations, Adjusted EPS Including Discontinued Operations and Adjusted Free Cash Flow Including Discontinued Operations are now measured linearly between the Target and Maximum of each metric. This action was taken to align with Compensation Peer Group practice. |

  68. Annual Incentive Plan

    | • | To account for the ongoing macroeconomic challenges and to better align with Compensation Peer Group practice, the performance curve for Adjusted Free Cash Flow Including Discontinued Operations was widened from a range of 90% at Threshold and 115% at Maximum in 2022 to a range of 80% at Threshold and 120% at Maximum for 2023. |

  69. Annual Incentive Plan

    The initial calculation of individual performance assessments for members of the Operating Committee (which includes all NEOs) described above includes the company’s performance against pre-established key strategic 2023 priorities, inclusive of various ESG issues, in three categories: (i) Patient Safety and Quality (40% weighting); (ii) Best Place to Work (30% weighting); and (iii) Growth Through Innovation (30% weighting). The weightings reflect the strategic criticality of each category to Baxter. See “—Executive Summary—2023 Executive Compensation Program Actions and Changes—2023 Annual Incentive Design and Performance” for additional information regarding this individual performance assessment for 2023.

  70. Annual Incentive Target Awards

    Annual Incentive Target Awards NEOs’ annual incentive target awards are set within a competitive range for the Compensation Peer Group. The 2023 annual incentive target as of December 31, 2023 for each NEO is outlined below. The target annual incentive did not change from the prior year for Mr. Almeida or for the permanent CFO role.

  71. Annual Incentive Target Awards

    | NEO | Target Annual Incentive as a % of Base Salary | | Mr. Almeida | 165% | | Mr. Grade | 100% | | Mr. Saccaro | 100% | | Mr. Stevens | 65% | | Mr. Franzi | 85% | | Ms. Knight | 100% | | Mr. Sonig | 90% | | Mr. Toth | 125% |

  72. Annual Incentive Target Awards

    | Executive Compensation | 49 | | | |

  73. Determination of 2023 Annual Incentive Plan Payouts

    Determination of 2023 Annual Incentive Plan Payouts Financial Performance. The tables below provide Adjusted Net Sales Including Discontinued Operations, Adjusted EPS Including Discontinued Operations and Adjusted Free Cash Flow Including Discontinued Operations targets for 2023, as well as actual results for each NEO. The payout for performance in between the payout ranges is based on linear interpolation. Given related segment oversight responsibilities, the performance for each of Ms. Knight, Mr. Sonig and Mr. Toth was measured on the Adjusted Net Sales Including Discontinued Operations for their respective segments (which reflect budgeted exchange rates). The Adjusted Net Sales Including Discontinued Operations metric for each of Messrs. Almeida, Saccaro, Stevens, Grade and Franzi are based on overall Baxter results to recognize their enterprise-wide responsibilities (including Mr. Franzi’s support for global business initiatives as Baxter transitioned from a regional model to a segment model). Performance for all NEOs continues to be measured on overall Baxter results for Adjusted EPS Including Discontinued Operations and Adjusted Free Cash Flow Including Discontinued Operations metrics.

  74. Messrs. Almeida, Grade, Saccaro, Stevens and Franzi

    | | 2023 | | | | | | | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual | Achievement as a % of Target(4) | Payout as a % of Target | | Company—Adjusted Net Sales Including Discontinued Operations (in millions)(1) | $14,143 | $14,888 | $15,632 | $15,041 | 101.0% | 121% | | Adjusted EPS Including Discontinued Operations(2) | $2.60 | $2.89 | $3.18 | $2.92 | 101.0% | 110% | | Adjusted Free Cash Flow Including Discontinued Operations (in millions)(3) | $1,035 | $1,294 | $1,553 | $1,064 | 82.2% | 56% | | | Weighted Financial Payout as a % of Target: | | | | | 102% |

  75. Ms. Knight

    | | 2023 | | | | | | | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual | Achievement as a % of Target(4) | Payout as a % of Target | | Medical Products and Therapies—Adjusted Net Sales Including Discontinued Operations (in millions)(1) | $4,661 | $4,906 | $5,152 | $4,936 | 100.6% | 112% | | Adjusted EPS Including Discontinued Operations(2) | $2.60 | $2.89 | $3.18 | $2.92 | 101.0% | 110% | | Adjusted Free Cash Flow Including Discontinued Operations (in millions)(3) | $1,035 | $1,294 | $1,553 | $1,064 | 82.2% | 56% | | | Weighted Financial Payout as a % of Target: | | | | | 97% |

  76. Mr. Sonig

    | | 2023 | | | | | | | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual | Achievement as a % of Target(4) | Payout as a % of Target | | Pharmaceuticals—Adjusted Net Sales Including Discontinued Operations (in millions)(1) | $2,048 | $2,155 | $2,263 | $2,227 | 103.3% | 166% | | Adjusted EPS Including Discontinued Operations(2) | $2.60 | $2.89 | $3.18 | $2.92 | 101.0% | 110% | | Adjusted Free Cash Flow Including Discontinued Operations (in millions)(3) | $1,035 | $1,294 | $1,553 | $1,064 | 82.2% | 56% | | | Weighted Financial Payout as a % of Target: | | | | | 124% |

  77. Mr. Toth

    | | 2023 | | | | | | | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual | Achievement as a % of Target(4) | Payout as a % of Target | | Kidney Care—Adjusted Net Sales Including Discontinued Operations (in millions)(1) | $4,123 | $4,340 | $4,557 | $4,353 | 100.3% | 106% | | Adjusted EPS Including Discontinued Operations(2) | $2.60 | $2.89 | $3.18 | $2.92 | 101.0% | 110% | | Adjusted Free Cash Flow Including Discontinued Operations (in millions)(3) | $1,035 | $1,294 | $1,553 | $1,064 | 82.2% | 56% | | | Weighted Financial Payout as a % of Target: | | | | | 94% |

  78. Mr. Toth

    | 1. | Adjusted Net Sales Including Discontinued Operations for purposes of the 2023 annual incentive plan is calculated as the company’s reported net sales (determined in accordance with GAAP) using budgeted exchange rates as of January 1, 2023 and including net sales from discontinued operations. Company Adjusted Net Sales Including Discontinued Operations, Medical, Products and Therapies Adjusted Net sales Including Discontinued Operations, Pharmaceuticals Adjusted Net Sales Including Discontinued Operations and Kidney Care Adjusted Net Sales Including Discontinued Operations totaled $15.0 billion, $4.9 billion, $2.2 billion and $4.4 billion, respectively, for 2023. Company net sales from continuing operations, Medical, Products and Therapies net sales from continuing operations, Pharmaceuticals net sales from continuing operations and Kidney Care net sales from continuing operations as reported under GAAP for 2023 totaled $14.8 billion, $5.0 billion, $2.2 billion and $4.5 billion, respectively. Totals may not foot due to rounding. The company uses net sales at budgeted exchange rates as a target under the 2023 annual incentive plan for the same reason that Baxter provides sales guidance excluding the impact of foreign currency fluctuations and certain other items—that is, the company believes it provides a better perspective on underlying sales growth. The use of budgeted exchange rates also allows Baxter to evaluate final performance on the same foreign currency basis that was used for setting the target and establishing the budget. |

  79. Mr. Toth

    | 2. | Adjusted EPS for purposes of the 2023 annual incentive plan was further adjusted to include adjusted earnings per share from discontinued operations (Adjusted EPS Including Discontinued Operations) and calculated as the company’s diluted earnings per share (determined in accordance with GAAP) as adjusted for special items. Special items for 2023 totaled a gain of $1.1 billion (or $1.2 billion on an after-tax basis), or $2.33 per diluted share. These adjustments primarily related to the gain on the sale of the company’s BPS business, intangible asset amortization, business optimization items, long-lived asset impairments, separation-related costs, costs associated with European regulations (medical devices reporting regulations), acquisition and integration costs relates to its acquisition and integration of Hillrom, legal matters and tax matters. Total GAAP diluted EPS in 2023 was $5.25. |

  80. Mr. Toth

    | 3. | Free cash flow is calculated from the company’s operating cash flow calculated in accordance with GAAP less capital expenditures. Free cash flow for purposes of the 2023 annual incentive plan included free cash flow from discontinued operations for the first nine months of 2023, less certain income tax payments related to discontinued operations that were disbursed in the fourth quarter of 2023 (to the extent that those fourth quarter tax payments for discontinued operations were included in the company’s 2023 free cash flow target). This measure is referred to herein as Adjusted Free Cash Flow Including Discontinued Operations in the proxy statement. The company uses free cash flow (rather than operating cash flow) as it gives effect to the company’s capital expenditures and better reflects the cash generated by the company that may be available for future investment. In 2023, the company’s operating cash flow from continuing operations was $1.7 billion and the company incurred $692 million in capital expenditures from continuing operations. The company’s 2023 operating cash flow from discontinued operations for the first nine months of 2023 was $71 million and the company incurred $27 million in capital expenditures from discontinued operations over that period. Free cash flow for purposes of the 2023 annual incentive plan was further reduced by $16 million of cash tax payments related to discontinued operations in the fourth quarter 2023, which represented the amount of such payments that were included in the company’s 2023 free cash flow target. |

  81. Mr. Toth

    | 4. | Level of achievement used to determine funding of the annual incentive may not foot due to rounding. |

  82. Mr. Toth

    | Category | Weighting | Initial Payout(1) | Notable Items(2) | | Patient Safety and Quality (including product safety and quality systems) | 40% | 105% | • Although one new Warning Letter was received in 2023 (in relation to a previously issued Warning Letter), the company met its internal benchmarks for other key areas, including Food and Drug Administration observations and cyber security efforts | | Best Place to Work (including diversity in the workforce, culture, talent, ACT program and environmental, health and safety (EH&S) measures) | 30% | 110% | • Met or exceeded internal benchmarks in most areas including retention and diversity in leadership of women and minorities and manager effectiveness | | Growth Through Innovation (including the on-going digital transformation and innovative ecosystem) | 30% | 90% | • Fell short on internal benchmarks including on new product sales and new product standard gross profit; however, exceeded vitality index benchmarking | | Final Weighted Payout as a % of Target for NEOs | | 100% | |

  83. Mr. Toth

    | 1. | The payout for each category ranged from a 90% payout for threshold performance up to a 110% payout for maximum performance. The weighted payout is subject to further adjustment for each NEO’s overall individual performance assessment based on individual achievements down to a minimum of 0% and up to a maximum of 125%. |

  84. Mr. Toth

    Taking into account both financial and individual performance, the table below outlines the 2023 annual incentive payout for each NEO. Additionally, the CHC Committee utilized limited discretion for the 2023 annual incentive payouts for Ms. Knight and Mr. Toth to further align their payouts to that of the employees in their respective business segments (consistent with the performance of such segments).

