DEF 14A of Baxter International Inc, Mar 25, 2025

DEF 14A of Baxter International Inc

Filed Mar 25, 2025 · FY20240001628280-25-014747

Open on EDGAR

  1. Table of Contents

    | 2024 Grants of Plan-Based Awards | 65 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 66 | | 2024 Option Exercises and Stock Vested | 68 | | 2024 Nonqualified Deferred Compensation Plan | 69 | | Potential Payments Upon Termination or Following a Change in Control | 70 | | CEO Pay Ratio | 77 | | Pay Versus Performance Disclosure | 78 | | Option Award Disclosure | 83 | | Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm for 2025 | 84 | | Audit Committee Report | 86 | | Audit and Non-Audit Fees | 87 | | Pre-Approval of Audit and Permissible Non-Audit Fees | 87 | | Ownership of Baxter Stock | 88 | | Security Ownership by Directors and Executive Officers | 88 | | Security Ownership by Certain Beneficial Owners | 89 | | Delinquent Section 16(a) Reports | 89 | | Proposal 4 Executives to Retain Significant Stock | 90 | | General Information | 94 | | Questions and Answers about the Annual Meeting | 94 | | Other Information | 97 |

  2. Nominees for Election as Directors

    Nominees for Election as Directors

  3. Nominees for Election as Directors

    | William A. Ampofo II Independent Director Age 51 Director since 2023 Committees: Quality and Regulatory Compliance and Operating 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 Senior 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, IT, corporate strategy and operations. Mr. Ampofo currently serves as a member of the board of trustees of The Episcopal School of Dallas. Key Attributes, Experience and Skills Extensive experience leading global organizations as a result of his role as Chair, Supply Chain Operations Council and Senior 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. | Jeffrey A. Craig Independent Director Age 64 Director since 2024 Committees: Audit Biography Mr. Craig is the former Chief Executive Officer and President of Meritor, Inc. (Meritor), a global supplier of drivetrain, mobility, braking and aftermarket solutions for commercial vehicles, a position he held from 2015 until 2021. Prior to this, from 2014 to 2015, Mr. Craig was President and Chief Operating Officer, with oversight of Meritor’s business segments - Commercial Truck & Industrial and Aftermarket & Trailer. Prior to taking on the role of President and Chief Operating Officer, Mr. Craig was Senior Vice President and President of Meritor’s Commercial Truck & Industrial segment from 2013 to 2014. He served as Senior Vice President and Chief Financial Officer at Meritor from 2009 to 2013 and held various leadership positions at Meritor since 2006. Before joining Meritor, Mr. Craig served in roles of increasing responsibility at General Motors Acceptance Corporation (GMAC), including as President and Chief Executive Officer of GMAC's Commercial Finance organization and President and Chief Executive Officer of GMAC’s Business Credit division. He began his career at Deloitte & Touche, where he served as audit partner. Mr. Craig currently serves as a director of Arcosa, Inc. and Hyliion Holdings Corp. Key Attributes, Experience and Skills Extensive experience leading global organizations resulting from his various leadership roles with Meritor and GMAC where he also gained substantial financial, risk management, transactional, international, operational and human capital management experience. Further, Mr. Craig also gained significant experience during his tenure as an audit partner at Deloitte & Touche and through his service as Chief Financial Officer at Meritor. |

  4. Table of Contents

    | Patricia B. Morrison Independent Director Age 65 Director since 2019 Committees: Audit, Nominating, Corporate Governance and Public Policy and Operating 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 previously served as a director of Splunk Inc. and Virtusa Corporation. Key Attributes, Experience and Skills Extensive experience 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 experience leading the IT function at large, multinational organizations. | Stephen N. Oesterle, M.D. Independent Director Age 74 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 was a member of the Executive Committee of Medtronic, a global medical technology, services and solutions company, serving 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., Montes Archimedes Acquisition Corp. and REVA Medical, Inc. 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. |

  5. Table of Contents

    | Stephen H. Rusckowski Independent Director Age 67 Director since 2023 Committees: Compensation and Human Capital, Quality and Regulatory Compliance and Operating 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, 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 on the supervisory board of Qiagen Inc. and as a director of Tenet Healthcare Corporation and previously served as a director of MedQuist, Inc. and Quest. 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 Lead Independent Director Age 70 Director since 2021 Committees: Compensation and Human Capital and Quality and Regulatory Compliance Biography Ms. Schlichting became Baxter’s Lead Independent Director effective February 3, 2025. She joined the Board in 2021 following Baxter’s acquisition of Hill-Rom Holdings, Inc. (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 served as Executive Vice President and Chief Operating Officer from 1999 to 2003 and as President and Chief Executive Officer of Henry Ford Hospital from 2001 to 2003. She currently serves as a director of Encompass Health, Inc. and Walgreens Boots Alliance, 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 leading various customer service, quality and human capital management initiatives. Extensive expertise in quality and regulatory management, mergers and acquisitions, including public company mergers and acquisitions such as the global mergers of Baxter and Hillrom and Walgreens with Alliance Boots. |

  6. Table of Contents

    | Brent Shafer Chair and Interim Chief Executive Officer of Baxter International, Inc. Age 67 Director since 2022 Committees: None Biography Mr. Shafer became Baxter’s Chair of the Board and Interim CEO on February 3, 2025, in connection with Mr. Almeida's departure. 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. Prior to Cerner, Mr. Shafer held a number of roles at Philips, including Chief Executive Officer of Philips North America. 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 serves as a director of Tactile Systems Technology, Inc. and Veracyte, Inc. Key Attributes, Experience and Skills Substantial knowledge of the health IT 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 61 Director since 2017 Committees: Audit and Nominating, Corporate Governance and Public Policy Biography Ms. Smith was recently appointed as Executive Vice President and Chief Financial Officer at Starbucks Corporation (Starbucks), a global beverage company. Previously she served as Chief Financial Officer of Nordstrom, Inc. (Nordstrom), a luxury department store chain, from May 2023 to March 2025. Prior to Nordstrom, she 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 a 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 Starbucks, 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. |

