Baxter International : 2025 Proxy Statement

About this update from Baxter International Inc.

‌UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12 Baxter International Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX): ☑ No fee required. Fee paid previously with preliminary materials: Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Notice of 2OZ6 Annual Meeting of STockholders and Proxy StatemenT May 5, Z0Z6 Baxter International Inc. Headquarters One Baxter Parkway Deerfield, Illinois 60015 Dear Stockholder Baxter International Inc. One Baxter Parkway Deerfield, Illinois 60015 March 13, 2026 I am pleased to invite you to attend Baxter's 2026 Annual Meeting of Stockholders, to be held on Tuesday, May 5, 2026, at 9:00 a.m. Central Time. The accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement provide detailed information regarding the meeting and the matters to be voted upon. I joined Baxter as president and chief executive officer (CEO) in late August 2025, at a meaningful moment in Baxter's ongoing transformation. Since then, my focus has been clear: to listen and learn, engage deeply across the organization and with our customers and stockholders, and lead decisively, building on Baxter's solid foundation while positioning the company for long-term success. It is a privilege to lead a company with Baxter's legacy and our Mission to Save and Sustain Lives. Each year, our essential, market-leading products help support the care of more than 350 million patients worldwide, highlighting our commitment to those we serve. Year-in-Review Highlights Baxter made meaningful progress over the past year across strategic, operational, innovation and corporate responsibility priorities, including the following: Portfolio Action: Completed the sale of the Kidney Care business, now known as Vantive Health LLC, to Carlyle Group Inc. on January 31, 2025, generating approximately $3.3 billion of net after-tax proceeds. This transaction marked the final piece of the strategic transformation initiatives announced in January 2023. Product Introductions and Innovation: Introduced several new products and solutions across our portfolio, including: Welch Allyn Connex 360 Vital Signs Monitor , a next-generation patient monitoring device within Baxter's connected monitoring portfolio. Voalte Linq , a device powered by Scotty assistant, Baxter's first voice-activated technology, designed to streamline communication among care teams and integrate with Baxter's care communications suite, including Voalte Mobile and Voalte Nurse Call. Hemopatch Sealing Hemostat with room-temperature storage, launched in markets throughout Europe to enhance accessibility in the operating room. Operational Resilience and Supply Chain Strength: Continued to execute recovery actions following the impact of Hurricane Helene in late September 2024 at Baxter's North Cove manufacturing facility. By May 2025, inventory levels were restored and product allocations removed for all intravenous (IV) solutions manufactured at the site. Baxter also received a Gold Level Resiliency Badge from the Healthcare Industry Resilience Collaborative in the areas of IV Solutions, Nutrition Solutions, and Premix Drugs. Customer Programs and Partnerships: Expanded participation in customer supply-assurance programs, including collaboration with Vizient Inc. (the U.S.'s largest provider-driven healthcare performance improvement company) to incorporate IV fluids into the Vizient Reserve Program, providing participating healthcare organizations with access to dedicated, on-demand inventory during periods of supply disruption. Corporate Responsibility: Published Baxter's 2024 Corporate Responsibility Report, reinforcing our continuing commitment to responsible, transparent and sustainable business practices. As just one example, last November, the Baxter Foundation announced a renewed partnership with Northwestern University's School of Education and Social Policy, supported by a three-year $2.6 million grant, to continue delivering STEM programs for students and teachers across Chicagoland through the Baxter Center for Science Education. Our Focus Despite our many accomplishments, this past year was challenging for the company and we are in the early stages of a turnaround. My role as president and CEO is still in the early days, and I am encouraged by the engagement of our employees worldwide and by the progress underway across the company as we work to deliver strategically, operationally and commercially. Baxter remains focused on stabilizing business performance, strengthening execution, thoughtful capital allocation and long-term value creation, guided by our Mission and supported by a resilient, dedicated global team. And as we build from this foundation, we are taking steps to help ensure we continue progressing toward Building the Best Baxter. Central to these efforts was the launch last October of the Baxter Growth and Performance System (GPS), which establishes a consistent operating cadence, shared performance expectations and culture of continuous improvement. In parallel, we refined our operating model to reduce complexity and bring leadership closer to our customers and markets. Earlier this year, we introduced a streamlined structure that removes a layer of leadership and embeds more functional capabilities directly within our businesses. These changes are intended to support faster decision-making, clearer accountability and improved execution. As these actions take hold, teams across Baxter are increasingly aligned around their business priorities and customer needs. Guided by GPS, we remain focused on operational effectiveness, disciplined capital allocation and sustainable long-term value creation, always inspired by our vision to redefine healthcare delivery across the care journey. Annual Meeting Information Baxter's 2026 Annual Meeting of Stockholders will be held exclusively in a virtual format. Attendance and participation information is included in the accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement. Details of the business to be conducted at the Annual Meeting are described in the Proxy Statement, which stockholders are encouraged to review carefully. Your vote is important to us, and I urge you to vote your shares as promptly as possible. Stockholders may vote by Internet or telephone. If you received a paper copy of the proxy card by mail, you may sign, date and return the proxy card in the accompanying envelope. Stockholders of record will also be able to vote at the Annual Meeting. You will be able to submit questions in advance of and during the Annual Meeting. On behalf of the Board of Directors and management, thank you for your continued support and investment in Baxter. We look forward to your participation in the Annual Meeting. Regards, Andrew Hider President and CEO Dear Stockholder Baxter International Inc. One Baxter Parkway Deerfield, Illinois 60015 March 13, 2026 Thank you for your continued support and investment in Baxter. This past year has been a challenging year for the company, and it was also a year of tremendous change, during which I acted as the interim CEO beginning in February 2025 until the appointment of Andrew Hider as president and CEO this past August. We appointed Andrew following a robust search process. Our objective in appointing Andrew was to bring a proven, top-quality leader well-positioned to help unlock the full potential of Baxter as a transformed, more streamlined and focused company. Baxter has a strong foundation built on its foundation to Save and Sustain Lives but strengthening our business and positioning for growth is a long-term transition that takes time. The full Board is supportive of the actions Andrew and the management team are taking to set a new clear path forward and deliver meaningful impact for customers, patients and long-term value creation for stockholders. The full Board continues to play a critical role in our strategy oversight, and in 2025, we completed the strategic initiatives previously announced in January 2023, including the sale of our Kidney Care business. We are also particularly proud of the swift actions Baxter took, with direct oversight from our Board, in response to Hurricane Helene, supporting our employees in the impacted communities, bringing the North Cove facility back online in late 2024 and helping to provide ongoing supply to our patients while we worked to return the facility to pre-hurricane levels (which we did in early 2025). In 2025, the Board remained committed to strong corporate governance practices and transparent disclosure as highlighted by the following focus areas and recent developments at Baxter: Effective Board and Management Succession Planning: The Board took a thoughtful approach to the CEO succession process and evaluated both internal and external candidates before appointing Andrew Hider as CEO in August. We retained a leading search firm to support us and the Board formed a CEO Search Working Group consisting of independent directors to oversee the process. In 2025, the Board also formed an Operating Committee to assist management and the Board throughout the ongoing CEO transition. The Operating Committee dissolved in January 2026 in accordance with the terms of its charter. In connection with Andrew's appointment, the Board determined it was the appropriate time to separate the roles of Chair of the Board and CEO, consistent with prior commitments made by the Board. The Board regularly reviews its leadership structure and believes that separating the positions of Chair and CEO at this stage of Baxter's transformation best allows Andrew to focus on facilitating strong executive leadership, as well as the day-to-day strategic, operational and financial matters necessary to operate our business. Robust Board Refreshment and Active Committee Chair Rotation: The Board is composed of an experienced group of independent directors with an appropriate mix of skills, experience and