  85. Mr. Toth

    | NEO | Base Salary (Prorated) | Target Annual Incentive as a % of Base Salary | Target Annual Incentive Amount | Weighted Financial Payout | Individual Performance Assessment | Total Annual Incentive Payout | Total Annual Incentive Payout as a % of Target | | Mr. Almeida | $1,300,000 | 165% | $2,145,000 | 102% | 100% | $2,187,900 | 102% | | Mr. Grade(1) | $164,384 | 100% | $164,384 | 102% | 100% | $167,671 | 102% | | Mr. Saccaro(2) | — | — | — | — | — | — | — | | Mr. Stevens | $519,000 | 65% | $337,350 | 102% | 100% | $344,097 | 102% | | Mr. Franzi(3) | $525,373 | 85% | $446,567 | 102% | 100% | $455,498 | 102% | | Ms. Knight(4) | $800,000 | 100% | $787,068 | 97% | 101% | $771,091 | 98% | | Mr. Sonig(5) | $725,000 | 90% | $640,781 | 124% | 100% | $794,568 | 124% | | Mr. Toth(6) | $586,301 | 125% | $732,876 | 94% | 106% | $730,238 | 100% |

  86. Mr. Toth

    | 1. | Pursuant to Mr. Grade’s offer letter, his actual total annual incentive amount is prorated based on the number of days worked in 2023 (75 days). |

  87. Mr. Toth

    | 2. | Mr. Saccaro forfeited his 2023 bonus opportunity in connection with his voluntary departure in May 2023. |

  88. Mr. Toth

    | 3. | Mr. Franzi’s base salary has been converted from CHF to USD using the exchange rate as of December 31, 2023 (1 CHF = 1.188 USD). Pursuant to the terms of the 2023 annual incentive plan, his actual total annual incentive payout for 2023 is a prorated using the number of days worked in 2023 (211 days). |

  89. Mr. Toth

    | 6. | Pursuant to Mr. Toth’s offer letter, his actual total annual incentive amount is prorated based on the number of days worked in 2023 (214 days). Additionally, the individual performance assessment for Mr. Toth was further adjusted to align his payout to that of the employees in the Kidney Care segment (consistent with the performance of such segment). |

  90. Long-Term Incentive Plan

    Long-Term Incentive Plan

  91. Overview

    Overview LTI grants are a significant component of each NEO’s compensation package. In 2023, 76% of the total target direct compensation provided to the CEO and an average of 62% of the total target direct compensation provided to all other NEOs was LTI-based. The emphasis on LTI grants motivates executives to drive the long-term performance of the company and aligns their long-term interests with those of stockholders. This alignment is furthered by requiring executive officers to satisfy the stock ownership guidelines discussed in the section below “—Additional Compensation Governance—Stock Ownership Guidelines for Executive Officers.” Similar to the approach taken with respect to base salaries and the annual incentive target awards, the CHC Committee (or the independent members of the Board, in the case of the CEO) determines target annual LTI grant values using competitive compensation data from the annual total compensation study of the Compensation Peer Group to inform its decisions. The CHC Committee applies judgment and discretion, taking into account not only competitive market data, but also factors such as company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning. The same factors that influence the setting of base salaries and annual incentive target awards also impact the establishment of the target annual LTI grant values.

  92. LTI Grant Structure

    LTI Grant Structure Consistent with 2022, Baxter’s annual LTI grants for NEOs in 2023 generally consisted of 50% PSUs, 25% RSUs and 25% stock options. The company also occasionally makes off-cycle LTI grants to NEOs for recognition, recruitment and retention purposes and, as discussed above, utilizes LTI grants as a primary vehicle to attract and retain high performing executives. In general, the CHC Committee views one-time performance- and service-based LTI grants as appropriate in limited circumstances and avoids their use to the extent such grants would be inconsistent with the company’s pay-for-performance philosophy. See “—Grants for Interim Roles” and “—Hiring Grants for New Executives” below for additional information on off-cycle LTI grants.

  93. 2023 Annual LTI Grants

    2023 Annual LTI Grants For 2023, the CHC Committee (or the independent members of the Board, in the case of the CEO) generally made target annual LTI grants in the form of 50% PSUs, 25% RSUs and 25% in stock options to each NEO as outlined in the table below. Mr. Almeida’s equity grant target remained unchanged from the prior year.

  94. 2023 Annual LTI Grants

    | NEO | 2023 Target Annual LTI Grant Value(1) | # of PSUs (50% of Target Annual LTI Grant Value)(2) | # of Restricted Stock Units (25% of Target Annual LTI Grant Value)(3) | # of Stock Options (25% of Target Annual LTI Grant Value)(4) | | Mr. Almeida | $11,000,000 | 135,769 | 67,884 | 281,445 | | Mr. Grade(5) | — | — | — | — | | Mr. Saccaro | $3,600,000 | 44,433 | 22,217 | 92,109 | | Mr. Stevens(6) | $550,000 | 3,394 | 6,788 | 14,072 | | Mr. Franzi | $2,500,000 | 30,857 | 15,428 | 63,965 | | Ms. Knight | $3,500,000 | 43,199 | 21,600 | 89,551 | | Mr. Sonig | $2,500,000 | 30,857 | 15,428 | 63,965 | | Mr. Toth(7) | — | — | — | — |

  95. 2023 Annual LTI Grants

    | 1. | The grant date for the 2023 annual LTI grants (for all NEOs other than Messrs. Grade and Toth) was March 1, 2023. |

  96. 2023 Annual LTI Grants

    | 2. | Reflects the target number of PSUs granted. The actual number of shares earned, if any, will be determined after the three-year performance period ending on December 31, 2025. The target number of PSUs is calculated based on the five-day average of Baxter’s closing share prices beginning two weeks before the grant date and ending one week prior to the grant date (Average Share Price). The target grant value attributable to the 2023 PSUs differs from the value disclosed in the Summary Compensation Table and Grants of Plan-Based Awards table below, which uses the accounting values including a Monte Carlo valuation for TSR PSUs. |

  97. 2023 Annual LTI Grants

    | 3. | The number of RSUs is calculated based on the Average Share Price. |

  98. 2023 Annual LTI Grants

    | Executive Compensation | 53 | | | |

  99. 2023 Annual LTI Grants

    | 4. | The number of stock options is calculated based on a Black-Scholes valuation incorporating the Average Share Price. |

  100. 2023 Annual LTI Grants

    | 5. | Mr. Grade was hired on October 18, 2023, which is after the annual equity grant date. Thus, he did not receive a 2023 annual LTI grant. |

  101. 2023 Annual LTI Grants

    | 6. | Mr. Stevens’ equity mix for the 2023 LTI grants was 25% in PSUs, 50% in RSUs and 25% in stock options. His mix is reflective of senior leaders who do not permanently report to the CEO. This grant was made prior to his interim CFO appointment. |

  102. 2023 Annual LTI Grants

    | 7. | Mr. Toth was hired on June 1, 2023, which is after the annual equity grant date. Thus, he did not receive a 2023 annual LTI grant. |

  103. 2023 Annual LTI Grants

    2023 Annual PSU Grants. In order to maintain focus on Baxter’s long-range objectives and balance between key internal metrics and performance relative to its industry peers, the 2023 PSU grants have the three performance metrics and weightings as shown in the table below, with the actual payouts ranging between 0% and 200% of target for each performance metric depending on actual company performance. The performance period for each performance metric is three years and runs from January 1, 2023 through December 31, 2025.

  104. 2023 Annual LTI Grants

    | Performance Metric | Weighting(1) | | Relative TSR against the TSR performance of the companies in the S&P 500 Healthcare Equipment & Services Index | 33-1/3% | | Adjusted Net Sales CAGR over three-year performance period(2) | 33-1/3% | | Adjusted ROIC over three-year performance period(3) | 33-1/3% |

  105. 2023 Annual LTI Grants

    | 1. | Additional shares that do not round equally are first applied to the Adjusted ROIC PSUs and then to the Adjusted Net Sales CAGR PSUs. |

  106. 2023 Annual LTI Grants

    | 2. | Adjusted Net Sales means “net sales” of the company that shall be (i) computed on a constant currency basis using the average foreign exchange rates in each applicable jurisdiction for the calendar year immediately preceding the grant date and (ii) adjusted to exclude the revenue for any business or asset acquisition or divestiture with annualized revenue of greater than $75 million at the time of the acquisition or divestiture. Adjusted Net Sales CAGR performance is calculated by taking the Adjusted Net Sales for the last calendar year of the three-year performance period and comparing it against Adjusted Net Sales for the calendar year immediately preceding the grant date. For previously granted PSUs with a performance period that ran between January 1, 2021 and December 31, 2023, this amount was adjusted to exclude BPS related revenue for the three-month period following the company’s divestiture of that business. |

  107. 2023 Annual LTI Grants

    | 3. | Adjusted ROIC performance is calculated by first determining the annual Adjusted ROIC performance target for each of the three calendar years in the performance period and then determining the simple average Adjusted ROIC performance over the three-year performance period. Adjusted ROIC performance is measured by considering each applicable calendar year’s adjusted operating income less adjusted income tax expense, divided by average invested capital and adjusted for any business or asset acquisition or divestiture with annualized revenue of greater than $75 million at the time of the acquisition or divestiture. For previously granted PSUs with a performance period that ran between January 1, 2021 and December 31, 2023, this amount was adjusted for the BPS divestiture. |

  108. 2023 Annual LTI Grants

    The performance and payout schedule for 2023-2025 Relative TSR PSUs is provided below:

  109. 2023 Annual LTI Grants

    | Peer Group Achievement Level | Payout as a % of Target | | 80th Percent Rank or higher | 200% | | 50th Percent Rank | 100% | | 35th Percent Rank | 50% | | Below 35th Percent Rank | 0% |

  110. 2023 Annual LTI Grants

    Payout between each percent rank is based on linear interpolation. Additionally, if Baxter’s TSR is negative at the end of the three-year performance period, the maximum PSU payout will be capped at 100%. Similarly, the payout ranges for PSUs earned for Adjusted Net Sales CAGR and Adjusted ROIC are outlined below. Payout for performance between the ranges is based on linear interpolation and performance below threshold results in a 0% payout.