  7. Table of Contents

    | Amy A. Wendell Independent Director Age 64 Director since 2019 Committees: Compensation and Human Capital, Quality and Regulatory Compliance and Operating 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 (Covidien) 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., Hologic, Inc. and Solventum Corporation. Ms. Wendell previously served as 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, including as a result of her roles at Covidien and its predecessors. | David S. Wilkes, M.D. Independent Director Age 68 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. 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. 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 related leadership experience, including in connection with in forming and advising ImmuneWorks. |

  8. Board of Directors

    Board of Directors

  9. Board Leadership Structure; Lead Independent Director

    Board Leadership Structure; Lead Independent Director Mr. Shafer, former Lead Independent Director, was appointed as Chair and Interim CEO on February 3, 2025, in connection with Mr. Almeida's departure. In conjunction with his appointment, Mr. Shafer stepped down from his role as Lead Independent Director and the independent directors elected Ms. Schlichting to serve as Lead Independent Director for one year, effective February 3, 2025. Mr. Shafer has served as a director since 2022 and served as Lead Independent Director from April 2023 until his appointment as Chair and Interim CEO. Ms. Schlichting joined the Board following Baxter’s acquisition of Hillrom in 2021. The Board regularly reviews the leadership structure of the company, including whether the position of Chair of the Board should be held by an independent director. In connection with Mr. Shafer’s interim appointment, the Board determined that it was in Baxter stockholders’ best interests to keep the Chair and CEO roles combined while the Board searches for a permanent CEO in order to provide strong, collaborative and consistent leadership during the transition period. The Board appointed Mr. Shafer as Chair and Interim CEO because of his

  10. Board Leadership Structure; Lead Independent Director

    | | | 2025 Annual Meeting of Stockholders and Proxy Statement |

  11. 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 for 2024. However, effective beginning in 2025, certain committee chair cash retainers have been increased and committee meeting fees have been eliminated, as further described below. These changes were made by the Board consistent with the recommendation of the CHC Committee and upon the independent compensation consultant's recommendation. They are intended to better align the company's director compensation program with market practice. Non-employee director compensation is reviewed annually utilizing market data and analyses provided by the CHC Committee’s independent compensation consultant.

  12. 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.

  13. Director Compensation Table

    Director Compensation Table The following table provides information on 2024 compensation for non-employee directors who served during any portion of 2024.

  14. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)2 | All Other Compensation ($)3 | Total ($) | | William A. Ampofo II | 110,000 | 214,986 | — | 324,986 | | Jeffrey A. Craig4 | 37,333 | 136,207 | — | 173,540 | | Patricia B. Morrison | 130,000 | 214,986 | 4,496 | 349,482 | | Stephen N. Oesterle, M.D. | 137,000 | 214,986 | 20,000 | 371,986 | | Stephen H. Rusckowski | 120,000 | 214,986 | 20,000 | 354,986 | | Nancy M. Schlichting | 140,000 | 214,986 | 14,535 | 369,521 | | Brent Shafer | 172,000 | 214,986 | — | 386,986 | | Cathy R. Smith | 145,000 | 214,986 | — | 359,986 | | Amy A. Wendell | 120,000 | 214,986 | 20,000 | 354,986 | | David S. Wilkes, M.D. | 122,000 | 214,986 | 34,535 | 371,521 | | Peter M. Wilver5 | 153,000 | 214,986 | 20,000 | 387,986 |

  15. Director Compensation Table

    1.Consists of the amounts described above under “—Cash Compensation” above. 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 2024 Form 10-K. The following non-employee directors were granted 5,952 fully vested shares in May 2024: Mr. Ampofo, Ms. Morrison, Dr. Oesterle, Mr. Rusckowski, Ms. Schlichting, Mr. Shafer, Ms. Smith, Ms. Wendell, Dr. Wilkes and Mr. Wilver. In connection with Mr. Craig’s appointment to the Board in September, 2024, he received 3,472 fully vested shares for his prorated service between his appointment and the Annual Meeting. As of December 31, 2024, 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. Craig 0; Ms. Morrison 0; Dr. Oesterle 1,060; Mr. Rusckowski 0; Ms. Schlichting 0; Mr. Shafer 0; Ms. Smith 17,868; Ms. Wendell 17,116; Dr. Wilkes 0; and Mr. Wilver 0. 3.The amounts in this column include matching gift contributions made by Baxter’s charitable foundation as of March 1, 2025 on qualifying charitable donations made by the following directors in 2024: Dr. Oesterle ($20,000); Mr. Rusckowski ($20,000); Ms. Wendell ($20,000); Mr. Wilkes ($20,000); and Mr. Wilver ($20,000). All other amounts in this column include the dividend equivalent unit payments made in 2024 on previously deferred restricted stock units (RSUs) pursuant to the deferred compensation plan: Ms. Morrison ($4,496); Ms. Schlichting ($14,535); and Dr. Wilkes ($14,535). 4.Mr. Craig was appointed effective September 9, 2024. 5.Mr. Wilver resigned effective December 31, 2024.