qualifications to provide effective company oversight. The Board believes in the importance of maintaining a balance of fresh perspectives and significant institutional knowledge and expertise, and as such, views our comprehensive refreshment practices as a critical component of better positioning Baxter for long-term success in a dynamic industry and a complex regulatory environment. As part of our thoughtful approach to Board composition, we welcomed Michael McDonnell to the Board and the Audit Committee in February. Michael is the former executive vice president and chief financial officer of Biogen Inc., and complements the Board's breadth of expertise with decades of CFO experience across major global life sciences and technology companies, and deep proficiency in financial management, capital markets and governance. With Michael's appointment, we have added three of our current independent directors to the Board over the last three years. We would also like to take a moment to thank our departing directors: Cathy Smith and Stephen Rusckowski, who resigned from the Board in February, and Dr. Stephen Oesterle, who will be retiring from the Board in May in accordance with our retirement policy, for their service and contributions to the Board throughout their respective tenures. In connection with our ongoing Board refreshment, and as part of our commitment to continuously evaluate our Board Committee leadership, we are pleased to announce that William Ampofo will be taking on the role of Quality and Regulatory Compliance Committee Chair upon Dr. Oesterle's retirement and Patricia Morrison assumed the position of Nominating, Corporate Governance and Public Policy Committee Chair earlier this year in connection with Cathy Smith's departure. ‌Commitment to Stockholder Engagement and Responsiveness: Baxter maintains a robust annual corporate governance engagement program that allows us to better understand the perspectives of our stockholders. In 2025, Baxter reached out to and engaged with many of our institutional stockholders, focusing conversations on strategy and performance, management succession planning, the Board leadership structure, executive compensation and other corporate governance and sustainability matters. As a result of our stockholder engagement, the Board is better able to incorporate stockholder views into our decision-making process. Specifically, in response to the support received for a 2024 stockholder proposal, the Board amended Baxter's stock ownership guidelines to implement additional executive stock retention requirements to better support achievement of the required holdings in the prescribed timeframe. Baxter also continues to evolve its proxy disclosure in response to feedback we have heard from our stockholders, further clarifying the factors that are considered when reviewing executive pay. We remain committed to soliciting the views of our stockholders and continuing our strong track record of responsiveness. On behalf of the Board, thank you in advance for your support at the 2026 Annual Meeting of Stockholders, which will be held on May 5, 2026. The attached Notice of 2026 Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business being conducted. As we move forward in 2026 and beyond, we believe Baxter is well positioned to enhance its operational effectiveness and ultimately to drive benefit to our patients, customers and stockholders. We remain confident in the strength of our leadership team and Board to guide Baxter forward. Best regards, Brent Shafer Non-Executive Chair of the Board ‌Table of Contents Notice of 2026 Annual Meeting of Stockholders and Proxy Statement 1 2025 Option Exercises and Stock Vested 72 2025 Nonqualified Deferred Compensation Plan 72 Proxy Statement Highlights 2 Corporate Governance at Baxter International Inc. 14 Potential Payments Upon Termination or Following a Change in Control 74 Proposal 1 - Election of Directors 14 Nominees for Election as Directors 15 Board of Directors 24 Other Corporate Governance Information 27 Board Responsibilities 28 Board Structure and Processes 31 Committees of the Board 32 Director Compensation 36 Sustainability and Corporate Responsibility 39 Executive Compensation 41 CEO Pay Ratio 80 Pay Versus Performance Disclosure 81 Option Award Disclosure 86 Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm for 2026 87 Audit Matters 87 Audit Committee Report 88 Audit and Non-Audit Fees 89 Pre-Approval of Audit and Permissible Non-Audit Fees 89 Ownership of Baxter Stock 90 Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation for 2025 41 Security Ownership by Directors and Executive Officers 90 Compensation and Human Capital Committee Report 42 Compensation Discussion and Analysis 43 Executive Summary 44 Structure of Executive Compensation Program 47 Elements of Executive Compensation 52 Additional Compensation Governance 62 Executive Compensation Tables 65 2025 Summary Compensation Table 65 2025 Grants of Plan-Based Awards 67 Outstanding Equity Awards at 2025 Fiscal Year-End 69 Security Ownership by Certain Beneficial Owners 91 Delinquent Section 16(a) Reports 92 Proposal 4 - Approval of the Baxter International Inc. Second Amended and Restated 2021 Incentive Plan 93 Proposal 5 - Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Amend Board Size 105 General Information 107 Other Information 110 Appendix A A-1 ‌Notice of 2026 Annual Meeting of Stockholders and Proxy Statement The accompanying proxy statement is solicited on behalf of the Board for use at the Annual Meeting to be held on Tuesday, May 5, 2026. On or about March 23, 2026, Baxter International Inc. (we, our, Baxter or the company) began mailing to stockholders of record a Notice of Internet Availability of Proxy Materials providing instructions on how to access proxy materials via the Internet and how to vote online ( https://www.proxyvote.com ). Stockholders who did not receive the Notice of Internet Availability of Proxy Materials as a result of a previous election will receive a paper or electronic copy of the proxy materials, which we also began sending on or about March 23, 2026. To assist you in reviewing the proposals to be acted upon at the Annual Meeting, this section presents summary detail about each non-routine voting item. For more complete information, please review our Annual Report on Form 10-K for the year ended December 31, 2025 and the complete proxy statement. Meeting Details Tuesday, May 5, 2026 at 9:00 a.m., Central Time Online access to the Annual Meeting will begin at 8:45 a.m., Central Time, on the same date The Annual Meeting is scheduled to be held by means of a virtual-only format to provide a safe, convenient and cost-efficient experience to all stockholders regardless of location. The Annual Meeting will be held for the following purposes: PROPOSAL BOARD RECOMMENDATION PAGE 1 To elect the nine directors named in this proxy statement. FOR each nominee 14 2 FOR 41 FOR 87 FOR 93 FOR 105 To approve, on an advisory basis, named executive officer compensation for 2025. 3 To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026. 4 To approve the Baxter International Inc. Second Amended and Restated 2021 Incentive Plan. 5 To approve an amendment to our Amended and Restated Certificate of Incorporation to amend Board size. You can attend the Meeting by accessing www.virtual shareholdermeeting.com/BAX2026 Stockholders of record at the close of business on March 13, 2026 will be entitled to vote at the Annual Meeting. By order of the Board, Ellen K. Bradford | Corporate Secretary Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders The proxy statement relating to the Annual Meeting and the Annual Report to Stockholders for the year ended December 31, 2025 are available at http://materials.proxyvote.com/071813 The Annual Meeting will again be held only in a virtual format to provide a safe, convenient and cost-efficient experience to all stockholders regardless of location. As always, you are encouraged to vote your shares prior to the Annual Meeting whether or not you plan to attend the Annual Meeting. Details on how to attend the Annual Meeting and further information can be found at "Other Information-Attending the Annual Meeting." 2026 Annual Meeting of Stockholders and Proxy Statement | 1 Proxy Statement Highlights To assist you in reviewing the proposals to be acted upon at the Annual Meeting, this section presents summary detail about each non-routine voting item. For more complete information, please review the Baxter International Inc. (we, our, Baxter or the company) Annual Report on Form 10-K for the year ended December 31, 2025 (the 2025 Form 10-K) and the complete proxy statement. Proposal 1 Election of Directors What am I voting on? You will be asked to vote for the election of the nine director nominees set forth below for a term of one year. What is the Board's recommendation? The Board recommends a vote FOR the election of each of the director nominees. As reflected in the director skills matrix included on page 4, the Board believes that the nine directors standing for election possess a desirable mix of skills, backgrounds, professional and industry experience and qualifications. The composition of the Board further reflects its commitment to regular refreshment, as demonstrated by the appointment of Michael McDonnell earlier this year. The Board believes that each director is individually qualified to make meaningful and substantial contributions to the Board, and, collectively, the directors' diverse and complementary skill sets, viewpoints and perspectives enable the Board to provide Baxter with valuable insight and effective oversight with respect to our business, overall performance and strategic direction. Our directors' qualifications have also enabled the Board, as a whole, to more effectively consult with management on succession planning, including in connection with Andrew Hider's appointment as President and CEO, effective in August 2025, as well as with respect to our strategic and operational actions and capital allocation decisions (including the January 2025 sale of our Kidney Care business and our response to Hurricane Helene). See below for additional information regarding the qualifications, experiences and backgrounds of the director nominees and recent Board developments. Where can I find more information? Concise supporting information is presented below. See also " Corporate Governance at Baxter International Inc.