  111. 2023 Annual LTI Grants

    | Payout Range (Adjusted Net Sales CAGR/Adjusted ROIC) | Payout as a % of Target | | Maximum | 200% of target | | Target | 100% of target | | Threshold | 50% of target | | Below Threshold | 0% of target |

  112. 2023 Annual LTI Grants

    | 54 | Executive Compensation |

  113. 2023 Annual LTI Grants

    The CHC Committee sets the financial performance targets for the Adjusted Net Sales CAGR and Adjusted ROIC performance metrics taking into consideration Baxter’s long-range plan. Specific financial targets are not disclosed on a prospective basis. Prospectively disclosing these specific targets would provide competitors and others with insights into the company’s confidential planning processes and strategies and potentially competitively harm the company. The financial performance targets are designed to be challenging and there is a risk the company will not achieve threshold or target performance, resulting in either no shares being earned or shares being earned below target. When dividends are paid on Baxter’s common stock, DEUs accrue on unvested PSUs during the performance period and are paid out upon vesting of such PSUs based on the number of shares actually earned. 2023 Annual Stock Option and RSU Grants. All annual stock options and RSUs granted to NEOs in 2023 vest ratably over a three-year period, starting on the first anniversary of the grant date. The exercise price for all stock option grants equals the closing price of Baxter’s common stock on the grant date.

  114. 2021—2023 PSU Performance

    2021—2023 PSU Performance In February 2024, the CHC Committee certified the final results for PSU awards granted to NEOs on March 3, 2021 for the performance period of January 1, 2021—December 31, 2023, which vested on February 12, 2024 (the 2021 PSUs). The chart below details the applicable performance metrics, weightings, targets, certified performance results and payout as a percentage of target shares. The payout for performance between the ranges is based on linear interpolation. Performance below threshold would result in a 0% payout for that performance metric, while performance at or above maximum would result in a 200% payout. The CHC Committee did not apply any discretion to adjust the final performance achievement for the 2021 PSUs.

  115. 2021—2023 PSU Performance

    | Performance Metric | Weighting | | Relative TSR against the TSR performance of the companies in the Dow Jones Medical Equipment Index | 33-1/3% | | Adjusted ROIC | 33-1/3% | | Adjusted Net Sales CAGR | 33-1/3% |

  116. 2021—2023 PSU Performance

    | Performance Metric | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Result | Payout as a % of Target | | Relative TSR against the TSR performance of the companies in the Dow Jones Medical Equipment Index | 33-1/3% | 35th Percent Rank | 50th Percent Rank | 80th Percent Rank | 27.5th Percent Rank | 0% | | Adjusted ROIC | 33-1/3% | 10.0% | 12.5% | 15.0% | 10.9% | 68% | | Adjusted Net Sales CAGR | 33-1/3% | 2.9% | 4.8% | 6.7% | 3.4% | 65% | | | Weighted Payout as a % of Target | | | | | 44% |

  117. 2021—2023 PSU Performance

    | 1. | The TSR PSUs described in this section are measured for the company and companies in the Dow Jones Medical Equipment Index based on the following formula: average closing stock price over the last twenty consecutive trading days of the performance period end date (December 31, 2023) minus average closing stock price over the last twenty consecutive trading days immediately preceding the commencement of the performance period (January 1, 2021) plus reinvested dividends divided by average closing stock price over the last twenty consecutive trading days immediately preceding the commencement of the performance period. |

  118. 2021—2023 PSU Performance

    | Executive Compensation | 55 | | | |

  119. 2021—2023 PSU Performance

    Considering the performance disclosed above, the table below illustrates the target number of 2021 PSUs and final number of shares earned for each NEO, including the additional earned shares because of DEUs.

  120. 2021—2023 PSU Performance

    | NEO | Target # of PSUs | # of Shares Earned | | Mr. Almeida | 70,010 | 32,885 | | Mr. Grade(1) | N/A | N/A | | Mr. Saccaro(2) | N/A | N/A | | Mr. Stevens | 1,750 | 822 | | Mr. Franzi(2) | N/A | N/A | | Ms. Knight | 2,188 | 1,028 | | Mr. Sonig(1) | N/A | N/A | | Mr. Toth(1) | N/A | N/A |

  121. 2021—2023 PSU Performance

    | 1. | Messrs. Grade, Sonig and Toth joined Baxter after the beginning of the performance cycle. |

  122. 2021—2023 PSU Performance

    | 2. | Messrs. Saccaro and Franzi forfeited their 2021 PSUs in connection with their 2023 departures. |

  123. Grants for Interim Roles

    | • | In connection with Mr. Franzi’s interim leadership of the new Kidney Care segment prior to Mr. Toth’s hire, the CHC Committee approved a $1,000,000 target grant value award consisting of 24,985 RSUs, granted on March 1, 2023 and scheduled to vest 100% on the third anniversary of the grant date. Consistent with the terms of each award at grant, vesting accelerated in connection with Mr. Toth’s appointment and Mr. Franzi’s departure from the company. |

  124. Grants for Interim Roles

    | • | In connection with Mr. Stevens assuming interim CFO responsibilities due to Mr. Saccaro’s voluntary departure, the CHC Committee approved an RSU grant with a grant date of June 1, 2023 and a target grant value of $250,000, consisting of 5,909 RSUs scheduled to vest in full on the second anniversary of the grant date, in the interest of helping to ensure the stability of the Finance organization during this transition period. Further recognizing the critical role Mr. Stevens would play in the transition of CFO responsibilities to Mr. Grade and in recognition of the critical nature of his continuing role as Chief Accounting Officer, Mr. Stevens received an RSU grant on December 1, 2023 (in connection with Mr. Grade’s appointment) with a $500,000 target grant value consisting of 13,994 RSUs scheduled to vest 100% on the third anniversary of the grant date. |

  125. Hiring Grants for New Executives

    | • | A $1,000,000 target grant value for Mr. Grade consisting of 27,988 RSUs that vest one-third per year on the first three anniversaries of the grant date. |

  126. Hiring Grants for New Executives

    | • | A grant for Mr. Grade in lieu of his annual equity grant, considering senior leadership’s 2023 annual equity grant mix of 50% PSUs, 25% RSUs and 25% stock options, with a target grant value of $3,600,000 consisting of 50,378 PSUs, 25,189 RSUs and 102,273 stock options. Mr. Grade’s RSUs and stock options are scheduled to vest one-third per year on the anniversary of the grant dates, and the PSUs were approved in September 2023, but will vest based on the same performance metrics and on the same schedule as the March 2023 annual PSU grants (following CHC Committee certification after the end of the three-year performance period (December 31, 2025)) in early 2026. |

  127. Hiring Grants for New Executives

    | • | A $4,500,000 target value grant for Mr. Toth consisting of 106,358 RSUs that vests one-third per year on the first three anniversaries of the grant date (which grant is subject to accelerated vesting upon the occurrence of certain events, as described in “—Employment Arrangements, Executive Severance Plan and Change in Control Agreements” below). |

  128. Employment Arrangements, Executive Severance Plan and Change in Control Agreements

    Employment Arrangements, Executive Severance Plan and Change in Control Agreements In July 2023, Mr. Almeida entered into an amended offer letter (Almeida Offer Letter) governing the terms and conditions of his employment. Under the terms of the Almeida Offer Letter (which is now evergreen), Mr. Almeida is entitled to receive two times base salary and target annual incentive and certain health and welfare benefit coverage in the event that his employment with Baxter is terminated by Baxter other than for cause or by Mr. Almeida for good reason before December 31, 2023. In conjunction with the renewal of his offer letter, the Board granted Mr. Almeida the ability to use the company aircraft or, if unavailable, charter aircraft, for personal use of up to 50 hours each calendar year. Any personal use in excess of the 50 hours each calendar year will be reimbursed by Mr. Almeida pursuant to the Aircraft Time Sharing Agreement in place between Mr. Almeida and the company and based on rates set by the Federal Aviation Regulations. Mr. Toth entered into an offer letter dated as of April 22, 2023 that states with regard to his sign-on cash bonus that in addition to normal provisions of sign-on bonus repayment, he will not be responsible for repayment if: (i) by December 31, 2024, the Kidney Care business does not emerge as a separately publicly traded company; or (ii) in connection with the consummation of the proposed business separation, he is not appointed as Chief Executive Officer of the Kidney Care business.