  16. Director Compensation Table

    | | | 2025 Annual Meeting of Stockholders and Proxy Statement |

  17. 2024 Company Results

    2024 Company Results Baxter’s 2024 financial results, as calculated for purposes of the 2024 annual incentive plan, reflect the company’s improving performance: •Adjusted Net Sales Including Discontinued Operations of $15,181 million, which was 101% of the annual incentive target of $15,017 million; •Further Adjusted EPS Including Discontinued Operations of $2.79, which was 95% of the annual incentive target of $2.95; and •Adjusted Free Cash Flow Including Discontinued Operations of $501 million, which was 72% of the annual incentive target of $700 million. See “—2024 Executive Compensation Program Actions and Changes—2024 Annual Incentive Design and Performance” below for an overview of Baxter’s 2024 annual incentive plan and “—Elements of Executive Compensation—Annual Incentive Plan—Determination of 2024 Annual Incentive Plan Payouts” for a description of Adjusted Net Sales Including Discontinued Operations, Further 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, 2024. As set forth below, the TSR for Baxter for the three-year period totaled approximately (63%), as compared to 29% for the S&P 500 Composite Index and 3% for the S&P 500 Health Care Index over the same period. These numbers reflect softness in Baxter stock, which likely reflects the company’s reduction in guidance due to certain macroeconomic headwinds and related supply constraints which impacted the company’s 2022 earnings results. In addition, the company’s Healthcare Systems & Technologies business has underperformed expectations in recent years due to the impact from select operational factors and supply constraints. In January 2023, the company began executing on a series of strategic actions to enhance future performance, the latest of which was completed on January 31, 2025. These actions included the divestiture of two businesses which lowered the company’s overall earnings. These strategic actions have now been completed and the company should be well positioned to drive enhanced performance and create incremental value for all stakeholders going forward. For the five-year period, the TSR for Baxter totaled approximately (61%), as compared to 97% for the S&P 500 Composite Index and 47% for the S&P 500 Health Care Index over the same period. These results may be attributable to similar causes.

  18. 2022 – 2024 CEO Realizable Pay

    2022 – 2024 CEO 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 restricted stock units (RSUs) and performance share units (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

  19. 2024 Annual Incentive Design and Performance

    2024 Annual Incentive Design and Performance The 2024 annual incentive payout was calculated using the following formula: The three applicable financial performance metrics remained unchanged from 2023 to 2024 and included NEO's Target Annual Incentive The Aggregate Performance Across the Three Applicable Financial Performance Metrics with a Payout Range Between 0%-200% The NEO's Individual Performance Assessment that Ranges Between 0%-125% Annual Incentive Payout

  20. X

    X = Adjusted Net Sales (50% weighting), Further Adjusted EPS (25% weighting) and Free Cash Flow (25% weighting). Both the Adjusted Net Sales and Free Cash Flow metrics are also included in the annual incentive plans for the eligible broader population at Baxter. For 2024, these measures are referred to as Adjusted Net Sales Including Discontinued Operations, Further Adjusted EPS Including Discontinued Operations and Adjusted Free Cash Flow Including Discontinued Operations in this proxy statement (to reflect the impacts of the discontinued operations treatment of the recent sale of the Kidney Care business). For 2024, to mitigate the potential challenges around financial target setting due to the proposed separation of the Kidney Care business, the performance curves for Adjusted EPS and Free Cash Flow were widened by 10% at threshold and 10% at maximum, as shown in the table below. The CHC Committee reviews these curves each year, taking into account unique circumstances when making these determinations.

  21. 2024 Annual Equity Design

    2024 Annual Equity Design 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 annual LTI grant to all equity-eligible employees in the form of 100% RSUs, with the exception of Messrs. Almeida and Grade. Messrs. Almeida and Grade each 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 a significant portion of their equity awards consist of performance-based equity. As the proposed Kidney Care separation was known during the planning phase for the 2024 annual grant, setting three-year PSU targets to accurately reflect performance before and after the separation was complex. To mitigate potential complications of setting these multi-year targets based on internal metrics for Messrs. Almeida and Grade in the year in which the Kidney Care separation could have been completed, PSUs granted in 2024 are wholly based on Baxter’s relative TSR versus the S&P 500 Healthcare Equipment & Services Index. This index is used to measure relative TSR for the company's PSU grants made in 2022 and 2023. The 2024 PSU design is set forth in the table below:

  22. 2024 Annual Equity Design

    | 2024 Plan Design | | | Metric: | Relative TSR | | Weighting: | 100% | | Measurement: | Three-year performance period |

  23. 2024 Annual Equity Design

    See “—Elements of Executive Compensation—Long-Term Incentive Plan—2024 Annual LTI Grants” for additional detail on Baxter’s 2024 PSU grants.

  24. 2022—2024 PSU Performance

    2022—2024 PSU Performance The following highlights the performance results for the PSUs granted in March 2022, with a performance period of January 1, 2022 to December 31, 2024, which were calculated as follows:

  25. 2022—2024 PSU Performance

    | Performance Metric | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Result1 | Payout as a % of Target | | Relative TSR against the TSR performance of the companies in the S&P 500 Healthcare Equipment & Services Index | 33-1/3% | 35th Percent Rank | 50th Percent Rank | 80th Percent Rank | 6.3rd Percent Rank | 0% | | Adjusted ROIC | 33-1/3% | 7.7% | 9.6% | 11.5% | 6.5% | 0% | | Adjusted Net Sales CAGR | 33-1/3% | 2.6% | 4.4% | 6.2% | 2.6% | 0% | | Weighted Payout as a % of Target | | | | | | 0% |

  26. 2022—2024 PSU Performance

    1.Actual results for Adjusted Net Sales CAGR were slightly below 2.6%, but appear at 2.6% due to rounding conventions. See “—Elements of Executive Compensation—Long-Term Incentive Plan—2022–2024 PSU Performance” for additional detail on PSU performance, including targets and performance ranges.