-Proposal 1-Election of Directors " for additional information. The Board recommends a vote FOR the election of each of the director nominees. 2 | 2026 Annual Meeting of Stockholders and Proxy Statement Overview of Director Nominees NAME 1 PRIMARY OCCUPATION AGE DIRECTOR SINCE INDEPENDENT Y/N KEY ATTRIBUTES AND SKILLS A CHC NCGPP QRC William A. Ampofo II Senior Vice President, Parts & Distribution Services and Supply Chain, Boeing Global Services, Boeing Company 52 2023 Y Deep operational expertise and strong track record as a supply chain leader Significant experience driving transformation and enabling strategic transactions at multinational companies ⏺ Jeffrey A. Craig Former Chief Executive Officer and President, Meritor, Inc. 65 2024 Y Significant financial expertise, including as Chief Financial Officer at Meritor, Inc. Meaningful leadership, risk management and operational experience ⏺ ⏹ Andrew P. Hider President and Chief Executive Officer 49 2025 N Strong track record of disciplined execution and innovation Meaningful experience leading global organizations and driving strategic transactions Michael R. McDonnell Former Executive Vice President and Chief Financial Officer of Biogen Inc. 62 2026 Y Significant financial expertise and corporate leadership experience, including in business transformation, complex refinancing and capital structure optimization, financial management, accounting principles and practices and capital markets transactions Meaningful management experience in the global healthcare industry ⏹ Patricia B. Morrison Former Executive Vice President, Customer Support Services & Chief Information Officer, Cardinal Health, Inc. 66 2019 Y Significant experience in information technology (IT) and cybersecurity at global healthcare companies Meaningful human capital management experience ⏹ ⏺ Nancy M. Schlichting Former President and Chief Executive Officer, Henry Ford Health System 71 2021 Y Significant experience in healthcare administration in senior-level executive roles with health care providers Meaningful human capital management experience ⏺ ⏹ Brent Shafer ▲ Former Chair and Chief Executive Officer, Cerner Corporation 68 2022 Y Significant experience leading global organizations, including as Chair and Chief Executive Officer of Cerner Corporation Strong digital health capabilities and experience transforming complex organizations ⏹ Amy A. Wendell Former Senior Vice President of Strategy and Business Development, Covidien plc 65 2019 Y Extensive experience in business development and strategy in the healthcare industry, including significant mergers & acquisitions and integration experience Expertise in portfolio management and resource allocation decision making ⏹ ⏹ David S. Wilkes, M.D. Former Dean of University of Virginia School of Medicine, Chief Scientific Officer and Co- Founder, ImmuneWorks, Inc. 69 2021 Y Significant scientific and medical experience, including as the co-founder and chief scientific officer of a biotechnology start-up Extensive experience leading large, complex organizations, including as a former dean of a large medical school ⏹ ⏹ ⏺ Committee Chair ▲ Independent Chair of the Board NCGPP Nominating, Corporate Governance and Public Policy Committee ⏹ Committee Member A Audit Committee QRC Quality and Regulatory Compliance Committee CHC Compensation and Human Capital Committee 1. Directors standing for election on May 5, 2026. Committee assignments and ages reflected in this chart generally speak as of March 13, 2026; provided, that Mr. Ampofo's appointment as the chair of the QRC Committee will become effective in May 2026 in connection with Dr. Stephen Oesterle's retirement from the Board. 2026 Annual Meeting of Stockholders and Proxy Statement | 3 ‌Board Qualifications, Experiences and Backgrounds The matrix included below represents some of the key skills, experiences and backgrounds that the Board has identified as particularly valuable and illustrates how the current director nominees individually and collectively possess these key competencies and backgrounds. The matrix does not encompass all of the skills, experience, qualifications and attributes of the director nominees (including additional ones that may have been considered in this year's director nomination process), and no specific weights are assigned to any of the skill sets in the matrix. Additionally, the fact that a particular skill, experience, qualification or attribute for a nominee is not listed below does not mean that he or she does not possess that particular skill, experience, qualification or attribute. The Board believes that its highly qualified director nominees provide the Board with a complementary mix of skills, experience and perspectives necessary for effective oversight. WILLIAM JEFFREY ANDREW MICHAEL PATRICIA NANCY BRENT AMY DAVID SKILLS AND EXPERIENCE AMPOFO CRAIG HIDER MCDONNELL MORRISON SCHLICHTING SHAFER WENDELL WILKES Healthcare Marketing / Delivery Relevant expertise required to effectively assess Baxter's portfolio management and innovation strategies in light of the competitive and dynamic landscape in which we operate ⏹ ⏹ ⏹ ⏹ ⏹ ⏹ Quality, Regulatory and Compliance Critical skills (including the development and oversight of clinical trials) needed to help us launch new products and maintain our commitment to patient safety and quality ⏹ ⏹ ⏹ ⏹ Financial Expertise / Risk Management Critical skills necessary to help promote our financial performance and to help maintain appropriate internal controls ⏹ ⏹ ⏹ ⏹ ⏹ ⏹ ⏹ ⏹ Manufacturing and R&D Critical knowledge to help oversee our global manufacturing and research and development operations, including in response to global supply chain challenges and evolving macroeconomic dynamics ⏹ ⏹ ⏹ ⏹ ⏹ Cyber / IT Relevant expertise as we pursue digital health opportunities, consistent with emerging cybersecurity, privacy and artificial intelligence regulations as well as evolving market demands ⏹ ⏹ M&A / Transactional Important skills to help us achieve our long term strategies as we assess potential future portfolio adjustments consistent with our deleveraging commitments ⏹ ⏹ ⏹ ⏹ ⏹ ⏹ ⏹ International International market knowledge and business acumen relevant to our international business operations. ⏹ ⏹ ⏹ ⏹ ⏹ ⏹ ⏹ Human Capital Management Essential skills to help oversee our talent and leadership development, employee compensation and employee engagement efforts ⏹ ⏹ ⏹ ⏹ ⏹ ⏹ ⏹ Other Sector Leadership Enables the Board to incorporate best practices from other industries, in response to emerging trends or otherwise ⏹ ⏹ ⏹ ⏹ ⏹ ⏹ ⏹ ⏹ DEMOGRAPHIC INFORMATION (1) Gender M M M M F F M F M Ethnic/Racial Diversity ⏹ ⏹ LGBTQ+ ⏹ 1. As self-identified by each director nominee. 4 | 2026 Annual Meeting of Stockholders and Proxy Statement 2025 Board and Governance Highlights Strong Governance Practices We remain committed to strong corporate governance practices and protecting stockholder rights. As a result, the Board has adopted the following practices and provisions, among others: CORPORATE GOVERNANCE HIGHLIGHTS COMMITMENT TO STOCKHOLDER RIGHTS STRONG GOVERNANCE PRACTICES Annual director elections • Meaningful director and officer stock ownership requirements, which Stockholders have the right to call special meetings (with a 15% were recently revised consistent with peer company practices and in threshold) response to stockholder feedback Stockholders have the right to act by written consent • Policy on directors' outside public company board service Proxy access rights • Annual Board and committee self-evaluations (with the assistance of third-party advisors from time to time) Majority voting standard coupled with a resignation policy • Annual independent director evaluations of the CEO Single class of voting stock • Comprehensive Board oversight of strategic and operational plans, No poison pill in place transformation initiatives, risk management (including cybersecurity, data protection, artificial intelligence and sustainability and corporate No supermajority voting provisions responsibility matters) and Board and management succession Annual "Say-on-Pay" advisory vote planning Robust stockholder engagement program, including participation of • Policies prohibiting hedging, short selling and pledging of our select directors common stock Robust director orientation and continuing education BOARD COMPOSITION INDEPENDENCE Separated the Chair and CEO positions, with an independent Non- • All Board committee members are independent Executive Chair • Eight of nine director nominees are independent Board comprised of directors with a diverse mix of skills, • Use of independent experts, such as auditors and compensation backgrounds, professional and industry experience and qualifications consultants Mandatory retirement age (subject to certain specified exceptions) • Executive sessions of independent directors held at each regularly Regular Board refreshment, which has resulted in the appointment of scheduled Board meeting three of our current independent directors over the last three years Varied lengths of Board tenure with an average tenure of 3.6 years for the director nominees Governance Practices See pages 24 and 27 2026 Annual Meeting of Stockholders and Proxy Statement | 5 Focus on Board Refreshment and Oversight Responsibilities Continued Board focus on refreshment, as well as consideration of feedback from our stockholders, led to the separation of the Chair and CEO roles and additional changes in Board and committee composition