  129. Employment Arrangements, Executive Severance Plan and Change in Control Agreements

    | Executive Compensation | 57 | | | |

  130. Employment Arrangements, Executive Severance Plan and Change in Control Agreements

    Mr. Toth’s offer letter also includes provisions for his new RSU equity grant that provide for its accelerated vesting in full if (i) his employment with Baxter is involuntarily terminated (other than due to the business separation) without cause (ii) by December 31, 2024, the Kidney Care business does not emerge as a separately publicly traded company; or (iii) if in connection with the consummation of the proposed business separation, he is not appointed as Chief Executive Officer of the Kidney Care business. Mr. Franzi entered into an employment contract, dated as of June 8, 2017, governing the terms and conditions of his employment. Under the contract, Mr. Franzi was entitled to receive 18 months’ base salary and target annual incentive as severance, reduced by any severance benefit payable under any applicable Baxter plan, including his change in control agreement (as discussed below), in the event that his employment with Baxter was terminated by Baxter other than for breach of law, regulation or Baxter policy. For U.S.-based executives, the company generally executes an offer of employment before an executive joins the company and an offer letter if the executive is promoted. The offer describes the basic terms of the executive’s employment, including his or her start date, title, annual base salary, annual incentive target and long-term incentive equity award target. Stock ownership guidelines and perquisites are also included, if applicable. Except as described herein with respect to Messrs. Almeida, Franzi and Toth, the other NEOs have entered into a standard offer letter with the company, the material terms of which have been described herein. The company maintains an executive severance plan for all U.S.-based executives (other than the CEO) (Executive Severance Plan), including Messrs. Grade, Sonig, Stevens and Toth and Ms. Knight. Mr. Almeida is excluded since he is covered under the terms and conditions of his amended offer letter. Generally, the Executive Severance Plan provides for certain severance benefits upon an involuntary termination for any reason other than due to death, disability, or for cause equal to 1.5 times the sum of the NEO’s annual base salary and target annual incentive as well as a payment for health and welfare coverage and reimbursement for outplacement services. If within twelve months of an executive’s termination of employment the executive violates any obligations under an employment agreement, restrictive covenant or similar agreement, or it is determined that the executive could have been terminated for cause, then the executive will be required to repay all amounts received and future payments will cease. Beginning in February 2023, each continuing NEO became subject to an executive cash severance policy that limits cash severance benefits to 2.99 times the sum of the NEO’s base salary plus target annual bonus opportunity. Payments cannot exceed this threshold without prior stockholder ratification or approval. Additionally, each NEO (other than Messrs. Franzi and Saccaro in light of their departures) is a party to a change in control (CIC) agreement, which provides for certain severance payments if Baxter undergoes a CIC and the NEO ceases to be employed. Providing for payments in a CIC situation is consistent with market practice and helps to ensure that if a CIC is in the best interests of the company’s stockholders (as determined by the Board), the NEOs have appropriate incentives to remain focused on their responsibilities before, during and after the transaction without undue concern for their personal circumstances. For a more detailed discussion of these arrangements, please refer to the information under “Executive Compensation Tables—Potential Payments Upon Termination or Following a Change in Control.”

  131. Risk Assessment of Compensation Policies and Practices

    | • | appropriate pay philosophy, peer group and market positioning; |

  132. Risk Assessment of Compensation Policies and Practices

    | • | effective balance in cash and equity mix, short- and long-term focus, corporate, business unit and individual performance focus and financial and non-financial performance measurement and discretion; and |

  133. Prohibitions on Trading; No-Hedging

    | • | Same-day or short-term trading (i.e., “day trading”) of company stock. |

  134. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table shows compensation provided to the NEOs for the years indicated below.

  135. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7) | All Other Compensation ($)(8) | Total | | José E. Almeida Chair of the Board, President and Chief Executive Officer | 2023 | 1,300,000 | — | 7,527,469 | 2,635,170 | 2,187,900 | — | 136,132 | 13,786,671 | | | 2022 | 1,300,000 | — | 8,730,301 | 2,760,487 | 675,675 | — | 121,773 | 13,588,236 | | | 2021 | 1,300,000 | — | 6,476,195 | 5,443,374 | 2,364,863 | — | 50,302 | 15,634,734 | | Joel Grade Executive Vice President and Chief Financial Officer | 2023 | 164,384 | — | 3,636,661 | 902,897 | 167,671 | — | 4,608 | 4,876,222 | | James K. Saccaro Former Executive Vice President and Chief Financial Officer | 2023 | 354,628 | — | 2,463,534 | 862,417 | — | — | 25,174 | 3,705,753 | | | 2022 | 834,638 | — | 6,099,090 | 903,428 | 267,750 | — | 102,263 | 8,207,169 | | | 2021 | 757,142 | — | 1,551,519 | 1,286,620 | 797,052 | — | 66,182 | 4,458,515 | | Brian C. Stevens Senior Vice President, Chief Accounting Officer & Controller and Former Interim Chief Financial Officer | 2023 | 517,471 | 350,000 | 1,142,141 | 131,756 | 344,097 | — | 43,836 | 2,529,301 | | Cristiano Franzi(1) Former Senior Vice President and President, EMEA | 2023 | 525,373 | — | 2,674,998 | 598,904 | 455,498 | — | 2,630,134 | 6,884,907 | | | 2022 | 824,415 | — | 3,263,287 | 690,122 | 310,475 | — | 169,217 | 5,257,516 | | | 2021 | 809,079 | — | 1,412,782 | 1,237,135 | 782,424 | — | 165,946 | 4,407,366 | | Heather Knight Executive Vice President and Group President, Medical Products & Therapies | 2023 | 791,507 | — | 2,395,122 | 838,466 | 771,091 | — | 64,057 | 4,860,243 | | Alok Sonig Executive Vice President and Group President, Pharmaceuticals | 2023 | 725,000 | — | 1,710,802 | 598,904 | 794,568 | — | 36,759 | 3,866,033 | | Christopher Toth Executive Vice President and Group President, Kidney Care | 2023 | 586,301 | 3,200,000 | 4,385,140 | — | 730,238 | — | 738,636 | 9,640,315 |

  136. 2023 Summary Compensation Table

    | 1. | The 2023 amounts reported in this table for Mr. Franzi that are paid in CHF have been converted to USD using the December 31, 2023 exchange rate (1 CHF = 1.188 USD). The 2022 amounts reported in this table for Mr. Franzi were converted to USD using the December 31, 2022 exchange rate (1 CHF = 1.0827 USD). The 2021 amounts reported in this table for Mr. Franzi were converted using the December 31, 2021 exchange rate (1 CHF = 1.0925 USD). |

  137. 2023 Summary Compensation Table

    | 2. | Amounts shown in this column represent base salary actually earned in the applicable year. For additional information regarding each NEO’s salary for 2023, see “Compensation Discussion and Analysis—Elements of Executive Compensation—Base Salary—2023 Actions.” For Mr. Saccaro, $5,312.50 of the amount shown for 2023 represents accrued but unused paid time off which was paid due to his departure in May 2023. |

  138. 2023 Summary Compensation Table

    | 3. | Amounts shown for 2023 represent (i) for Mr. Stevens, a monthly cash bonus of $50,000 per month paid in arrears for each month of service as Interim CFO (from June 2023 through December 2023) and (ii) for Mr. Toth, a $3,200,000 cash sign-on bonus in connection with his hiring, to compensate Mr. Toth for a portion of equity due to vest in the near term, as well as loss of bonus with his former employer, and increased costs due to his work location in Deerfield, Illinois prior to his permanent relocation to the proposed Kidney Care business headquarters. See “Compensation Discussion and Analysis—Elements of Executive Compensation—Employment Arrangements, Executive Severance Plan and Change in Control Agreements” for additional information regarding Mr. Toth’s sign-on bonus. |

  139. 2023 Summary Compensation Table

    | 4. | Amounts shown for 2023 represent the grant date fair value of TSR PSUs, Adjusted ROIC PSUs and Adjusted Net Sales CAGR PSUs granted in 2023 and the grant date fair value of RSUs granted in 2023. Amounts shown for 2022 represent the grant date fair value of TSR PSUs, Adjusted ROIC PSUs and Adjusted Net Sales CAGR PSUs granted in 2022. Amounts shown for 2021 represent the grant date fair value of TSR PSUs, Adjusted ROIC PSUs and Adjusted Net Sales CAGR PSUs granted in 2021, and Adjusted Operating Margin grants deemed granted that pertain to annual PSU grants made in 2019. PSU awards reflect the grant date fair value computed in accordance with FASB ASC Topic 718. Refer to Note 9 to the |

  140. 2023 Summary Compensation Table

    | Executive Compensation | 61 | | | |

  141. 2023 Summary Compensation Table

    | Consolidated Financial Statements included in the 2023 Form 10-K for a discussion of how grant date fair value of PSU awards were calculated. DEUs accrue on the unvested PSUs included in this table but are paid only if the underlying awards vest. The grant date fair value for the maximum performance of the PSUs granted in 2023 is as follows: $8,411,357 for Mr. Almeida; $2,752,774 for Mr. Saccaro; $210,286 for Mr. Stevens; $2,920,610 for Mr. Grade; $1,911,726 for Mr. Franzi; $2,676,354 for Ms. Knight; and $1,911,726 for Mr. Sonig. For further information on these awards, see the “—2023 Grants of Plan-Based Awards” table. |

  142. 2023 Summary Compensation Table

    | 5. | Amounts shown in this column represent the value of Baxter stock options based on the grant date fair value computed in accordance with FASB ASC Topic 718. For more information on how these amounts are calculated, please see Note 9 to the Consolidated Financial Statements included in the 2023 Form 10-K. For further information on these awards, see the “—2023 Grants of Plan-Based Awards” table. |

  143. 2023 Summary Compensation Table

    | 6. | Amounts shown in this column represent annual incentives paid for performance in the applicable year. The methodology applied in determining the annual incentive amounts earned by the NEOs is discussed under “Compensation Discussion and Analysis—Elements of Executive Compensation—Annual Incentive Plan.” For 2023, Mr. Saccaro received no annual incentive award as he resigned in May 2023. |

  144. 2023 Summary Compensation Table

    | 7. | The amounts shown in this column represent the aggregate of the increase in actuarial values of the NEO’s benefits under the company’s pension plan and supplemental pension plan. For 2023, due to Mr. Saccaro’s termination and commencement of his Supplemental Pension Plan benefit, there is a decrease in the actuarial value of Mr. Saccaro’s benefits under the company’s Pension Plan and Supplemental Pension Plan of $255,462. Note that no value is shown for the decrease in present value on the Summary Compensation Table. Although a participant in the pension plans, Mr. Saccaro was not eligible to accrue additional benefits under the pension plans. None of Messrs. Almeida, Franzi, Grade, Sonig, Stevens and Toth and Ms. Knight are or were eligible to participate in the pension plans. For more information on these pension benefits, see the “ —2023 Pension Benefits” table below. |