  27. Annual Incentive Plan Design Changes

    Annual Incentive Plan Design Changes In November 2024, the CHC Committee approved returning to the prior Free Cash Flow performance curve (80% at threshold and 120% at maximum). Given the recent separation of the Kidney Care business, less variability should exist in forecasting Free Cash Flow for 2025. The Adjusted EPS and Adjusted Net Sales performance curves are aligned with that of Baxter's peers and were unchanged for 2025. For 2025, the CHC Committee has selected (i) Patient Safety and Quality and (ii) Growth as the two categories for the individual modifier for the Executive Operating Committee, each with an equal 50% weight. The CHC Committee believes that these categories are most important to supplement senior management's annual financial goals to promote disciplined focus on a number of key measures (including profitable growth and new product development) and drive further accountability. For more information on the three categories for the individual modifier used for 2024, see "—Elements of Executive Compensation—Annual Incentive Plan— Determination of 2024 Annual Incentive Plan Payouts— Individual Performance".

  28. Long-Term Incentive Design Changes

    Long-Term Incentive Design Changes Now that the Kidney Care separation has been completed, the CHC Committee approved the prior annual equity LTI mix, last used in 2023, which is meant to balance performance-based equity while also providing a stable retentive value. This mix reflects typical market practice and reinforces the link of pay-for-performance as stock options only provide value to the holder if the stock price appreciates. The table below illustrates the 2023, 2024 and 2025 annual equity grant mixes for the Executive Operating Committee (including the NEOs that are still in role).

  29. Long-Term Incentive Design Changes

    | Equity Type | 2023 | 2024 | 2025 | | PSUs: | 50% | 50% (CEO and CFO only) | 50% | | Stock Options: | 25% | — | 25% | | RSUs: | 25% | 50% (CEO and CFO only) and 100% all other NEOs | 25% |

  30. 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.

  31. Peer Group and Use of Peer Group Data

    | | | 2025 Annual Meeting of Stockholders and Proxy Statement |

  32. 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 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. 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.

  33. Annual Incentive Plan

    Annual Incentive Plan

  34. Overview

    Overview 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.

  35. X

    X = 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 (which is weighted at 50%) as compared to the other metrics to recognize the criticality of continuing organic sales growth. The weightings for Adjusted EPS and Free Cash Flow continued to be equally weighted for 2024 (at 25% each), 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 2024 are referred to in this proxy statement as Adjusted Net Sales Including Discontinued Operations, Further Adjusted EPS Including Discontinued Operations and Adjusted Free Cash Flow Including Discontinued Operations (to reflect the impacts of the discontinued operations treatment of the recent sale of the Kidney Care business). See “—Executive Summary—2024 Executive Compensation Program Actions and Changes—2024 Annual Incentive Design and Performance” for additional information on changes made to the annual incentive plan and individual performance assessment discussion for 2024.

  36. 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 2024 annual incentive target as of December 31, 2024 for each NEO is outlined below. The target annual incentive did not change from the prior year for Messrs. Almeida, Grade or Toth. The annual incentive target change for Mr. Sonig was to better align to market for his role. In connection with her promotion to EVP and COO, Ms. Knight received an increase in her annual incentive target for 2025.

  37. Annual Incentive Target Awards

    | NEO | 2024 Target Annual Incentive as a % of Base Salary | | Mr. Almeida | 165% | | Mr. Grade | 100% | | Ms. Knight | 105% | | Mr. Sonig | 100% | | Mr. Toth | 125% |

  38. Determination of 2024 Annual Incentive Plan Payouts

    Determination of 2024 Annual Incentive Plan Payouts Financial Performance. The tables below provide Adjusted Net Sales Including Discontinued Operations, Further Adjusted EPS Including Discontinued Operations and Adjusted Free Cash Flow Including Discontinued Operations targets for 2024, 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 and Messrs. Sonig and Toth was measured on the Adjusted Net Sales Including Discontinued Operations for his or her respective segment (which reflect budgeted exchange rates). The

  39. Messrs. Almeida and Grade

    | | 2024 | | | | | | | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual | Achievement as a % of Target4 | Formulaic Payout as a % of Target | | Company—Adjusted Net Sales Including Discontinued Operations (in millions)1 | $14,266 | $15,017 | $15,768 | $15,181 | 101.1% | 122% | | Further Adjusted EPS Including Discontinued Operations2 | $2.36 | $2.95 | $3.54 | $2.79 | 94.5% | 86% | | Adjusted Free Cash Flow Including Discontinued Operations (in millions)3 | $490 | $700 | $910 | $501 | 71.6% | 53% | | | Weighted Financial Formulaic Payout as a % of Target: | | | | | 96% |

  40. Ms. Knight

    | | 2024 | | | | | | | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual | Achievement as a % of Target4 | Formulaic Payout as a % of Target | | Medical Products & Therapies—Adjusted Net Sales Including Discontinued Operations (in millions)1 | $4,920 | $5,179 | $5,438 | $5,217 | 100.7% | 115% | | Further Adjusted EPS Including Discontinued Operations2 | $2.36 | $2.95 | $3.54 | $2.79 | 94.5% | 86% | | Adjusted Free Cash Flow Including Discontinued Operations (in millions)3 | $490 | $700 | $910 | $501 | 71.6% | 53% | | | Weighted Financial Formulaic Payout as a % of Target: | | | | | 92% |

  41. Mr. Sonig

    | | 2024 | | | | | | | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual | Achievement as a % of Target4 | Formulaic Payout as a % of Target | | Pharmaceuticals—Adjusted Net Sales Including Discontinued Operations (in millions)1 | $2,232 | $2,349 | $2,467 | $2,407 | 102.5% | 149% | | Further Adjusted EPS Including Discontinued Operations2 | $2.36 | $2.95 | $3.54 | $2.79 | 94.5% | 86% | | Adjusted Free Cash Flow Including Discontinued Operations (in millions)3 | $490 | $700 | $910 | $501 | 71.6% | 53% | | | Weighted Financial Formulaic Payout as a % of Target: | | | | | 109% |