and responsibilities in 2025 and 2026, as described below: BOARD REFRESHMENT AND OVERSIGHT RESPONSIBILITIES In February 2025, Brent Shafer was appointed as Executive Chair • In February 2026, the Board appointed Michael McDonnell, former and Interim CEO in connection with the departure of Joe Almeida, Chief Financial Officer of Biogen Inc., to the Board. our former CEO, while the Board searched for a permanent CEO • Ongoing Board refreshment resulted in the appointment of Jeffrey with the assistance of a leading search firm. The Board also formed Craig to the CHC Committee and the appointment of Mr. McDonnell a CEO Search Working Group consisting of independent directors to to the Audit Committee. Patricia Morrison was appointed as chair of oversee the search. Nancy Schlichting served as Lead Independent the NCGPP Committee in connection with Cathy Smith's departure Director during this interim period. from the Board. In February 2025, the Operating Committee of the Board was formed • Dr. Stephen Oesterle will retire from the Board, in accordance with to support the CEO transition. It was dissolved in January 2026, six the Board's mandatory retirement policy, in May 2026. William months after the appointment of the permanent CEO in accordance Ampofo will become the chair of the QRC Committee, effective upon with the terms of its charter. Dr. Oesterle's retirement. In August 2025, Andrew Hider was appointed as President and CEO • Refreshed our Corporate Governance Guidelines and each standing and as a director of the Board after completion of a robust search committee's charter in furtherance of our continuing commitment to process. strong governance and transparency. For additional information on In August 2025 in connection with Mr. Hider's appointment, the roles our Corporate Governance Guidelines and committee charters, see of Chair of the Board and CEO were separated (consistent with the " Corporate Governance at Baxter International Inc.-Other Corporate Board's prior commitments) and Brent Shafer was appointed to Governance Information-Corporate Governance Guidelines " and serve as Non-Executive Chair of the Board. " Corporate Governance at Baxter International Inc.-Committees of the Board ", respectively. Average Director Age * Average Director Tenure * 63 years 3.6 years * Applicable to director nominees as of March 13, 2026. Board's and Board Committees' Annual Self-Assessment Process In November 2025, the Board and each of its committees conducted a self-assessment process in which each independent director provided commentary on the performance and effectiveness of the Board and each committee on which he or she served. Outputs from this assessment process informed the Board's and each committee's continuing refreshment efforts as well as changes to standing committee charters and our Corporate Governance Guidelines. For more information regarding this annual evaluation process, see "Corporate Governance at Baxter International Inc.- Board of Directors- Annual Board and Committee Evaluation". 6 | 2026 Annual Meeting of Stockholders and Proxy Statement Stockholder Engagement We have a robust corporate governance outreach program in place to enable us to better understand the perspectives of our stockholders. Our efforts to engage with stockholders on these important topics are reflected by the following statistics: Total Percentage of Shares Held by Stockholders Contacted in 2025* Total Percentage of Shares Held by Stockholders Engaged in 2025* ~ 68% ~ 61% * Calculated as of December 31, 2025. Topics discussed with stockholders in 2025 included our strategy and performance, management succession planning (including the Board's search for a permanent CEO) and other corporate governance and strategic matters, including Board composition, Board leadership structure, executive compensation matters, proposed changes to our stock ownership guidelines and sustainability and corporate responsibility initiatives. Responsiveness to Stockholders We are committed to being responsive to the views of stockholders and have worked to reflect stockholders' perspectives in our governance policies, executive compensation program and sustainability and corporate responsibility initiatives. This engagement over the years has resulted in enhancements to our proxy statement disclosure, including disclosures relating to ongoing Board refreshment efforts, management succession planning as well as various corporate governance and sustainability and corporate responsibility related updates. In addition, the Board amended Baxter's stock ownership guidelines to implement additional stock retention requirements to better support achievement of the required stock ownership in the applicable compliance period (see "Executive Compensation-Compensation Discussion and Analysis-Additional Compensation Governance-Stock Ownership Guidelines for Executive Officers" for additional detail on the amendments to our stock ownership guidelines). While the Board adopted these changes consistent with peer company practices, stockholder feedback in response to a related stockholder proposal informed the Board's decision making. We continue to evolve our disclosure regarding the performance reviews of the CEO and the other named executive officers (NEOs) and related incentive payout determinations. We also continue to evaluate our compensation policies in light of stockholder feedback as recently shown with the implementation of our new executive cash severance policy, which limits each named executive officers' cash severance benefits. These actions are a continuation of the Board's strong track record of attentiveness to stockholder feedback. 2026 Annual Meeting of Stockholders and Proxy Statement | 7 Proposal 2 Advisory Vote to Approve Named Executive Officer Compensation for 2025 What am I voting on? You are asked to cast a non-binding advisory vote to approve Baxter's 2025 compensation programs as described in the "Executive Compensation-Compensation Discussion and Analysis" section of the proxy statement. What is the Board's recommendation? The Board recommends a vote FOR this proposal. The Board and the CHC Committee believe that Baxter's executive compensation programs appropriately align executives' interests with Baxter's strategies and long-term objectives. See "-Performance Highlights" below for additional information regarding 2025 financial and compensation design highlights. Where can I find more information? Concise supporting information is presented below. See " Executive Compensation -Proposal 2-Advisory Vote to Approve Named Executive Officer Compensation for 2025 " for additional information. The Board recommends a vote FOR this proposal. 8 | 2026 Annual Meeting of Stockholders and Proxy Statement Performance Highlights Baxter's publicly reported financial results from continuing operations for 2025 are set forth below. Our performance in 2025 reflects the impact of certain macroeconomic and operational challenges, including the impact of global tariffs and clinical practice changes following Hurricane Helene. These amounts do not include results for our former Kidney Care business, which was sold in January 2025 and the results of which are reflected in our discontinued operations for 2024 and 2025. Baxter's publicly Adjusted Earnings per Share Operating Cash Flow disclosed results from continuing operations for 2025 $2.27 $951M 20% versus 2024 16% versus 2024 Global Net Sales GAAP Earnings per Share Free Cash Flow $11.2B ($1.75) $438M 6% versus 2024 NM 1 17% versus 2024 1. No material change from 2024. The amounts set forth above represent Baxter's publicly disclosed results from continuing operations for 2025. Adjusted earnings per share (EPS) and free cash flow are non-GAAP financial measures. Adjusted EPS excludes the impact of special items, net of the related income tax effects. For purposes of calculating performance under our 2025 annual incentive plan, this measure is referred to in this proxy statement as Adjusted EPS From Continuing Operations. Free cash flow represents net cash provided by operating activities less capital expenditures. For purposes of calculating performance under our 2025 annual incentive plan, this measure is referred to in this proxy statement as Free Cash Flow From Continuing Operations. See Baxter's Periodic Report on Form 8-K dated February 12, 2026 for a reconciliation of these non-GAAP measures to the applicable measure calculated in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and for information about why management believes that non-GAAP financial measures, when used in conjunction with the results presented in accordance with GAAP and the company's reconciliations to corresponding GAAP financial measures, may enhance an investor's overall understanding of our past financial performance and prospects for the future. Non-GAAP financial measures should be considered in addition to, and not as substitutes for, information prepared in accordance with GAAP. For purposes of calculating performance under the company's 2025 annual incentive plan, net sales were calculated at budgeted exchange rates (as of January 1, 2025). This measure is referred to in this proxy statement as Adjusted Net Sales From Continuing Operations. See "Executive Compensation-Compensation Discussion and Analysis-Elements of Executive Compensation-Determination of 2025 Annual Incentive Plan Payouts" for reconciliations of Adjusted Net Sales From Continuing Operations, Adjusted EPS From Continuing Operations and Free Cash Flow From Continuing Operations to the applicable measures calculated in accordance with GAAP. Further Information Financial results for 2025 See page 44 2026 Annual Meeting of Stockholders and Proxy Statement | 9 Compensation Design for 2025 The table below summarizes Baxter's compensation design for 2025 and highlights design and payouts that are linked to Baxter's pay-for-performance philosophy. More detail regarding plan design can be found in the "Executive