  145. 2023 Summary Compensation Table

    | 8. | Amounts shown in this column represent (i) the dollar value of term life insurance premiums paid by the company on behalf of the NEOs in the United States and supplemental health insurance payments for Mr. Franzi; (ii) a company paid car allowance, child education allowance and a termination payment made to Mr. Franzi pursuant to his July 2023 termination; (iii) contributions made by the company to the 401(k) Plan for Messrs. Almeida, Saccaro, Sonig, Stevens and Toth and Ms. Knight, and Swiss retirement plan contributions for Mr. Franzi; and (iv) contributions made by the company to the Deferred Compensation Plan for Messrs. Saccaro, Stevens, and Ms. Knight. Deferred Compensation Plan and 401(k) Plan contributions on behalf of Messrs. Almeida, Sonig, Stevens and Toth and Ms. Knight include an additional employer contribution equal to 3% of eligible compensation as a result of their ineligibility to participate in, or accumulate additional benefits under, the company’s pension and supplemental pension plans. Mr. Grade only received the additional 3% employer contribution to his 401 (k) Plan as he did not participate in the Deferred Compensation plan in 2023. This additional employer contribution is made to all eligible U.S. employees and attributable to 2023 but credited to accounts in February 2024. Mr. Toth also received $701,836 in relocation benefits (and $10,274 in additional related gross up benefits) related to the sale of his home and relocation to Deerfield, Illinois in order to stabilize his role in preparation of the proposed separation of the Kidney Care business segment. |

  146. 2023 Summary Compensation Table

    The following table quantifies the amounts paid to each NEO in 2023 for the components discussed above that exceed the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for that NEO:

  147. 2023 Summary Compensation Table

    | | Personal Aircraft Usage Allowance ($) | Retirement Plan Contributions ($) | Deferred Compensation Contributions ($) | Relocation Benefits ($) | Termination Payment ($) | | Mr. Almeida | 62,508 | 23,100 | 49,370 | — | — | | Mr. Grade | — | 4,431 | — | — | — | | Mr. Saccaro | — | 13,200 | 11,607 | — | — | | Mr. Stevens | — | 23,100 | 20,268 | — | — | | Mr. Franzi | — | 89,656 | — | — | 2,521,976 | | Ms. Knight | — | 23,100 | 40,291 | — | — | | Mr. Sonig | — | 23,100 | 13,015 | — | — | | Mr. Toth | — | 18,946 | 7,062 | 701,836 | — |

  148. 2023 Summary Compensation Table

    | 62 | Executive Compensation | | | |

  149. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table summarizes grants of plan-based awards to NEOs in 2023.

  150. 2023 Grants of Plan-Based Awards

    | Name | Grant Date | CHC Committee Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payments Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Sh)(3) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mr. Almeida | | | | | | | | | | | | | | Annual Incentive(4) | | | 0 | 2,145,000 | 5,362,500 | | | | | | | | | RSU Grant | 3/1/2023 | 2/13/2023 | | | | | | | 67,884 | | | 2,651,549 | | Stock Option Grant | 3/1/2023 | 2/13/2023 | | | | | | | | 281,445 | 39.06 | 2,635,170 | | 2023 PSU Grant(5) | 3/1/2023 | 2/13/2023 | | | | 67,885 | 135,769 | 271,538 | | | | 4,875,920 | | Mr. Grade | | | | | | | | | | | | | | Annual Incentive(4) | | | 0 | 164,384 | 410,959 | | | | | | | | | RSU Grant #1(7) | 12/1/2023 | 9/19/2023 | | | | | | | 25,189 | | | 920,658 | | RSU Grant #2(7) | 12/1/2023 | 9/19/2023 | | | | | | | 27,988 | | | 1,022,961 | | Stock Option Grant | 12/1/2023 | 9/19/2023 | | | | | | | | 102,273 | 36.55 | 902,897 | | 2023 PSU Grant(5) | 12/1/2023 | 9/19/2023 | | | | 25,190 | 50,378 | 100,756 | | | | 1,693,042 | | Mr. Saccaro | | | | | | | | | | | | | | Annual Incentive(4) | | | 0 | 850,000 | 2,125,000 | | | | | | | | | RSU Grant | 3/1/2023 | 2/13/2023 | | | | | | | 22,217 | | | 867,796 | | Stock Option Grant | 3/1/2023 | 2/13/2023 | | | | | | | | 92,109 | 39.06 | 862,417 | | 2023 PSU Grant(4) | 3/1/2023 | 2/13/2023 | | | | 22,218 | 44,433 | 88,866 | | | | 1,595,738 | | Mr. Stevens | | | | | | | | | | | | | | Annual Incentive(4) | | | 0 | 337,350 | 843,375 | | | | | | | | | RSU Grant #1 | 3/1/2023 | 2/13/2023 | | | | | | | 6,788 | | | 265,139 | | RSU Grant #2(6) | 6/1/2023 | 5/6/2023 | | | | | | | 5,909 | | | 243,628 | | RSU Grant #3(6) | 12/1/2023 | 10/11/2023 | | | | | | | 13,994 | | | 511,481 | | Stock Option Grant | 3/1/2023 | 2/13/2023 | | | | | | | | 14,072 | 39.06 | 131,756 | | 2023 PSU Grant(5) | 3/1/2023 | 2/13/2023 | | | | 1,698 | 3,394 | 6,788 | | | | 121,893 | | Mr. Franzi | | | | | | | | | | | | | | Annual Incentive(4) | | | 0 | 446,567 | 1,116,417 | | | | | | | | | RSU Grant #1 | 3/1/2023 | 2/13/2023 | | | | | | | 15,428 | | | 602,618 | | RSU Grant #2(6) | 3/1/2023 | 2/13/2023 | | | | | | | 24,685 | | | 964,196 | | Stock Option Grant | 3/1/2023 | 2/13/2023 | | | | | | | | 63,965 | 39.06 | 598,904 | | 2023 PSU Grant(5) | 3/1/2023 | 2/13/2023 | | | | 15,429 | 30,857 | 61,714 | | | | 1,108,184 | | Ms. Knight | | | | | | | | | | | | | | Annual Incentive(4) | | | 0 | 787,068 | 1,967,671 | | | | | | | | | RSU Grant | 3/1/2023 | 2/13/2023 | | | | | | | 21,600 | | | 843,696 | | Stock Option Grant | 3/1/2023 | 2/13/2023 | | | | | | | | 89,551 | 39.06 | 838,466 | | 2023 PSU Grant(5) | 3/1/2023 | 2/13/2023 | | | | 21,600 | 43,199 | 86,398 | | | | 1,551,426 | | Mr. Sonig | | | | | | | | | | | | | | Annual Incentive(4) | | | 0 | 640,781 | 1,601,952 | | | | | | | | | RSU Grant | 3/1/2023 | 2/13/2023 | | | | | | | 15,428 | | | 602,618 | | Stock Option Grant | 3/1/2023 | 2/13/2023 | | | | | | | | 63,965 | 39.06 | 598,904 | | 2023 PSU Grant(5) | 3/1/2023 | 2/13/2023 | | | | 15,429 | 30,857 | 61,714 | | | | 1,108,184 | | Mr. Toth | | | | | | | | | | | | | | Annual Incentive(4) | | | 0 | 732,877 | 1,832,192 | | | | | | | | | RSU Grant(7) | 6/1/2023 | 4/21/2023 | | | | | | | 106,358 | | | 4,385,140 |

  151. 2023 Grants of Plan-Based Awards

    | 1. | All stock option awards made in 2023 are non-qualified stock options. Stock options and RSUs vest ratably (33-1/3% per year) over the three-year vesting period beginning on the grant date, except for Mr. Stevens’s RSU Grant #2 which is scheduled to vest 100% on the second anniversary of the grant date, Mr. Stevens’s RSU Grant #3 is scheduled to vest 100% on the third anniversary of the grant date and Mr. Franzi’s RSU Grant #2, which vested in full upon his involuntary termination in July 2023. |

  152. 2023 Grants of Plan-Based Awards

    | Executive Compensation | 63 | | | |

  153. 2023 Grants of Plan-Based Awards

    | 2. | The option exercise prices reflect the closing price of Baxter’s common stock on the grant date. |

  154. 2023 Grants of Plan-Based Awards

    | 3. | The amounts in this column represent the grant date fair value, as determined in accordance with FASB ASC Topic 718. |

  155. 2023 Grants of Plan-Based Awards

    | 4. | The amounts shown represent award opportunities under Baxter’s 2023 annual incentive at threshold, target and maximum payouts incorporating both financial and individual performance. The threshold, target and maximum incentive opportunity for financial performance is 50% of target, 100% of target and 200% of target, respectively. The financial performance is multiplied by an NEO’s individual performance assessment, which ranges between 0%—125% and is based as an initial matter on the company’s performance versus key 2023 strategic priorities, including various ESG measures. Pursuant to Mr. Grade’s offer letter, his 2023 target annual incentive is prorated based on the number of days he worked for Baxter in 2023 (75 days). Pursuant to Mr. Toth’s offer letter, his 2023 target annual incentive is prorated based on the number of days he worked for Baxter in 2023 (214 days). Mr. Franzi’s annual incentive opportunity has been converted from CHF to USD using the December 31, 2023 exchange rate (1 CHF = 1.188 USD) and is prorated based on the number of days worked for Baxter in 2023 (211 days). Ms. Knight’s 2023 target annual incentive is prorated based on the number of days spent at her prior annual incentive target (59 days) and the number of days spent at her annual incentive target in connection with her appointment as Executive Vice President and Group President, Medical Products and Therapies (306 days). Mr. Sonig’s 2023 target annual incentive is prorated based on the number of days spent at his prior annual incentive target (59 days) and the number of days spent at his annual incentive target in connection with his appointment as Executive Vice President and Group President, Pharmaceuticals (306 days). The actual annual incentive paid to each NEO for 2023 performance is reported in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. |