  42. Mr. Toth

    | | 2024 | | | | | | | | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual | Achievement as a % of Target4 | Formulaic Payout as a % of Target | | Kidney Care—Adjusted Net Sales Including Discontinued Operations (in millions)1 | $4,140 | $4,358 | $4,576 | $4,539 | 104.1% | 183% | | Further Adjusted EPS Including Discontinued Operations2 | $2.36 | $2.95 | $3.54 | $2.79 | 94.5% | 86% | | Adjusted Free Cash Flow Including Discontinued Operations (in millions)3 | $490 | $700 | $910 | $501 | 71.6% | 53% | | | Weighted Financial Formulaic Payout as a % of Target: | | | | | 126% |

  43. Table of Contents

    | Category | Weighting | Initial Payout1 | Notable Items2 | | Patient Safety and Quality (including product safety and quality systems) | 40% | 103% | • The company met its internal benchmarks in key areas such as CAPA (Corrective and Preventative Actions) effectiveness and product quality, notwithstanding the incurrence of certain regulatory actions | | Best Place to Work (including effective talent management) | 30% | 100% | • The company met internal benchmarks in manager effectiveness, while it fell slightly below the internal benchmark for voluntary turnover | | Growth Through Innovation (including the company’s focus on new product development) | 30% | 105% | • The company met or exceeded internal benchmarks including new product sales and the vitality index score, notwithstanding that the Kidney Care separation was not completed until 2025 | | Final Weighted Payout as a % of Target for NEOs | | 100% | |

  44. Table of Contents

    | NEO | Base Salary | Target Annual Incentive as a % of Base Salary | Target Annual Incentive Amount | Formulaic Weighted Financial Payout | Adjusted Weighted Financial Payout1 | Additional Individual Performance Assessment | Total Annual Incentive Payout | Total Annual Incentive Payout as a % of Target | | Mr. Almeida | $1,300,000 | 165% | $2,145,000 | 96% | 94% | 100% | $2,016,300 | 94% | | Mr. Grade | $812,000 | 100% | $812,000 | 96% | 94% | 110% | $839,608 | 103% | | Ms. Knight | $900,000 | 105% | $945,000 | 92% | 100% | 110% | $1,039,500 | 110% | | Mr. Sonig | $800,000 | 100% | $800,000 | 109% | 113% | 100% | $904,000 | 113% | | Mr. Toth | $1,000,000 | 125% | $1,250,000 | 126% | 111% | 100% | $1,387,500 | 111% |

  45. Long-Term Incentive Plan

    Long-Term Incentive Plan

  46. 2024 Annual LTI Grants

    2024 Annual LTI Grants

  47. LTI Grant Structure

    LTI Grant Structure 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 annual LTI 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 a significant portion of their equity awards in performance-based equity. To mitigate potential complications of setting multi-year targets in the year in which the Kidney Care separation could have been completed, PSUs granted in 2024 are based on Baxter’s relative TSR versus the S&P 500 Healthcare Equipment & Services Index. All NEOs received regular annual LTI equity grants in March 2024, and no off-cycle LTI grants were made to NEOs in 2024. Annual LTI grant values are aligned to market for all individuals and are assessed annually to ensure market competitiveness. In connection with her promotion to EVP and COO, Ms. Knight received an increase in her 2025 annual LTI equity grant target value.

  48. LTI Grant Structure

    | NEO | 2024 Target Annual LTI Grant Value1 | # of PSUs (50% of Target Annual LTI Grant Value for CEO and CFO)2 | # of Restricted Stock Units (50% of Target Annual LTI Grant Value for CEO and CFO; 100% for All Others)3 | | Mr. Almeida | $12,000,000 | 142,891 | 142,891 | | Mr. Grade | $3,600,000 | 42,867 | 42,867 | | Ms. Knight | $4,500,000 | — | 107,168 | | Mr. Sonig | $3,500,000 | — | 83,353 | | Mr. Toth | $5,000,000 | — | 119,076 |

  49. LTI Grant Structure

    1.The grant date for the 2024 annual LTI grants was March 6, 2024. 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, 2026. 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 2024 PSUs differs from the value disclosed in the Summary Compensation Table and the Grants of Plan-Based Awards table below, which use the accounting values including a Monte Carlo valuation for TSR PSUs. 3.The number of RSUs is calculated based on the Average Share Price. 2024 Annual PSU Grants. To mitigate potential complications of setting multi-year targets in the year in which the Kidney Care separation could have been completed, yet maintain focus on Baxter’s performance relative to its industry peers, PSUs granted in 2024 to Messrs. Almeida and Grade are based on Baxter’s relative TSR versus the S&P 500 Healthcare Equipment & Services Index, with the actual payouts ranging between 0% and 200% of target depending on actual company performance. The performance period is three years and runs from January 1, 2024 through December 31, 2026.

  50. LTI Grant Structure

    | | | 2025 Annual Meeting of Stockholders and Proxy Statement |

  51. Table of Contents

    | 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% |

  52. 2022—2024 PSU Performance

    2022—2024 PSU Performance In February 2025, the CHC Committee certified the final results for PSU awards granted to certain NEOs on March 2, 2022 for the performance period of January 1, 2022 through December 31, 2024 (the 2022 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 2022 PSUs.