Compensation-Compensation Discussion and Analysis" section of the proxy statement. OBJECTIVE TYPE PERFORMANCE PERFORMANCE CRITERIA 1 PERFORMANCE PERIOD BASE SALARY (CASH) ANNUAL INCENTIVE (CASH) LONG TERM INCENTIVE (STOCK) Provides a base level of competitive compensation to attract and retain executive talent Fixed Ongoing The CHC Committee takes into account individual and business performance amongst many other factors Limited base salary increases in 2025 (for only two NEOs) due to a promotion and to promote retention during leadership transitions Used to motivate and reward executives for company and individual performance 100% Performance Based 50% Performance Share Units (PSUs) One Year Adjusted Net Sales (50%) X Individual Performance Assessment Modifier (0%-125%) Relative Total Shareholder Return (TSR) Modifier (80%, 100% or 120% applied) Payouts between 52% and 61% of target, tied to business and individual performance Adjusted EPS (25%) Free Cash Flow (25%) Used to motivate and reward an executive's contributions to achieving our long-term objectives and increasing stockholder value 100% After Three Years Adjusted Return on Invested Capital (ROIC) (50%) X PSU payout for cycle ending in 2025 was 57% of target Adjusted Net Sales Compound Annual Growth Rate (CAGR) (50%) 25% Stock Options 25% Restricted Stock Units (RSUs) One-third each year for three years Stock Options and RSUs are at-risk compensation elements, as the value fluctuates on our stock price. No value is realized from stock options unless the stock price appreciates above the grant price. 1. Financial measures include continuing operations. 10 | 2026 Annual Meeting of Stockholders and Proxy Statement Pay-For-Performance Alignment Baxter's annual and long-term incentive plans consist of metrics that we believe are among the most critical to drive sustainable financial performance. They provide a balance among focusing on organic growth, profitability and the financial health of day-to-day operations. ANNUAL INCENTIVE PLAN METRICS (EXCLUDING DISCONTINUED OPERATIONS): Adjusted Net Sales • Most important metric in the annual incentive plan, as it is assigned twice the weight (50%) as each of the other two metrics, emphasizing the importance of growing sales. For Andrew Hider, Joel Grade, Heather Knight and David Rosenbloom, Adjusted Net Sales was measured on a company-wide basis, while for Reazur Rasul, Maria (Cecilia) Soriano and Alok Sonig, it was measured on a segment basis (Healthcare Systems and Technologies, Medical Products & Therapies and Pharmaceuticals, respectively). Baxter Performance Medical Products & Therapies Healthcare Systems and Technologies Pharmaceuticals 98% of target 96% of target 99% of target 97% of target Adjusted EPS • Assigned 25% weight in the annual incentive plan to recognize the importance of profitability as a key investor metric. Adjusted EPS is measured on a company-wide basis. 86% of target Free Cash Flow • Assigned 25% weight in the annual incentive plan to recognize the importance of having available cash to help fund growth and pay financial obligations. Free Cash Flow is measured on a company-wide basis. 45% of target LONG-TERM INCENTIVE METRICS: (WITH A THREE-YEAR PERFORMANCE PERIOD) Adjusted ROIC 1 Recognizes the importance of efficient use of invested capital to generate sustainable long-term value. Results for three-year period ended on December 31, 2025: 87% of target Adjusted Net Sales CAGR 2 Recognizes the importance of sales growth over a longer period to reinforce stability and future growth. 102% of target Relative TSR • Recognizes the importance of maximizing stockholder return. 3.0 percentile rank This amount was adjusted for the divestitures of our former BioPharma Solutions (BPS) business in October 2023 and our former Kidney Care business in January 2025. This amount was adjusted to exclude BPS and Kidney Care related revenue for the periods following our divestiture of those businesses. 2026 Annual Meeting of Stockholders and Proxy Statement | 11 Proposal 4 Approval of the Baxter International Inc. Second Amended and Restated 2021 Incentive Plan What am I voting on? Where can I find more You will be asked to vote on a proposal by management to approve Baxter's Second Amended and Restated information? 2021 Incentive Plan. Concise supporting information What is the Board's recommendation? is presented below. The Board recommends a vote FOR this proposal. See " Proposal 4-Approval of the Baxter International Inc. Second Amended and Restated 2021 Incentive Plan " for additional information. The Board recommends a vote FOR this proposal. Items to consider when evaluating this proposal: On February 10, 2026, the Board approved the Baxter International Inc. Second Amended and Restated 2021 Incentive Plan (Amended Plan), subject to stockholder approval at the Annual Meeting. The Board believes that it is in the best interests of Baxter and its stockholders to adopt the Amended Plan to help increase stockholder value by increasing the number of shares available under the plan to provide opportunities for Baxter to reward and motivate employees, directors and others who provide services to Baxter by linking performance with long-term stockholder value creation. If the Amended Plan is approved, we will continue to be able to make awards of long-term equity incentives, which the Board believes is critical for attracting, motivating, rewarding and retaining a talented team assembled to contribute to our future success, including in light of recent organizational and management changes. If the Amended Plan is not approved by our stockholders at the Annual Meeting, we will continue to operate the Baxter International Inc. Amended and Restated 2021 Incentive Plan (Existing Plan) pursuant to its current provisions (including share limitations) and we may be required to increase the cash component of our compensation mix which would restrict our ability to align the interests of our employees, directors and other service providers with the interests of our stockholders, to recruit and retain new executives, key employees and directors and motivate our current executives and key employees over a long-term horizon. 12 | 2026 Annual Meeting of Stockholders and Proxy Statement Proposal 5 ‌Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Amend Board Size What am I voting on? Our Board of Directors has approved and recommends that stockholders approve an amendment to Baxter's Amended and Restated Certificate of Incorporation to provide that the Board shall consist of no fewer than seven directors. What is the Board's recommendation? The Board of Directors recommends a vote FOR the proposal. Where can I find more information? Concise supporting information is presented below. See " Proposal 5-Approval of an Amendment to our Amended and Restated Certificate of Incorporation to Amend Board Size " for additional information. The Board recommends a vote FOR this proposal Items to consider when evaluating this proposal: Baxter's Amended and Restated Certificate of Incorporation (the Certificate of Incorporation) currently provides that the Board shall consist of no fewer than nine directors and no more than 17 directors, with the exact number being fixed by the Board. The Board recommends amending the Certificate of Incorporation to reduce the required minimum number of directors to seven with no stated maximum limit. While the Board's size has generally remained static since completion of the spinoff of Baxter's bioscience business in July 2015, the Board size recently contracted consistent with Baxter's smaller footprint after completion of the Kidney Care sale in January 2025 and ongoing Board refreshment. While the Board currently intends to maintain a roughly similar size going forward (after giving effect to the reduction to occur immediately prior to the Annual Meeting in connection with Dr. Oesterle's retirement), the actual number of directors may vary from time to time. Additional changes are more likely during periods of additional strategic transformation as we may further reevaluate and adjust our Board composition to ensure continued alignment with evolving business priorities. The Board believes that providing greater flexibility in its size is in the best interest of Baxter and our stockholders as it will enable the Board to maintain the optimal number of directors to facilitate effective decision-making while also ensuring compliance with the Certificate of Incorporation during transitional periods. Further, the Board believes that setting a minimum of seven directors will help preserve a variety of skills, perspectives and experience so that the Board can continue to provide effective strategic oversight. The Board remains committed to strong corporate governance practices and protecting stockholder rights, including by maintaining annual director elections, regular refreshment and strong Board independence. 