  156. 2023 Grants of Plan-Based Awards

    | 5. | PSUs will be paid out in shares of Baxter common stock based on performance against Relative TSR, Adjusted ROIC and Adjusted Net Sales CAGR metrics during the three-year performance period ending on December 31, 2025. For more information on how these payouts are determined, please see “Compensation Discussion and Analysis—Long-Term Incentive Plan—2023 Annual LTI Grants—2023 Annual PSU Grants”. |

  157. 2023 Grants of Plan-Based Awards

    | 6. | Messrs. Stevens and Franzi each received RSU grants in 2023 for their interim leadership positions. For more information on these RSU grants, please see “Compensation Discussion and Analysis—Long-Term Incentive Plan—Grants for Interim Roles”. |

  158. 2023 Grants of Plan-Based Awards

    | 7. | Messrs. Grade and Toth each received grants in 2023 in connection with joining Baxter: Mr. Grade received a stock option grant, an RSU grant (referred to as RSU Grant #1 in the table above) and a PSU grant, representative of his annual equity grant mix, and a sign-on RSU grant (referred to as RSU Grant #2 in the table above) that was provided as a replacement of equity that was due to vest from his former employer. His stock options, RSU Grant #1 and RSU Grant #2 are scheduled to vest ratably over three years. The PSU grant was approved in October 2023, but its performance period, metrics and targets are the same as the 2023 annual PSU grants described above. Mr. Toth received an RSU grant that was provided as a replacement of lost long-term incentive opportunities at his prior employer. This RSU grant is scheduled to vest ratably over three years, subject to certain accelerated vesting conditions. See “Compensation Discussion and Analysis—Elements of Executive Compensation—Employment Arrangements, Executive Severance Plan and Change in Control Agreements” for additional information regarding Mr. Toth’s RSU grant. |

  159. 2023 Grants of Plan-Based Awards

    | 64 | Executive Compensation | | | |

  160. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table summarizes equity awards outstanding for the NEOs as of December 31, 2023.

  161. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)3, 4, 5 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)3, 4, 5 | | Mr. Almeida | 10/28/2015 | 720,000 | | 37.25 | 10/28/2025 | | | | | | | 3/2/2017 | 534,759 | | 50.77 | 3/2/2027 | | | | | | | 3/1/2018 | 373,435 | | 66.31 | 3/1/2028 | | | | | | | 2/28/2019 | 342,933 | | 74.73 | 2/28/2029 | | | | | | | 3/20/2020 | 381,437 | | 75.75 | 3/20/2030 | | | | | | | 3/3/2021 | 232,322 | 116,161 | 77.15 | 3/3/2031 | | | | | | | 3/2/2022 | 50,532 | 101,064 | 85.23 | 3/2/2032 | | | | | | | 3/1/2023 | | 281,445 | 39.06 | 3/1/2033 | | | | | | | 3/2/2022 | | | | | 22,615 | 874,307 | | | | | 3/1/2023 | | | | | 68,855 | 2,661,938 | | | | | 3/3/2021 | | | | | | | 32,641 | 1,261,914 | | | 3/2/2022 | | | | | | | 33,922 | 1,311,420 | | | 3/1/2023 | | | | | | | 137,711 | 5,323,916 | | Mr. Grade | 12/1/2023 | | 102,273 | 36.55 | 12/1/2033 | | | | | | | 12/1/2023 | | | | | 27,988 | 1,082,016 | | | | | 12/1/2023 | | | | | 25,189 | 973,807 | | | | | 12/1/2023 | | | | | | | 50,378 | 1,947,613 | | Mr. Saccaro(6) | — | — | — | — | — | — | — | — | — | | Mr. Stevens | 12/3/2018 | 70,000 | | 69.20 | 12/3/2028 | | | | | | | 2/28/2019 | 17,147 | | 74.73 | 2/28/2029 | | | | | | | 3/20/2020 | 15,893 | | 75.75 | 3/20/2030 | | | | | | | 3/3/2021 | 11,616 | 5,808 | 77.15 | 3/3/2031 | | | | | | | 3/2/2022 | 2,756 | 5,513 | 85.23 | 3/2/2032 | | | | | | | 3/1/2023 | | 14,072 | 39.06 | 3/1/2033 | | | | | | | 3/3/2021 | | | | | 614 | 23,744 | | | | | 3/2/2022 | | | | | 2,467 | 95,372 | | | | | 3/2/2022 | | | | | 9,252 | 357,664 | | | | | 3/1/2023 | | | | | 6,885 | 266,178 | | | | | 6/1/2023 | | | | | 5,994 | 231,710 | | | | | 12/1/2023 | | | | | 13,994 | 541,008 | | | | | 3/3/2021 | | | | | | | 816 | 31,553 | | | 3/2/2022 | | | | | | | 925 | 35,774 | | | 3/1/2023 | | | | | | | 3,443 | 133,089 |

  162. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Executive Compensation | 65 | | | |

  163. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)3, 4, 5 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)3, 4, 5 | | Mr. Franzi(6) | — | — | — | — | — | — | — | — | — | | Ms. Knight | 2/28/2019 | 18,861 | | 74.73 | 2/28/2029 | | | | | | | 3/1/2019 | 20,000 | | 75.84 | 3/1/2029 | | | | | | | 3/20/2020 | 20,979 | | 75.75 | 3/20/2030 | | | | | | | 3/3/2021 | 14,520 | 7,260 | 77.15 | 3/3/2031 | | | | | | | 3/2/2022 | 8,269 | 16,538 | 85.23 | 3/2/2032 | | | | | | | 3/1/2023 | | 89,551 | 39.06 | 3/1/2033 | | | | | | | 12/1/2021 | | | | | 13,224 | 511,239 | | | | | 3/3/2021 | | | | | 768 | 29,679 | | | | | 3/2/2022 | | | | | 7,402 | 286,155 | | | | | 3/1/2023 | | | | | 21,909 | 847,002 | | | | | 3/3/2021 | | | | | | | 1,020 | 39,447 | | | 3/2/2022 | | | | | | | 2,776 | 107,303 | | | 3/1/2023 | | | | | | | 43,817 | 1,693,964 | | Mr. Sonig | 9/1/2022 | 8,534 | 17,070 | 56.76 | 9/1/2032 | | | | | | | 3/1/2023 | | 63,965 | 39.06 | 3/1/2033 | | | | | | | 9/1/2022 | | | | | 12,123 | 468,687 | | | | | 3/1/2023 | | | | | 15,649 | 604,979 | | | | | 3/1/2023 | | | | | | | 31,298 | 1,209,997 | | Mr. Toth | 6/1/2023 | | | | | 107,879 | 4,170,621 | | |

  164. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 1. | The chart below represents stock options scheduled to vest as follows (as of December 31, 2023). All of the unvested stock options for each of Mr. Saccaro and Franzi were cancelled effective with his departure in 2023. |

  165. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | March 2024 | September 2024 | December 2024 | March 2025 | September 2025 | December 2025 | March 2026 | December 2026 | Totals | | Mr. Almeida | 260,508 | — | — | 144,347 | — | — | 93,815 | — | 498,670 | | Mr. Grade | — | — | 34,091 | — | — | 34,091 | — | 34,091 | 102,273 | | Mr. Saccaro | — | — | — | — | — | — | — | — | — | | Mr. Stevens | 13,254 | — | — | 7,448 | — | — | 4,691 | — | 25,393 | | Mr. Franzi | — | — | — | — | — | — | — | — | — | | Ms. Knight | 45,379 | — | — | 38,119 | — | — | 29,851 | — | 113,349 | | Mr. Sonig | 21,321 | 8,535 | — | 21,322 | 8,535 | — | 21,322 | — | 81,035 | | Mr. Toth | — | — | — | — | — | — | — | — | — |

  166. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 2. | The amounts in this column represent unvested RSU awards. Amounts shown in this column also include DEUs accrued on the unvested RSUs. The market value is based on the closing price of Baxter common stock on December 29, 2023 ($38.66). These RSUs are scheduled to vest as follows (as of December 31, 2023 and excluding DEUs accrued on the unvested RSUs), except for each of Mr. Saccaro and Franzi, which were cancelled in connection with his departure in 2023. |

  167. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 66 | Executive Compensation | | | |

  168. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | March 2024 | June 2024 | September 2024 | December 2024 | March 2025 | June 2025 | September 2025 | December 2025 | March 2026 | June 2026 | December 2026 | Totals | | Mr. Almeida | 33,528 | — | — | — | 33,528 | — | — | — | 22,628 | — | — | 89,684 | | Mr. Grade | — | — | — | 17,725 | — | — | — | 17,725 | — | — | 17,727 | 53,177 | | Mr. Saccaro | — | — | — | — | — | — | — | — | — | — | — | — | | Mr. Stevens | 4,035 | — | — | — | 12,370 | 5,909 | — | — | 2,263 | — | 13,994 | 38,571 | | Mr. Franzi | — | — | — | — | — | — | — | — | — | — | — | — | | Ms. Knight | 11,497 | — | — | 12,702 | 10,768 | — | — | — | 7,200 | — | — | 42,167 | | Mr. Sonig | 5,142 | — | 5,869 | — | 5,143 | — | 5,869 | — | 5,143 | — | — | 27,166 | | Mr. Toth | — | 35,452 | — | — | — | 35,453 | — | — | — | 35,453 | — | 106,358 |

  169. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 3. | For the grants made on March 3, 2021, amounts represent the actual number and value of shares of common stock that an NEO will receive under the 2021 PSU grant based on performance of Relative TSR, Adjusted ROIC and Adjusted Net Sales and related DEUs, as of December 31, 2023. The final payout under the 2021 PSUs was approximately 44% of target, which is reflected in the number above and vested following CHC Committee certification in February 2024. The market value of the PSUs included in these columns is based on the closing price of Baxter common stock on December 29, 2023 ($38.66). |

  170. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 4. | For the grants made on March 2, 2022, amounts represent the threshold number and value of shares of common stock that an NEO would receive under the 2022 PSU grant based on performance of Relative TSR, Adjusted ROIC and Adjusted Net Sales and related DEUs, as of December 31, 2023. The 2022 PSUs are scheduled to vest following CHC Committee certification after the end of the three-year performance period (December 31, 2024) in early 2025. The market value of the PSUs included in these columns is based on the closing price of Baxter common stock on December 29, 2023 ($38.66). |

  171. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 5. | For the grants made on March 1, 2023 and December 1, 2023, amounts represent the target number and value of shares of common stock that an NEO would receive under the 2023 PSU grant based on performance of Relative TSR, Adjusted ROIC and Adjusted Net Sales and related DEUs, as of December 31, 2023. The 2023 PSUs are scheduled to vest following CHC Committee certification after the end of the three-year performance period (December 31, 2025) in early 2026. The market value of the PSUs included in these columns is based on the closing price of Baxter common stock on December 29, 2023 ($38.66). |

  172. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 6. | Due to Messrs. Saccaro’s and Franzi’s departures during 2023, all outstanding RSUs and PSUs were forfeited and all outstanding options were cancelled as of December 31, 2023. |

  173. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table sets forth stock options exercised and RSUs and PSUs that vested in 2023 for the NEOs.