  53. 2022—2024 PSU Performance

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

  54. 2022—2024 PSU Performance

    | Performance Metric | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Result4 | Payout as a % of Target | | Relative TSR against the TSR performance of the companies in the S&P 500 Healthcare Equipment & Services Index1 | 33-1/3% | 35th Percent Rank | 50th Percent Rank | 80th Percent Rank | 6.3rd Percent Rank | 0% | | Adjusted ROIC2 | 33-1/3% | 7.7% | 9.6% | 11.5% | 6.5% | 0% | | Adjusted Net Sales CAGR3 | 33-1/3% | 2.6% | 4.4% | 6.2% | 2.6% | 0% | | Weighted Payout as a % of Target | | | | | | 0% |

  55. 2022—2024 PSU Performance

    1.The TSR PSUs described in this section are measured for the company and companies in the S&P 500 Healthcare Equipment & Services Index based on the following formula: average closing stock price over the last 20 consecutive trading days of the performance period end date (December 31, 2024) minus average closing stock price over the last 20 consecutive trading days immediately preceding the commencement of the performance period (January 1, 2022) plus

  56. Table of Contents

    | NEO | Target # of PSUs | # of Shares Earned | | Mr. Almeida | 65,398 | 0 | | Ms. Knight | 5,351 | 0 |

  57. 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, Mr. Almeida was 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 was terminated by Baxter other than for cause or by Mr. Almeida for good reason. In conjunction with the renewal of his offer letter and as discussed above, 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 was to be reimbursed by Mr. Almeida pursuant to his Aircraft Time Sharing Agreement and based on rates set by the Federal Aviation Regulations. In April 2023, Mr. Toth entered into an offer letter. In accordance with the terms of his offer letter, his sign-on cash bonus is not subject to repayment as the Kidney Care business had not emerged as a standalone public company by December 31, 2024. Additionally, his onboarding RSU equity grant accelerated as of the same date for the same reason. See "Executive Compensation Tables—Potential Payments Upon Termination or Following a Change in Control—Mr. Toth's Offer Letter" for additional details. For other U.S.-based executives, the company generally executes an offer of employment before an executive joins the company and in some cases, a standard offer letter. 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 and Toth (who are no longer serving in the same roles with the company), 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 and Sonig and Ms. Knight. Mr. Toth was a party to the Executive Severance Plan prior to completion of the Kidney Care sale on January 31, 2025. If within 12 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 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, as of December 31, 2024, each NEO was 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.”

  58. Senior Management Transitions and Related Compensation Beginning in February 2025

    Senior Management Transitions and Related Compensation Beginning in February 2025 On February 3, 2025, Baxter announced that Mr. Almeida had ceased serving as Chair, President and CEO effective as of the same date (the CEO Transition Date), but would continue serving as Special Advisor through October 31, 2025 (the CEO Separation Date). As part of this announcement, the company announced the appointment of Mr. Shafer as Chair and Interim CEO effective as of the CEO Transition Date. In addition, Ms. Knight was appointed Executive Vice President, COO and Interim Group President, Medical Products & Therapies. Below are the related compensation decisions approved by the Board and CHC Committee, as applicable, in connection with Mr. Shafer's appointment, Mr. Almeida's separation without cause and Ms. Knight's appointment. Mr. Shafer: In order to recognize the significant time and effort required to serve as Chair and Interim CEO, while Mr. Shafer holds this position, his compensation will consist of: •An annual base salary payable at the rate $108,333.33 per month (equivalent to annualized base salary of $1,300,000); •A bonus equal to $600,000, payable upon the earlier of a) the six month anniversary of the CEO Transition Date (the Interim CEO Term) and b) when the successor CEO begins; and •An equity award with a target grant value of $2,500,000 made in RSUs on February 5, 2025, that will vest upon the completion of the Interim CEO Term. Mr. Shafer is also eligible to use the company aircraft, or, if unavailable, charter aircraft for any required business and commuting travel to company offices. The company will reimburse Mr. Shafer to make him whole for any taxes he incurs in connection with taxable income allocated to him based on his commuting travel (which includes any taxes payable in connection with any tax gross up paid to him). As discussed in "—Elements of Executive Compensation—Perquisites," Mr Shafer has entered into an Aircraft Time Sharing Agreement pursuant to which he will reimburse the company for any personal, non-commuting use of the company aircraft. The terms of Mr. Shafer's offer letter were structured to align with market practice and developed in consultation with the CHC Committee's independent compensation consultant. Mr. Almeida: In connection with his separation, Mr. Almeida’s outstanding equity awards will continue to vest in accordance with their terms through the CEO Separation Date, and, subject to his compliance with certain release requirements, he will receive a lump-sum separation payment equal to $6,890,000, payable no later than 60 days following the CEO Separation Date. This amount is equivalent to what Mr. Almeida would have received had he been terminated without “Cause” under the provisions of the Almeida Offer Letter. As compensation for services performed as Special Advisor during the period between the CEO Transition Date and the CEO Separation Date, Mr. Almeida will receive a salary based on an annual rate of $650,000 and continue to be eligible for the company’s health benefits. Mr. Almeida will not be eligible to receive any bonus under the 2025 annual incentive plan or any LTI awards for his service during 2025. The company will also arrange to provide him and his dependents health insurance benefits substantially similar to those provided to him and his dependents immediately prior to the CEO Separation Date for a period of 24 months following the CEO Separation Date (Post-Separation Health Benefits). Ms. Knight:

  59. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table shows compensation provided to the NEOs for the years indicated below.