2026 Annual Meeting of Stockholders and Proxy Statement | 13 ‌Corporate Governance at Baxter International Inc. ‌Proposal 1 Election of Directors The Board has nominated nine director nominees for election for a term of one year. The Board of Directors recommends a vote FOR the election of each of the director nominees named below under "-Nominees for Election as Directors". In uncontested elections, our Bylaws require each director to be elected by a majority of the votes cast with respect to his or her election; that is, the number of votes cast "for" a director's election must exceed the number of votes cast "against" his or her election. Abstentions and broker non-votes are not considered votes cast and therefore have no effect on the election of directors. In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors will be a plurality of the shares represented in person or by proxy and entitled to vote on the election of directors. All of the nominees have indicated their willingness to serve if elected, but if any nominee should be unable or unwilling to stand for election, proxies may be voted for a substitute nominee designated by the Board. The election of directors at the Annual Meeting is an uncontested election, which means each director nominee must receive a majority of the votes cast with respect to his or her election in order to be reelected to the Board. Unless proxy cards are marked otherwise, the individuals named as proxies intend to vote the shares represented by proxy in favor of all of the Board's nominees. Under our Bylaws, any incumbent director who fails to be reelected at the Annual Meeting because he or she does not receive the required majority support must offer his or her resignation to the Board. The NCGPP Committee will then make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will consider the NCGPP Committee's recommendation when deciding whether to accept or reject the tendered resignation and publicly disclose its decision and the rationale behind it within 90 days from the date that the election results are certified. A director who offers his or her resignation may not participate in the Board's or the NCGPP Committee's discussions or decision. Set forth below under "-Nominees for Election as Directors" is information concerning each of the nominees for election. 14 | 2026 Annual Meeting of Stockholders and Proxy Statement Nominees for Election as Directors William A. Ampofo II | 52 Independent Director Senior Vice President, Parts & Distribution Services and Supply Chain, Boeing Global Services Boeing Company Director Since 2023 Independent Yes Board Committees Quality and Regulatory Compliance (Chair, effective in May 2026) Current Other Public Company Directorships N/A Prior Company Directorships (within past five years) N/A Professional Experience Boeing Company , a leading global aerospace company Senior Vice President, Parts & Distribution and Supply Chain (2022 to present) Chair, Supply Chain Operations Council (2022 to 2025) Vice President, Supply Chain (2019 to 2022) Vice President, Business Aviation, General Aviation & OEM Services (2017 to 2019) Senior Vice President Global Operations and Supply Chain, Aviall (a Boeing company) (2016 to 2017) United Technologies Corporation , a multinational conglomerate with aerospace and defense product offerings (among others) that merged with Raytheon Company Vice President, Supply Chain Commodity & Cost Management (2015 to 2016) Vice President, Business Process Management (2013 to 2015) Director, Global General Procurement (2011 to 2013) Skills and Experiences Supporting Nomination Quality, Regulatory and Compliance - Obtained extensive experience delivering high-quality service offerings and overseeing quality management while serving in roles of increasing responsibility at Boeing Company (Boeing) and United Technologies Corporation (United Technologies). Serves on Baxter's Quality and Regulatory Compliance Committee and will start serving as the committee's chair in May 2026. Financial Expertise / Risk Management - Gained meaningful finance and risk management experience working in various roles with responsibilities related to, and oversight of, corporate strategy at Boeing and United Technologies. Manufacturing and R&D - Deep operational expertise and strong track record as a seasoned supply chain leader. Extensive experience leading global supply chain businesses as a result of his service at Boeing and United Technologies, including in his role as Chair, Supply Chain Operations Council and in his current role as Senior Vice President, Parts & Distribution Services and Supply Chain at Boeing. M&A / Transactional - Distinguished career driving transformation and enabling strategic transactions at multinational companies, including Boeing and United Technologies. At both companies he gained deep operational expertise and obtained significant experience working in roles of increasing responsibility related to operations and corporate strategy. Provided oversight support as a member of Baxter's former Operating Committee. International - Significant experience leading complex, global organizations as a result of his role as Chair, Supply Chain Operations Council and in his current role as Senior Vice President, Parts & Distribution Services and Supply Chain function at Boeing. Other Sector Leadership - Held senior leadership roles of large, multinational companies outside of the medical technology space, including Boeing and United Technologies. 2026 Annual Meeting of Stockholders and Proxy Statement | 15 Jeffrey A. Craig | 65 Independent Director Former Chief Executive Officer and President Meritor, Inc. Director Since 2024 Independent Yes Board Committees Audit (Chair); Compensation and Human Capital Current Other Public Company Directorships Arcosa, Inc. Hyliion Holdings Corp. Professional Experience Meritor, Inc. , a global supplier for commercial vehicle manufacturers Chief Executive Officer and President (2015 to 2021) President and Chief Operating Officer (2014 to 2015) Senior Vice President and President of Commercial Truck & Industrial (2013 to 2014) Senior Vice President and Chief Financial Officer (2009 to 2013) General Motors Acceptance Corporation , a financial services company President and CEO of Commercial Finance (2001 to 2006) President and CEO of Business Credit Division (1999 to 2001) Spent 15 years at Deloitte & Touche LLP, including five years as an audit partner. Prior Company Directorships (within past five years) Meritor, Inc. Skills and Experiences Supporting Nomination Financial Expertise / Risk Management - Extensive experience during his tenure as an audit partner at Deloitte & Touche and through his service as Chief Financial Officer at Meritor, Inc. (Meritor) and leadership positions, with roles of increasing responsibility, at General Motors Acceptance Corporation (GMAC). Currently serves as the chair of the audit committees of Arcosa, Inc. (Arcosa), a manufacturer and provider of infrastructure-related products and solutions for the construction, energy, and transportation markets, and Baxter. Manufacturing and R&D - Significant experience in global manufacturing and research and development operations while serving in various leadership roles at Meritor and GMAC, including as Chief Executive Officer and Chief Operating Officer at Meritor. Cyber / IT - Gained meaningful experience while serving on the audit committee of Arcosa, which oversees the company's information technology cybersecurity risks, and Baxter, which provides oversight with respect to significant cyber incidents. M&A / Transactional - Developed deep operational, risk management and strategic expertise while serving in various executive positions at Meritor, including Chief Executive Officer and Chief Operating Officer. International - Served in various leadership roles and large, global companies, including Meritor and GMAC, and serves on the boards of directors of global companies, including Arcosa and Hyliion Holdings Corp (Hyliion). Human Capital Management - Gained significant experience in talent and leadership development and employee engagement efforts while serving in a wide array of senior leadership roles at large companies, including at Meritor and GMAC. Serves on Baxter's Compensation and Human Capital Committee. Other Sector Leadership - Has held various senior leadership roles and on the boards of directors of large, global companies, including Meritor and GMAC, and currently serves as the Chair of the Board of Hyliion, a developer and seller of power generation systems. 16 | 2026 Annual Meeting of Stockholders and Proxy Statement Andrew P. Hider | 49 Executive Director President and Chief Executive Officer Baxter International Inc. Board Committees N/A Director Since 2025 Independent No Current Other Public Company Directorships Tennant Company Prior Company Directorships (within past five years) ATS Corporation Professional Experience Baxter International, Inc. President and Chief Executive Officer (2025 to present) ATS Corporation , a global automation solutions technology company Chief Executive Officer (2017 to 2025) Taylor Made Group, LLC , a global supplier of products and systems for marine, transportation, agriculture, and construction markets Chief Executive Officer and President (2016 to 2017) Danaher Corporation , a global life sciences and diagnostics company President, Veeder-Root (2014 to 2016) President, XOS (2013 to 2014) Vice President and General Manager, Anderson Group (2010 to 2013) General Manager and Director, Dover (2006 to 2010) Held various finance and other management positions with General Electric Company from 2000 to 2006, culminating in President / General Manager for Tri-Remanufacturing, GE Aircraft Engines. Skills and Experiences Supporting Nomination Financial Expertise / Risk Management - Obtained risk management and financial experience while serving as the Chief Executive Officer of ATS Corporation (ATS), Taylor Made Group LLC (Taylor Made) and most recently at Baxter, having previously served in finance positions at General Electric Company (GE). Currently serves on the audit committee of Tennant Company (Tennant), a global designer, manufacturer and marketer of cleaning solutions. Manufacturing and R&D - Gained extensive operations, global manufacturing, global sales, research and development and innovation experience while serving as Chief Executive Officer of Baxter, ATS and Taylor Made and while serving in a number of senior leadership roles at Danaher Corporation (Danaher). M&A / Transactional - Strong track record in disciplined execution and in driving strategic transactions, business growth and operational performance in a variety of complex business environments. Obtained significant experience while serving in leadership positions at ATS, Taylor Made and Danaher. International - Has over 25 years of cross-industry experience and global expertise. Meaningful experience leading global, diversified organizations, including serving as Chief Executive Officer of Baxter, ATS and Taylor Made. Also serves on the board of directors of Tennant. Human Capital Management - Significant experience in leadership development, employee engagement and human capital matters from his leadership roles at Baxter, ATS, Taylor Made and Danaher. Other Sector Leadership - Served as the Chief Executive Officer of ATS and Taylor Made and also currently serves on the board of directors of Tennant. 