  174. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Mr. Almeida | — | — | 42,111 | 1,695,771 | | Mr. Grade | — | — | — | — | | Mr. Saccaro | 437,753 | 2,431,321 | 6,985 | 279,704 | | Mr. Stevens | — | — | 3,003 | 118,958 | | Mr. Franzi | — | — | 32,786 | 1,442,931 | | Ms. Knight | — | — | 5,950 | 235,696 | | Mr. Sonig | — | — | 6,014 | 244,165 | | Mr. Toth | — | — | — | — |

  175. 2023 Option Exercises and Stock Vested

    | 1. | Amounts represent the aggregate dollar amount realized upon the exercise of stock options. |

  176. 2023 Option Exercises and Stock Vested

    | 2. | Amounts represent the market value of Baxter RSU and PSUs (and related DEUs), as applicable, on the date of vesting as determined by the closing price of Baxter common stock on the vesting date. |

  177. 2023 Option Exercises and Stock Vested

    | Executive Compensation | 67 | | | |

  178. 2023 Pension Benefits

    2023 Pension Benefits

  179. 2023 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Mr. Almeida | Pension Plan | — | — | — | | | Supplemental Pension Plan | — | — | — | | Mr. Grade | Pension Plan | — | — | — | | | Supplemental Pension Plan | — | — | — | | Mr. Saccaro | Pension Plan | 11 | 273,581 | — | | | Supplemental Pension Plan | 11 | 349,384 | 13,451 | | Mr. Stevens | Pension Plan | — | — | — | | | Supplemental Pension Plan | — | — | — | | Mr. Franzi | Pension Plan | — | — | — | | | Supplemental Pension Plan | — | — | — | | Ms. Knight | Pension Plan | — | — | — | | | Supplemental Pension Plan | — | — | — | | Mr. Sonig | Pension Plan | — | — | — | | | Supplemental Pension Plan | — | — | — | | Mr. Toth | Pension Plan | — | — | — | | | Supplemental Pension Plan | — | — | — |

  180. 2023 Pension Benefits

    | 1. | The amounts in this column have been determined by using pensionable earnings and benefit service through 2023. The present value of this accrued benefit is deemed payable at the earlier of normal retirement (age 65) or the earliest point where it would be unreduced (85 points, where each year of age and Baxter service equals one point). It was calculated as an annuity payable for the life of the participant and the present value of the benefit at the assumed payment age was discounted to the current age as of measurement date. Messrs. Almeida, Grade, Stevens, Franzi, Sonig and Toth and Ms. Knight are not eligible to receive any pension benefits. The present values of the accrued benefits are based on the following assumptions: |

  181. 2023 Pension Benefits

    | Assumption | Value | | Discount Rate | 5.16% for supplemental pension plan benefits and 5.21% for pension plan benefits | | Postretirement Mortality | Pri-2012 mortality table with projected mortality improvements | | Termination/Disability | None assumed | | Retirement Age | Age 65 |

  182. 2023 Pension Benefits

    Other assumptions not explicitly mentioned are the same as those assumptions used for Baxter’s financial reporting. Please refer to Note 13 to the Consolidated Financial Statements included in the 2023 Form 10-K for more information on those assumptions. Baxter’s tax-qualified pension plan is a broad-based retirement income plan. The normal retirement (age 65) benefit equals (i) 1.75 percent of a participant’s “Final Average Pay” multiplied by the participant’s number of years of pension plan participation, minus (ii) 1.75 percent of a participant’s estimated primary social security benefit, multiplied by the participant’s years of pension plan participation. “Final Average Pay” is equal to the average of a participant’s five highest consecutive calendar years of earnings out of his or her last ten calendar years of earnings. In general, the eligible earnings considered in determining the pension includes base salary and annual incentives. Although age 65 is the normal retirement age under the pension plan, the pension plan has early retirement provisions based on a point system. Under the point system, each participant is awarded one point for each year of pension plan participation and one point for each year of age. Participants who terminate employment after accumulating at least 65 points, and who wait to begin receiving their pension plan benefits until they have 85 points, receive an unreduced pension plan benefit regardless of their actual age when they begin receiving their pension plan benefits. Effective December 31, 2022, the pension plan was frozen. The accrued benefit payable as of an employee’s normal retirement date was frozen and no additional years of benefit service, changes in final average pay, or estimated Social Security benefit will be included in the calculation of the accrued benefit after December 31, 2022.

  183. 2023 Pension Benefits

    | 68 | Executive Compensation | | | |

  184. 2023 Pension Benefits

    Baxter’s supplemental pension plan is offered to all employees eligible to participate in the qualified pension plan whose benefit is limited under certain provisions of the Code applicable to highly compensated employees. If the present value of a participant’s benefit in the supplemental plan does not exceed $50,000 when the participant terminates employment, such participant will be paid in a lump sum. If the present value of the benefit exceeds $50,000, the participant will be paid in an annuity commencing when the participant is first eligible for early retirement, regardless of whether the participant elects to commence his or her qualified plan benefit at that time. Deferred salary and annual incentive amounts that may not be included under the pension plan are included in the supplemental plan. Participation in the pension and supplemental pension plans was closed as of December 31, 2006. Any employees hired or rehired after that date (including Mr. Saccaro prior to his 2023 departure) are not eligible to participate in or receive additional benefits under the pension plan or supplemental pension plan, but instead receive an additional employer contribution equal to 3% of eligible compensation in the 401(k) Plan (and Deferred Compensation Plan if eligible compensation exceeds the compensation that can be taken into account under the 401(k) Plan).

  185. 2023 Nonqualified Deferred Compensation Plan

    2023 Nonqualified Deferred Compensation Plan

  186. 2023 Nonqualified Deferred Compensation Plan

    | Name | Executive Contributions in 2023 ($)(1) | Registrant Contributions in 2023 ($)(2) | Aggregate Earnings in 2023 ($)(3) | Aggregate Balance at December 31, 2023 ($)4, 5 | | Mr. Almeida | — | 49,370 | 124,770 | 883,391 | | Mr. Grade | — | — | — | — | | Mr. Saccaro | 28,342 | 11,607 | 206,475 | 1,936,437 | | Mr. Stevens | 24,595 | 20,472 | 72,098 | 406,183 | | Mr. Franzi | — | — | — | — | | Ms. Knight | 118,475 | 41,657 | 90,297 | 597,190 | | Mr. Sonig | — | 13,015 | 36 | 1,761 | | Mr. Toth | — | 7,062 | — | — |

  187. 2023 Nonqualified Deferred Compensation Plan

    | 1. | Amounts in this column are included in either the “Salary” or “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |

  188. 2023 Nonqualified Deferred Compensation Plan

    | 2. | Amounts in this column are included in the “All Other Compensation” column of the Summary Compensation Table and include company non-matching contributions attributable to 2023 and credited to accounts in February 2024. |

  189. 2023 Nonqualified Deferred Compensation Plan

    | 3. | Amounts in this column are not included in the Summary Compensation Table as the Deferred Compensation Plan provides participants with a subset of investment elections available to all eligible employees under the 401(k) Plan. |

  190. 2023 Nonqualified Deferred Compensation Plan

    | 4. | Amounts in this column exclude company non-matching contributions attributable to 2023 but not credited to participant accounts as of December 31, 2023. |

  191. 2023 Nonqualified Deferred Compensation Plan

    | 5. | The aggregate balance includes amounts previously reported as compensation for the NEOs in the Summary Compensation Table for prior years, which are as follows: |

  192. 2023 Nonqualified Deferred Compensation Plan

    | Name | Amount Previously Reported ($) | | Mr. Almeida | 657,255 | | Mr. Saccaro | 1,438,921 | | Mr. Franzi | — |

  193. 2023 Nonqualified Deferred Compensation Plan

    A participant in the Deferred Compensation Plan may elect to defer a portion of his or her eligible compensation (up to 50% of base salary and up to 100% of eligible annual incentive) during the calendar year as long as the participant makes such election prior to the beginning of the calendar year. For NEOs, eligible compensation under the Deferred Compensation Plan includes base salary and any annual incentive. Participants in the Deferred Compensation Plan may select from a subset of investment elections available to all eligible employees under the 401(k) Plan, which are described in greater detail below. Amounts in a participant’s account are adjusted upward or downward to reflect the investment return that would have been realized had such amounts been invested in the investments selected by the participant. Participants may elect to change their investment elections daily. Baxter is also required to match contributions to the Deferred Compensation Plan up to 4% of a participant’s eligible compensation in the same manner as

  194. 2023 Nonqualified Deferred Compensation Plan

    | Executive Compensation | 69 | | | |

  195. 2023 Nonqualified Deferred Compensation Plan

    under the 401(k) Plan. Any participant who either was hired or rehired after December 31, 2006 (including Mr. Saccaro prior to his 2023 departure), or elected not to continue to accrue benefits in the pension plan, receives a company contribution equal to 3% of his or her eligible compensation in excess of the compensation that is recognized in the 401(k) Plan, regardless of whether the participant is otherwise eligible to elect to defer a portion of his or her compensation. Deferrals under the plan are not recognized as eligible compensation for the qualified pension plan (but are recognized in the supplemental pension plan) or in calculating benefit pay under Baxter’s welfare benefit plans and result in lower compensation recognized for company matching under the 401(k) Plan. Participants may elect to be paid distributions either in a lump sum payment or in annual installment payments over two to 15 years. Distributions will be paid in the first quarter of the plan year following such participant’s termination of employment unless such participant is a “specified employee” as defined in Section 409A of the Code. No distributions will be paid in connection with the termination of a specified employee until at least six months following such termination and any amounts that would have otherwise been paid during such six-month period shall be accumulated and paid in a lump sum, without interest, at the expiration of such period. The table below lists the available investment options under the Deferred Compensation Plan and their annual return as of December 31, 2023.