  60. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)1 | Bonus ($)2 | Stock Awards ($)3 | Option Awards ($)4 | Non-Equity Incentive Plan Compensation ($)5 | All Other Compensation ($)6 | Total | | José E. Almeida | 2024 | 1,300,000 | — | 14,319,107 | — | 2,016,300 | 435,608 | 18,071,015 | | Former 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 | | Joel Grade | 2024 | 810,000 | 500,000 | 4,295,702 | — | 839,608 | 62,238 | 6,507,548 | | Executive Vice President and Chief Financial Officer | 2023 | 164,384 | — | 3,636,661 | 902,897 | 167,671 | 4,608 | 4,876,222 | | Heather Knight | 2024 | 883,333 | — | 4,607,152 | — | 1,039,500 | 66,505 | 6,596,490 | | Executive Vice President, Chief Operating Officer and Interim Group President, Medical Products & Therapies | 2023 | 791,507 | — | 2,395,122 | 838,466 | 771,091 | 64,057 | 4,860,243 | | Alok Sonig | 2024 | 787,500 | — | 3,583,345 | — | 904,000 | 70,961 | 5,345,806 | | Executive Vice President and Group President, Pharmaceuticals | 2023 | 725,000 | — | 1,710,802 | 598,904 | 794,568 | 36,759 | 3,866,033 | | Christopher Toth | 2024 | 1,000,000 | — | 5,119,077 | — | 1,387,500 | 78,224 | 7,584,801 | | Former Executive Vice President and Group President, Kidney Care | 2023 | 586,301 | 3,200,000 | 4,385,140 | — | 730,238 | 738,636 | 9,640,315 |

  61. 2024 Summary Compensation Table

    1.Amounts shown in this column represent base salary actually earned in the applicable year. For additional information regarding each NEO’s salary for 2024, see “Compensation Discussion and Analysis—Elements of Executive Compensation —Base Salary—2024 Actions.” 2.The amount shown for 2024 represents a $500,000 cash sign-on bonus for Mr. Grade, in connection with his hiring to (i) compensate for equity awards from his former employer that were scheduled to vest in the near term and (ii) increased costs associated with traveling to his work location in Deerfield, Illinois. The amount shown for 2023 for Mr. Toth represents a $3,200,000 cash sign-on bonus in connection with his hiring, to compensate Mr. Toth for (i) a portion of equity awards from his former employer that were scheduled to vest in the near term, as well as (ii) loss of bonus with his former employer, and (iii) increased costs due to his work location in Deerfield, Illinois prior to his permanent relocation. 3.Amounts shown for 2024 represent the grant date fair value of TSR PSUs granted in 2024 (to Messrs. Almeida and Grade only) and the grant date fair value of RSUs granted in 2024 (to all NEOs). 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, and the grant date fair value of RSUs granted in 2022. PSU awards reflect the grant date fair value computed in accordance with FASB ASC Topic 718. Refer to Note 9 to the Consolidated Financial Statements included in the 2024 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 2024 is as follows: $8,176,223 for Mr. Almeida, and $2,452,850 for Mr. Grade. For further information on these awards, see the “—2024 Grants of Plan-Based Awards” table. 4.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 “— 2024 Grants of Plan-Based Awards” table.

  62. 2024 Summary Compensation Table

    | | | 2025 Annual Meeting of Stockholders and Proxy Statement |

  63. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table summarizes grants of plan-based awards to NEOs in 2024.

  64. 2024 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) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mr. Almeida | | | | | | | | | | | | Annual Incentive2 | | | 0 | 2,145,000 | 5,362,500 | | | | | | | RSU Grant | 3/6/2024 | 2/12/2024 | | | | | | | 142,891 | 6,142,884 | | 2024 PSU Grant3 | 3/6/2024 | 2/12/2024 | | | | 71,446 | 142,891 | 285,782 | | 8,176,223 | | Mr. Grade | | | | | | | | | | | | Annual Incentive2 | | | 0 | 812,000 | 2,030,000 | | | | | | | RSU Grant | 3/6/2024 | 2/12/2024 | | | | | | | 42,867 | 1,842,852 | | 2024 PSU Grant3 | 3/6/2024 | 2/12/2024 | | | | 21,434 | 42,867 | 85,734 | | 2,452,850 | | Ms. Knight | | | | | | | | | | | | Annual Incentive2 | | | 0 | 945,000 | 2,362,500 | | | | | | | RSU Grant | 3/6/2024 | 2/12/2024 | | | | | | | 107,168 | 4,607,152 | | Mr. Sonig | | | | | | | | | | | | Annual Incentive2 | | | 0 | 800,000 | 2,000,000 | | | | | | | RSU Grant | 3/6/2024 | 2/12/2024 | | | | | | | 83,353 | 3,583,345 | | Mr. Toth | | | | | | | | | | | | Annual Incentive2 | | | 0 | 1,250,000 | 3,125,000 | | | | | | | RSU Grant | 3/6/2024 | 2/12/2024 | | | | | | | 119,076 | 5,119,077 |

  65. 2024 Grants of Plan-Based Awards

    1.RSUs are scheduled to vest ratably (33-1/3% per year) over the three-year vesting period beginning on the grant date. 2.The amounts shown represent award opportunities under Baxter’s 2024 annual incentive plan 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 a NEO’s individual performance assessment, which ranges between 0%—125% and is based as an initial matter on the company’s performance versus key 2024 strategic priorities, including various corporate responsibility matters as discussed in “Compensation Discussion and Analysis—Elements of Executive Compensation— Annual Incentive Plan—Determination of 2024 Annual Incentive Plan Payouts—Individual Performance". The actual annual incentive paid to each NEO for 2024 performance is reported in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. 3.PSUs granted to Messrs. Almeida and Grade in 2024 will be paid out in shares of Baxter common stock based on performance against relative TSR during the three-year performance period ending on December 31, 2026. For more information on how these payouts are determined, please see “Compensation Discussion and Analysis—Elements of Executive Compensation— Long-Term Incentive Plan—2024 Annual LTI Grants—LTI Grant Structure—2024 Annual PSU Grants”.

  66. 2024 Grants of Plan-Based Awards

    | | | 2025 Annual Meeting of Stockholders and Proxy Statement |

  67. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table summarizes equity awards outstanding for the NEOs as of December 31, 2024.