2026 Annual Meeting of Stockholders and Proxy Statement | 17 Michael R. McDonnell | 62 Independent Director Former Executive Vice President and Chief Financial Officer Biogen Inc. Board Committees Audit Committee Director Since 2026 Independent Yes Current Other Public Company Directorships Merit Medical Systems, Inc. Prior Company Directorships (within past five years) N/A Professional Experience Biogen Inc. , a global biotechnology company Executive Vice President and Chief Financial Officer (2020 to 2025) IQVIA Holdings Inc. , a global provider of advanced analytics, technology solutions and contract research services Executive Vice President and Chief Financial Officer (2016 to 2020) Executive Vice President and Chief Financial Officer, Quintiles Transnational Corporation (merged with IQVIA Holdings Inc. in 2016) (2015 to 2016) Intelsat S.A. , a global provider of satellite services Executive Vice President and Chief Financial Officer (2008 to 2015) MCG Capital Corporation , a commercial finance company Executive Vice President, Chief Operating Officer and Chief Financial Officer (2006 to 2008) Executive Vice President and Chief Financial Officer (2004 to 2006) EchoStar Communications Corporation (doing business as DISH Network Corporation), a satellite television operator Executive Vice President and Chief Financial Officer (2004) Senior Vice President and Chief Financial Officer (2000 to 2004) Spent 14 years at PricewaterhouseCoopers LLP, including four years as a partner. Skills and Experiences Supporting Nomination Healthcare Marketing / Delivery - Gained broad industry experience across global biopharmaceuticals and healthcare technology while serving in executive roles at Biogen Inc. (Biogen) and IQVIA Holdings Inc. (IQVIA). Gained industry experience as a member of the board of directors of Merit Medical Systems, Inc. (Merit), a global manufacturer and marketer of proprietary medical devices used in interventional, diagnostic and therapeutic procedures. Financial Expertise / Risk Management - A seasoned financial executive with more than 35 years of experience providing financial and accounting advice and oversight to companies across multiple sectors. Gained valuable experience in business transformation, complex refinancing and capital structure optimization, financial management, accounting principles and practices and capital market transactions through his tenure as partner at PricewaterhouseCoopers LLP (PwC) and as Chief Financial Officer at Biogen, IQVIA, Intelsat S.A. (Intelsat), MCG Capital Corporation (MCG) and EchoStar Communications Corporation (EchoStar). Serves as the chair of Merit's Audit Committee, a member of Merit's Finance & Operating Committee and a member of Baxter's Audit Committee. M&A / Transactional - Obtained significant strategic expertise and experience overseeing mergers and acquisitions and capital funding transactions while serving as the Chief Financial Officer of various complex, global companies. Led multiple enterprise-level transformations and strategic restructuring initiatives. Gained experience overseeing financial transactions while serving on the Audit and Finance & Operating Committees of Merit. International - Served as an executive officer at several global companies, including Biogen, IQVIA and Intelsat and on the board of directors of Merit. Human Capital Management - Extensive experience in talent and leadership development and employee engagement efforts while serving as an executive officer at large companies, including Biogen, IQVIA, Intelsat, MCG and EchoStar. Other Sector Leadership - Has held executive officer roles at large, global companies, in various industries, including the biotechnology, life sciences, telecommunications and financial services industries. 18 | 2026 Annual Meeting of Stockholders and Proxy Statement Patricia B. Morrison | 66 Independent Director Former Executive Vice President, Customer Support Services & Chief Information Officer Cardinal Health, Inc. Director Since 2019 Independent Yes Board Committees Audit; Nominating, Corporate Governance and Public Policy (Chair) Current Other Public Company Directorships Amerant Bancorp Inc. Prior Company Directorships (within past five years) Splunk, Inc. Virtusa Corporation Professional Experience Cardinal Health, Inc. , a global, integrated healthcare services and products company Executive Vice President, Customer Support Services and Chief Information Officer (2009 to 2018) Mainstay Partners , a technology advisory firm Chief Executive Officer (2008 to 2009) Previously served as Chief Information Officer (CIO) of both Motorola, Inc. and Office Depot, Inc. and held senior-level information technology (IT) positions at General Electric Company, PepsiCo, Inc., The Procter & Gamble Company and The Quaker Oats Company. Skills and Experiences Supporting Nomination Healthcare Marketing / Delivery - Gained industry experience while serving as Executive Vice President, Customer Support Services and Chief Information Officer at Cardinal Health, Inc. (Cardinal), where she led global technology operations and customer support functions. Financial Expertise / Risk Management - Extensive experience across diverse global industries overseeing strategic, operational and financial aspects of IT as a result of her experience leading the IT function at large, multinational organizations and while serving as Chief Executive Officer of Mainstay Partners. Serves on the audit committees of Amerant Bancorp Inc. (Amerant), a publicly traded financial institution, and Baxter. Cyber / IT - Seasoned information technology executive with experience at multiple Fortune 500 companies, including Cardinal and Motorola, Inc. (Motorola). Gained deep knowledge of cybersecurity, digital transformation and global IT master planning while serving in leadership roles at Motorola, Office Depot, Inc. (Office Depot), PepsiCo (Pepsi), and General Electric (GE). Was named the 2007 CIO of the Year by the Executive's Club of Chicago and the Association of Information Technology Professionals. She was also inducted to the CIO Magazine Hall of Fame in 2008. Serves on the Audit Committee of Baxter, which provides oversight with respect to significant cyber incidents. Provided oversight support with respect to IT matters as a member of Baxter's former Operating Committee. International - Served in leadership positions at multiple multinational companies, including Cardinal, Motorola, Office Depot, Pepsi and GE. Human Capital Management - Gained significant experience overseeing human capital matters as a result of serving in a number of senior leadership positions across an array of complex, global organizations, including Cardinal, Motorola, Office Depot, Pepsi and GE. Other Sector Leadership - Served in IT leadership positions at a wide array of multinational companies in various industries, including Motorola, Office Depot, Pepsi and GE. Serves on the board of directors of Amerant. 2026 Annual Meeting of Stockholders and Proxy Statement | 19 Nancy M. Schlichting | 71 Independent Director Former President and Chief Executive Officer Henry Ford Health System Director Since 2021 Independent Yes Board Committees Compensation and Human Capital (Chair); Quality and Regulatory Compliance Current Other Public Company Directorships Encompass Health Corporation Prior Company Directorships (within past five years) Hill-Rom Holdings, Inc. Pear Therapeutics, Inc. Walgreens Boots Alliance Professional Experience Henry Ford Health System , a non-profit healthcare organization President and Chief Executive Officer (2003 to 2017) President and Chief Executive Officer of Henry Ford Hospital (2001 to 2003) Executive Vice President and Chief Operating Officer (1999 to 2003) Senior Vice President and Chief Administrative Officer (1998 to 1999) Prior to joining Henry Ford Health System in 1998, Ms. Schlichting served as the President of the Eastern Region of Catholic Health Initiatives, President and Chief Executive Officer of Riverside Methodist Hospitals and Executive Vice President and Chief Operating Officer of Akron City Hospital and Summa Health System. Skills and Experiences Supporting Nomination Healthcare Marketing / Delivery - Seasoned healthcare executive with extensive healthcare administration experience that spans more than 35 years. Served in various senior-level executive roles at Henry Ford Health System (HFHS), including as President and Chief Executive Officer, and in leadership roles at a number of hospitals and health systems. Served as a director of Hill-Rom Holdings, Inc. (Hillrom) before it was acquired by Baxter in 2021. Was honored as one of the 100 Most Influential People in Healthcare by Modern Healthcare magazine and named to the Top 25 Women in Healthcare. Financial Expertise / Risk Management - Gained meaningful financial and risk management experience while serving as President and Chief Executive Officer of HFHS, during which she lead HFHS through a financial turnaround. Quality, Regulatory and Compliance - Developed a deep insight of quality and patient safety matters while serving in various executive leadership roles at a number of hospitals and health systems. HFHS was the recipient of the 2011 Malcolm Baldrige National Quality Award under her leadership. She also is the Chair of the Compliance and Quality of Care Committee of Encompass Health Corporation (Encompass), an owner and operator of inpatient rehabilitation hospitals in the U.S. M&A / Transactional - Obtained significant strategic experience while serving in various executive positions at HFHS where she was responsible for the strategic and operational performance of a leading integrated health system. Human Capital Management - Led various human capital management initiatives while serving as President and Chief Executive Officer of HFHS. She serves as Chair of Baxter's Compensation and Human Capital Committee (helping to expand the Committee's areas of oversight responsibility to include human capital matters) and as a member of Encompass' Compensation and Human Capital Committee. She has also served as the chair of the compensation committees of Walgreens Boots Alliance, a formerly public, international pharmaceutical company, Pear Therapeutics, Inc., a digital therapeutics company, and Hill-Rom Holdings Inc., prior to its acquisition by Baxter in 2021. 