BAXTER INTERNATIONAL INC

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

| 2025 Annual Meeting of Stockholders and Proxy Statement

significant industry and leadership experience at global corporations, including as Chair and CEO of Cerner, and

in light of his experience as Baxter's Lead Independent Director. The Board believes that this combined role

enables Mr. Shafer to effectively connect the Board and Baxter management, particularly during a time of

transition. Notwithstanding the foregoing, in 2020, in response to a stockholder proposal, the company adopted a

policy that provides that, effective upon the next permanent CEO transition, the Chair will be an independent

director unless the Board determines that it would be in the best interests of the company and its stockholders to

have a non-independent director serve as Chair.

As Chair of the Board, and pursuant to Baxter’s Bylaws and Corporate Governance Guidelines, Mr. Shafer

presides at all Board and stockholder meetings, serves as the primary spokesperson for Baxter and acts as a

liaison between the Board and the stockholders. As Interim CEO and pursuant to Baxter’s Bylaws, Mr. Shafer

supervises the business of the company, subject to the direction of the Board.

As part of its commitment to independent leadership and oversight, the Board has adopted a policy requiring the

appointment of a Lead Independent Director at any time when the Chair is not independent and has created a

robust Lead Independent Director position with clearly defined responsibilities. Ms. Schlichting now serves in that

capacity. Pursuant to Baxter’s Corporate Governance Guidelines, the Lead Independent Director has the

following responsibilities and authority:

•presiding at all Board executive sessions and all meetings of the Board when the Chair is not present;

•facilitating discussion among the independent directors on key issues and concerns in executive

sessions excluding any management directors and outside of meetings of the Board;

•acting as principal liaison between the independent directors and the Chair and CEO;

•reporting the results of and feedback from executive sessions to the Chair;

•reviewing and approving meeting agendas for the Board and working with the Chair to facilitate timely

and appropriate information flow to the Board;

•reviewing and approving meeting schedules to ensure that there is sufficient time for discussion of all

agenda items;

•having the authority to call meetings of the independent directors;

•in consultation with the chair of the NCGPP Committee, leading the annual performance evaluation of

the Chair and CEO (as applicable);

•in consultation with the chair of the NCGPP Committee, leading the CEO succession process;

•engaging with Baxter’s stockholders on selected topics including corporate governance, executive

compensation and other corporate responsibility matters; and

•performing such other duties as may be requested by the other independent directors.

Additionally, the Lead Independent Director serves as the contact person for interested parties to communicate

directly with the independent members of the Board and has engaged with Baxter’s stockholders on select

topics, including many of those discussed under “—Other Corporate Governance Information—Stockholder

Engagement” above. Further, as Lead Independent Director, Ms. Schlichting leads executive sessions of the

Board, as further discussed under “—Executive Sessions” below. The Lead Independent Director, together with

the chairs of the CHC and NCGPP Committees, also leads the non-employee directors in the annual review and

approval of compensation for the CEO.

The Board believes that its robust Lead Independent Director position, combined with the regular use of

executive sessions of the independent directors and fully-independent Board committees, enables the Board to

effectively oversee management.

In sum, the Board has determined that the combined Chair and CEO structure currently serves the best interests

of the company and its stockholders while the Board searches for a permanent CEO, taking into account the

strong role played by the Lead Independent Director and the independent directors generally.

investor.baxter.com

Executive Sessions

In 2024, directors met in executive session without management at every regularly scheduled meeting in

accordance with Baxter’s Corporate Governance Guidelines. Mr. Shafer, as the Lead Independent Director in

2024, led these executive sessions. The Lead Independent Director or Chair of the Board may invite the

company’s officers, employees and independent advisors to attend portions of these executive sessions.

Directors covered critical issues facing the company during executive sessions in 2024, including the company’s

response to challenging global macroeconomic conditions, operational challenges (including those related to the

company's response to Hurricane Helene), optimization of the company’s portfolio (including with respect to the

recent sale of the company’s Kidney Care business), capital allocation decisions and Board and management

succession planning. Additionally, the Audit Committee holds executive sessions, a portion of which include each

of the internal auditor, the independent registered public accounting firm and select members of management

(including the CFO and the Controller). The CHC Committee regularly holds executive sessions, a portion of

which include the independent compensation consultant. The NCGPP, QRC and Operating Committees also

generally meet in executive session at each regularly scheduled committee meeting.