  68. Outstanding Equity Awards at 2024 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 | 348,483 | | 77.15 | 3/3/2031 | | | | | | | 3/2/2022 | 101,064 | 50,532 | 85.23 | 3/2/2032 | | | | | | | 3/1/2023 | 93,815 | 187,630 | 39.06 | 3/1/2033 | | | | | | | 3/2/2022 | | | | | 11,659 | 339,988 | | | | | 3/1/2023 | | | | | 47,331 | 1,380,182 | | | | | 3/6/20246 | | | | | 139,310 | 4,062,279 | | | | | 3/2/2022 | | | | | | | — | — | | | 3/1/2023 | | | | | | | 141,995 | 4,140,578 | | | 3/6/2024 | | | | | | | 72,638 | 2,118,138 | | Mr. Grade | 12/1/2023 | 34,091 | 68,182 | 36.55 | 12/1/2033 | | | | | | | 12/1/2023 | | | | | 19,239 | 561,022 | | | | | 12/1/2023 | | | | | 17,315 | 504,917 | | | | | 3/6/2024 | | | | | 43,583 | 1,270,874 | | | | | 12/1/2023 | | | | | | | 51,945 | 1,514,721 | | | 3/6/2024 | | | | | | | 21,791 | 635,437 | | 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 | 21,780 | | 77.15 | 3/3/2031 | | | | | | | 3/2/2022 | 16,538 | 8,269 | 85.23 | 3/2/2032 | | | | |

  69. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table sets forth stock options exercised and RSUs and PSUs that vested in 2024 for the NEOs.

  70. 2024 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)1 | | Mr. Almeida | — | — | 67,400 | 2,758,031 | | Mr. Grade | — | — | 18,276 | 613,173 | | Ms. Knight | — | — | 26,522 | 991,948 | | Mr. Sonig | — | — | 11,456 | 450,213 | | Mr. Toth | — | — | 36,469 | 1,242,857 |

  71. 2024 Option Exercises and Stock Vested

    1.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's common stock on the vesting date.

  72. 2024 Nonqualified Deferred Compensation Plan

    2024 Nonqualified Deferred Compensation Plan

  73. 2024 Nonqualified Deferred Compensation Plan

    | Name | Executive Contributions in 2024 ($)1 | Registrant Contributions in 2024 ($)2 | Aggregate Earnings in 2024 ($)3 | Aggregate Balance at December 31, 2024 ($)4, 5 | | Mr. Almeida | $— | $94,287 | $131,044 | $1,063,806 | | Mr. Grade | $39,095 | $42,103 | $4,589 | $67,989 | | Ms. Knight | $115,664 | $35,736 | $103,765 | $838,333 | | Mr. Sonig | $— | $37,054 | $326 | $15,103 | | Mr. Toth | $— | $41,557 | $153 | $7,214 |

  74. 2024 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. 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 2024 and credited to accounts in February 2025. 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. 4.Amounts in this column exclude company non-matching contributions attributable to 2024 but not credited to participant accounts as of December 31, 2024. 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:

  75. 2024 Nonqualified Deferred Compensation Plan

    | Name | Amount Previously Reported ($) | | Mr. Almeida | 706,625 | | Mr. Grade | — | | Ms. Knight | 160,132 | | Mr. Sonig | 13,015 | | Mr. Toth | 7,062 |

  76. 2024 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 under the 401(k) Plan. Any participant who either was hired after December 31, 2006, 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 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

  77. 2024 Nonqualified Deferred Compensation Plan

    | | | 2025 Annual Meeting of Stockholders and Proxy Statement |

  78. 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 31, 2024 (other than with respect to Messrs. Almeida and Toth who no longer serve as executive officers of the company).

  79. 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, Former Chair, President and CEO. For the year ended December 31, 2024: •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 $70,331; and •the annual total compensation of Mr. Almeida as reported in the “Total” column of the Summary Compensation Table above was $18,071,015. Based on this information, the estimated ratio of Mr. Almeida’s annual total compensation for 2024 to the annual total compensation of the median Baxter employee in 2024 is 257 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. Given there was no change in the company’s employee population or employee compensation arrangements as of December 31, 2024 that the company believes would result in a significant change to the pay ratio disclosure, the same median employee was used for the 2024 analysis as was used for the 2023 analysis, as permitted under the applicable SEC rules. To identify the median employee from Baxter’s employee population for the 2023 proxy statement, 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.

  80. CEO Pay Ratio

    | | | 2025 Annual Meeting of Stockholders and Proxy Statement |

  81. 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.

  82. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO¹ ($) | Compensation Actually Paid to PEO1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income (Loss) ($ Millions)5 | Net Sales ($ Millions)6 | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | 18,071,015 | 9,204,471 | 6,508,661 | 4,227,617 | 38.55 | 146.87 | (638) | 15,149 | | 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 |

  83. 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.

  84. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | 2024 | | James K. Saccaro | James K. Saccaro | James K. Saccaro | Joel Grade | Joel Grade | | Giuseppe Accogli | Giuseppe Accogli | Giuseppe Accogli | James K. Saccaro | Heather Knight | | Cristiano Franzi | Cristiano Franzi | Cristiano Franzi | Brian Stevens | Alok Sonig | | Sean Martin | Andrew Frye | David Rosenbloom | Cristiano Franzi | Christopher Toth | | | | | Heather Knight | | | | | | Alok Sonig | | | | | | Christopher Toth | |

  85. 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. 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, 2022, and 2023 has not changed from what was included in the company’s 2023 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 (or Average 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 (or Average Exclusion) of Change in Pension Value” columns reflect the amounts attributable to the “Change in Pension Value” reported in the Summary Compensation Table. Amounts in the “Inclusion (or Average Inclusion) of Pension Service Cost” columns are based on the service cost for services rendered during the listed year.