  196. 2023 Nonqualified Deferred Compensation Plan

    | Name of Fund | Annual Rate of Return as of December 31, 2023 | | Stable Income Fund | 2.42% | | S&P 500 Equity Index Fund | 26.19% | | International EAFE Fund | 18.10% | | Extended Equity Market Index Fund | 24.99% |

  197. Potential Payments Upon Termination or Following a Change in Control

    Potential Payments Upon Termination or Following a Change in Control The narrative and tables below describe the potential payments to each NEO upon certain terminations, including following a CIC event. All information described in this section is presented as if the triggering events took place on December 29, 2023.

  198. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, the company is providing the following estimated information about the relationship between the annual total compensation of its median employee and the annual total compensation of Mr. Almeida, Chair, President and CEO. For the year ended December 31, 2023:

  199. CEO Pay Ratio

    | • | the annual total compensation of the median Baxter employee (identified in accordance with the procedures described below) calculated in the same manner as the NEOs in the Summary Compensation Table above was $48,566; and |

  200. CEO Pay Ratio

    | • | the annual total compensation of Mr. Almeida as reported in the “Total” column of the Summary Compensation Table above was $13,786,671. |

  201. CEO Pay Ratio

    Based on this information, the estimated ratio of Mr. Almeida’s annual total compensation for 2023 to the annual total compensation of the median Baxter employee in 2023 is 284 to 1. The company believes this ratio is a reasonable estimate based on Baxter-specific employee demographics and compensation. The company’s ratio may not be comparable to the ratio disclosed by its peer companies due to a number of factors, including the geographic distribution of its employees, the nature of the business (products or services), the performance of the company and whether and where the company manufactures its own products. Due to the company’s divestiture of the BPS contract manufacturing business in the third quarter of 2023, the company’s employee population has changed significantly, necessitating the selection of a new median employee. To identify the new median employee from Baxter’s employee population, the company analyzed its consistently applied compensation measure—the sum of base salary and target annual incentive opportunity—for its approximately 60,000 full-time, part-time, seasonal and temporary employees as of November 1, 2023. The company did not utilize any exceptions permitted under the applicable SEC rules to exclude any individuals from the total employee population when identifying the median employee. For employees outside of the United States, the amounts were converted to U.S. dollars using the applicable exchange rates as of November 1, 2023. Based on application of this methodology, the median employee is a full-time employee based outside the United States.

  202. CEO Pay Ratio

    | Executive Compensation | 77 | | | |

  203. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the company is providing the following disclosure regarding executive compensation for the company’s principal executive officer (PEO) and Non-PEO NEOs and company performance for the fiscal years listed below.

  204. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO¹ ($) | Compensation Actually Paid to PEO 1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) | Value of Initial Fixed $100 Investment based on: 4 | | Net Income ($ Millions) | Net Sales ($ Millions) 5 | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | 13,786,671 | 10,408,814 | 5,194,682 | 3,994,655 | 49.69 | 143.18 | 2,663 | 14,813 | | 2022 | 13,588,236 | (9,114,999) | 6,721,562 | 14,410 | 63.62 | 140.29 | (2,421) | 14,506 | | 2021 | 15,634,734 | 19,600,136 | 4,853,630 | 5,588,070 | 105.26 | 143.09 | 1,295 | 12,146 | | 2020 | 15,865,396 | 4,130,682 | 3,893,864 | 1,603,952 | 97.06 | 113.45 | 1,110 | 11,673 |

  205. Pay Versus Performance Disclosure

    | 1. | Mr. Almeida was the company’s PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  206. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | | James K. Saccaro | James K. Saccaro | James K. Saccaro | Joel Grade | | Giuseppe Accogli | Giuseppe Accogli | Giuseppe Accogli | James K. Saccaro | | Cristiano Franzi | Cristiano Franzi | Cristiano Franzi | Brian Stevens | | Sean Martin | Andrew Frye | David Rosenbloom | Cristiano Franzi | | | | | Heather Knight | | | | | Alok Sonig | | | | | Christopher Toth |

  207. Pay Versus Performance Disclosure

    | 2. | The amounts set forth above for compensation actually paid to PEO and non-PEO NEOs (as set forth in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the company’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below. |

  208. Pay Versus Performance Disclosure

    | 3. | Compensation actually paid to PEO and non-PEO NEOs (as set forth in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns) reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Related information regarding compensation paid in 2020, 2021 and 2022 has not changed from what was included in the company’s 2022 proxy statement and what is set forth in the proxy statement, and as such, information for such years has not been included in the following tables. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards and Option Awards” columns are the totals from the “Stock Awards and Option Awards” columns set forth in the Summary Compensation Table. Amounts in the “Exclusion of Change in Pension Value” columns reflect the amounts attributable to the “Change in Pension Value” columns reported in the Summary Compensation Table. Amounts in the “Inclusion of Pension Service Cost” are based on the service cost for services rendered during the listed year. |

  209. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Change in Pension Value for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Pension Service Cost for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 13,786,671 | — | (10,162,639) | — | 6,784,782 | 10,408,814 |

  210. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 5,194,682 | — | (3,191,677) | — | 1,991,650 | 3,994,655 |

  211. Pay Versus Performance Disclosure

    | 78 | Executive Compensation | | | |

  212. Pay Versus Performance Disclosure

    The amounts in the inclusion of equity values as set forth in the “Inclusion of Equity Values for PEO” and “Average Inclusion of Equity Values for Non-PEO NEOs” columns in the tables above are derived from the amounts set forth in the following tables:

  213. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total—Inclusion of Equity Values for PEO ($) | | 2023 | 9,829,730 | (1,578,440) | — | (1,466,508) | — | 6,784,782 |

  214. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs ($) | Total—Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 2,359,255 | (76,789) | 160,523 | (105,594) | (345,745) | 1,991,650 |

  215. Pay Versus Performance Disclosure

    | 4. | The Peer Group TSR set forth in this table utilizes the S&P 500 Health Care Index, which the company also utilizes in the stock performance graph required by Item 201(e) of Regulation S-K included in the 2023 Form 10-K. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the company and in the S&P 500 Health Care Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  216. Pay Versus Performance Disclosure

    | 5. | The company determined net sales to be the most important financial performance measure used to link company performance to Compensation Actually Paid to the company’s PEO and Non-PEO NEOs in 2023. For more information on net sales and a reconciliation of net sales to Adjusted Net Sales Including Discontinued Operations (as applicable for 2023), please see the “Executive Compensation—Compensation Discussion and Analysis—Elements of Executive Compensation—Annual Incentive Plan—Determination of 2023 Annual Incentive Plan Payouts.” Net Sales amounts for 2022, 2021, and 2020 are different than prior year’s Pay Versus Performance Disclosure because they reflect discontinued operations. This performance measure may not have been the most important financial performance measure for prior years and the company may determine a different financial performance measure to be the most important financial performance measure in future years. |

  217. Pay Versus Performance Disclosure

    | Executive Compensation | 79 | | | |

  218. NEO Compensation Actually Paid and Company TSR

    NEO Compensation Actually Paid and Company TSR The following chart sets forth the relationship between Compensation Actually Paid to Baxter’s PEO, the average of Compensation Actually Paid to Baxter’s Non-PEO NEOs, and the cumulative TSR over the four most recently completed fiscal years for the company and the S&P 500 Health Care Index TSR.

  219. NEO Compensation Actually Paid and Net Income

    NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to Baxter’s PEO, the average of Compensation Actually Paid to Baxter’s Non-PEO NEOs, and Baxter’s net income during the four most recently completed fiscal years.

  220. NEO Compensation Actually Paid and Net Income

    | 80 | Executive Compensation | | | |

  221. NEO Compensation Actually Paid and Net Sales

    NEO Compensation Actually Paid and Net Sales The following chart sets forth the relationship between Compensation Actually Paid to Baxter’s PEO, the average of Compensation Actually Paid to Baxter’s Non-PEO NEOs, and Baxter’s net sales during the four most recently completed fiscal years. The financial measures most important in determining pay during 2023 were those that influenced the company’s short- and long-term incentives for the NEOs and for broad-based incentive plans below the NEO level as set forth below (as such amounts may be adjusted in a given year in the manner described in the proxy statement, including with respect to the use of non-GAAP measures):

  222. NEO Compensation Actually Paid and Net Sales

    | • | Net Sales |

  223. NEO Compensation Actually Paid and Net Sales

    | • | Earnings Per Share |

  224. NEO Compensation Actually Paid and Net Sales

    | • | Free Cash Flow |

  225. NEO Compensation Actually Paid and Net Sales

    | • | ROIC |

  226. NEO Compensation Actually Paid and Net Sales

    | • | Relative TSR |

  227. NEO Compensation Actually Paid and Net Sales

    | Audit Matters | 81 | | | |

  228. The Amended Plan Combines Compensation and Governance Best Practices

    | • | Non-Employee Director Compensation Limit. The Amended Plan includes an annual limit of $1,500,000 on the cash and equity compensation that may be paid or awarded to a non-employee director in any calendar year with respect to his or her service as a non-employee director. |