20 | 2026 Annual Meeting of Stockholders and Proxy Statement Brent Shafer | 68 Non-Executive Chair Former Chair and Chief Executive Officer and President Cerner Corporation Director Since 2022 Independent Yes Board Committees Nominating, Corporate Governance and Public Policy Current Other Public Company Directorships Tactile Systems Technology, Inc. Veracyte, Inc. Prior Company Directorships (within past five years) N/A Professional Experience Baxter International Inc. Interim Chief Executive Officer and Executive Chair of the Board (February 2025 to August 2025) Cerner Corporation, a leading provider of various health information technologies Senior Advisor (2021 to 2022) Chair and Chief Executive Officer (2018 to 2021) Philips Healthcare, a health technology company Chief Executive Officer of Philips North America (2014 to 2018) Chief Executive Officer of Philips Home Healthcare Solution business (2010 to 2014) Chief Executive Officer of the North America region for Royal Philips Electronics (2009 to 2010) President and Chief Executive Officer of the Healthcare Sales and Service business for Philips North America (2005 to 2010) Also held senior roles at Hillrom, GE Medical Systems, Hewlett Packard's Medical Products Group, and Johnson & Johnson. Skills and Experiences Supporting Nomination Healthcare Marketing / Delivery - Veteran healthcare industry leader with over 40 years of experience in health information technology, medical devices, healthcare solutions and other related industries. Financial Expertise / Risk Management - Gained meaningful financial and risk management experience as the Chair and Chief Executive Officer of Cerner Corporation (Cerner). Currently serves as a member of the audit committee of Tactile Systems Technology, Inc. and former Baxter Audit Committee member. Manufacturing and R&D - Significant experience overseeing global manufacturing and research and development operations (including global supply chain) while serving as Chair and Chief Executive Officer of Cerner, in various leadership roles at Philips Healthcare (Philips) and in other senior management roles at other global medical device companies. M&A / Transactional - Extensive experience transforming complex, global corporations (including the build out of digital health capabilities) during his tenure 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). International - Served in senior leadership roles at various complex, global companies, including Cerner, Philips, GE Medical Systems, Hewlett Packard's Medical Products Group, and Johnson & Johnson. Serves on the board of directors of Veracyte, Inc., a global diagnostics company. Human Capital Management - Obtained significant experience in talent and leadership development and employee engagement efforts while serving in various senior leadership roles at large companies, including Cerner and Philips. Currently serves as a member of the compensation committee of Tactile Systems Technology, Inc. Other Sector Leadership - Has held senior leadership roles and on the boards of directors of large, global and complex companies, including Cerner, a global leading technology firm. 2026 Annual Meeting of Stockholders and Proxy Statement | 21 Amy A. Wendell | 65 Independent Director Former Senior Vice President of Strategy and Business Development Covidien plc Director Since 2019 Independent Yes Board Committees Compensation and Human Capital; Quality and Regulatory Compliance Current Other Public Company Directorships Axogen Inc. Hologic, Inc. Solventum Corporation Prior Company Directorships (within past five years) N/A Professional Experience Perella Weinberg Partners L.P. , a global financial services firm Senior Advisor for the Healthcare Investment Banking Practice (2016 to 2019) McKinsey & Company , a management consulting firm Senior Advisor for the Strategy and Corporate Finance Practice (2015 to 2018) Transactions Advisory Board member (2015 to 2018) Covidien plc , a global healthcare company and manufacturer of medical devices and supplies Senior Vice President of Strategy and Business Development and Licensing (2006 to 2015) From 1986 to 2015, held roles of increasing responsibility (including at its predecessors Tyco International plc and Kendall Healthcare Products Company) from engineering to product management and business development. Skills and Experiences Supporting Nomination Healthcare Marketing / Delivery - Over 30 years of experience serving in various strategic leadership roles in the healthcare industry, including service as a senior advisor for Parella Weinberg Partners L.P.'s (Perella) Healthcare Investment Banking Practice and in numerous roles of increasing responsibility at Covidien plc (Covidien), including Senior Vice President of Strategy and Business Development and Licensing. Also serves as a member of multiple boards at healthcare and medical device companies, including Axogen Inc. (Axogen), Hologic Inc. (Hologic) and Solventum Corporation (Solventum). Quality and Regulatory Compliance - Gained meaningful experience while serving in various roles of increasing responsibility at Covidien, including in roles with product development and licensing and distribution responsibilities and oversight. Serves on the Baxter's Quality and Regulatory Compliance Committee and Solventum's Science, Technology and Quality Committee. Financial Expertise / Risk Management - Significant experience in financial valuation, resource allocation and portfolio optimization through senior advisor roles at Parella and McKinsey & Company (McKinsey). Serves on Axogen's Audit Committee. Manufacturing and R&D - Obtained extensive experience in research and development operations while serving in various roles at Covidien, including as Senior Vice President of Strategy and Business Development and Licensing and other roles where she had product development and engineering oversight responsibilities. M&A / Transactional - Deep expertise in mergers and acquisitions, divestitures, strategic transitions and identifying new market opportunities. As Senior Vice President of Strategy and Business Development and Licensing at Covidien, she managed all business development, including acquisitions, equity investments, divestitures and licensing and distribution, and led Covidien's strategy and portfolio management initiatives. She has also guided multiple public and private companies undergoing significant transitions in her senior advisor roles at Parella and McKinsey. Provided oversight support as a member of Baxter's former Operating Committee. International - Served as an executive at Senior Vice President of Strategy and Business Development and Licensing at Covidien and in senior strategy roles at global healthcare and medical device companies. She also serves on the boards of directors of global companies, including Axogen, Hologic and Solventum. Other Sector Leadership - Served in a senior advisory role to public and private companies outside of the medical technologies space at McKinsey. 22 | 2026 Annual Meeting of Stockholders and Proxy Statement ‌David S. Wilkes, M.D. | 69 Independent Director Former Dean of University of Virginia School of Medicine Director Since 2021 Independent Yes Board Committees Nominating, Corporate Governance and Public Policy; Quality and Regulatory Compliance Current Other Public Company Directorships N/A Prior Company Directorships (within past five years) Syneos Health Professional Experience ImmuneWorks Inc. , a biotechnology start-up company Co-Founder and Chief Scientific Officer (2006 to present) University of Virginia School of Medicine Dean Emeritus (2021 to present) Dean (2015 to 2021) Indiana University School of Medicine Executive Associate Director for Research Affairs (2009 to 2015) August M. Watanabe Professor of Medical Research (2009 to 2015) S ince 2006, Dr. Wilkes 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. Skills and Experiences Supporting Nomination Healthcare Marketing / Delivery - 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 Inc. (ImmuneWorks). In 2020, he was elected to the National Academy of Medicine. Quality, Regulatory and Compliance - Distinguished critical care specialist and pulmonary medicine expert with over 35 years of experience in academia, research and institutional leadership. Gained meaningful experience as a result of his positions with the University of Virginia School of Medicine and the Indiana University School of Medicine as well as his experience as Co-Founder and Chief Scientific Officer at ImmuneWorks. Deep knowledge of patient safety and product quality. Serves in Baxter's Quality and Regulatory Compliance Committee. Human Capital Management - Extensive experience leading large, complex organizations, including as a former dean of a large medical school and as the National Director of the Harold Amos Medical Faculty Development Program of the Robert Wood Johnson Foundation. Other Sector Leadership - Serves as the Co-Founder and Chief Scientific Officer of ImmuneWorks. Served as the Dean of the University of Virginia School of Medicine, where he currently serves as the Dean Emeritus. 2026 Annual Meeting of Stockholders and Proxy Statement | 23

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