Baxter International Inc PRE 14A, filed Mar 13, 2026

Baxter International Inc (BAX)

PRE 14A 2026-03-13 For: 2026-05-05

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Added on October 19, 2026

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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


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 202 6 Annual Meeting of Stockholders and Proxy Statement			1
			Proxy Statement Highlights			2
			Corporate Governance at Baxter International Inc.			14

			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

			Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation for 2 02 5			41

			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
			202 5 Summary Compensation Table			65
			202 5 Grants of Plan-Based Awards			67
			Outstanding Equity Awards at 202 5 Fiscal Year-End			69


			202 5 Option Exercises and Stock Vested			72
			202 5 Nonqualified Deferred Compensation Plan			72
			Potential Payments Upon Termination or Following a Change in Control			74
			CEO Pay Ratio			80
			Pay Versus Performance Disclosure			81
			Option Award Disclosure			86
			Audit Matters			87

			Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm for 2026			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
			Security Ownership by Directors a nd Executive Officers			90
			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			10 5

			General Information			107
			Other Information			110
			Appendix A			A-1


			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



			You can attend the Meeting by accessing www.virtual shareholdermeeting.com/BAX2026


☑ Filed by the Registrant			☐ Filed by a Party other than the Registrant



PROPOSAL		BOARD RECOMMENDATION	PAGE

1	To elect the nine directors named in this proxy statement.	FOR each nominee	14
2	To approve, on an advisory basis, named executive officer compensation for 2025.	FOR	41
3	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026.	FOR	87
4	To approve the Baxter International Inc. Second Amended and Restated 2021 Incentive Plan.	FOR	93
5	To approve an amendment to our Amended and Restated Certificate of Incorporation to amend Board size.	FOR	105



			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.”


Director Attendance In 2025, the Board held 11 meetings. Each director attended at least 75% of the total number of Board meetings and meetings of the committees on which he or she served as of the related meeting date. Our Corporate Governance Guidelines set forth our expectation that each director regularly attend meetings of the Board and the committees on which he or she serves as well as the annual meeting of stockholders. In 2025, all of the directors then in office participated in the 2025 annual meeting. Director Tenure, Refreshment and Composition The Board recognizes the importance of periodic refreshment and maintaining an appropriate balance of tenure, experience and perspectives. Through thoughtful refreshment, the Board has maintained an appropriate mix of new and longer-tenured directors and onboarded new directors consistent with Baxter's evolving strategic and operational direction. This mix provides the Board with the benefit of both new perspectives and insights from directors who are familiar with Baxter's organization, strategic priorities and the issues confronting Baxter. To enable appropriate refreshment, the NCGPP Committee and the Board regularly evaluate Baxter’s evolving needs and add new skills, qualifications and experience to the Board as necessary so that the Board remains well positioned to help address emerging risks, trends and opportunities. Notably, as a result of this process, three of our current independent directors have been appointed to the Board over the last three years. Our Corporate Governance Guidelines also provide that a director who has, or will have, reached the age of 75 as of the date of the upcoming annual meeting must retire from the Board effective at the end of his or her then current term, subject to certain exceptions (such as during a CEO succession or during a material merger, acquisition or disposition). In May 2026, Dr. Stephen Oesterle will retire from the Board pursuant to the mandatory retirement age policy and the Board size will be reduced to nine directors. The Board has not granted any waivers with respect to this mandatory retirement age since its most recent adoption in 2018.									Each director attended at least
									75%
									of the total number of Board and Committee meetings in 2025


									Average Director Age*
									63
									years


									Average Director Tenure*
									3.6
									years

									* Applicable to director nominees


Audit Committee
		The Board has determined that Messrs. Craig and McDonnell each qualify as an “audit committee financial expert” as defined by the rules of the SEC. The Audit Committee is primarily concerned with the integrity of our financial statements, system of internal accounting controls, the internal and external audit process and the process for monitoring compliance with laws and regulations as it relates to financial matters. As set forth in its amended charter, the Audit Committee’s duties include: •reviewing the adequacy and effectiveness of our internal controls over financial reporting with management, internal audit and the independent registered public accounting firm; •reviewing with management our disclosure controls and procedures; •retaining and evaluating the qualifications, independence and performance of the independent registered public accounting firm; •approving audit and permissible non-audit engagements to be undertaken by the independent registered public accounting firm; •reviewing and approving the internal audit charter and the annual internal audit plan and reviewing the scope of external audit plans; •reviewing and discussing with management and the independent registered public accounting firm our financial statements (audited and unaudited), as well as earnings press releases and related information, prior to their filing or release; •overseeing legal and regulatory compliance as it relates to financial matters; •overseeing our response to certain cybersecurity incidents involving or related to our IT systems or products and services; •holding separate executive sessions with the independent registered public accounting firm, internal audit and management; •reviewing guidelines and policies governing the process by which we assess and manage risk; •reviewing updates on our directors’ and officers’ and property liability insurance policies and related matters; and •approving certain financing matters, proposed corporate transactions and capital expenditures. The Audit Committee Report appears on page 88.



Jeffrey A. Craig Chair

Other Committee Members: •Michael R. McDonnell •Patricia B. Morrison


8	meetings in 2025


Compensation and Human Capital Committee
		The CHC Committee exercises the authority of the Board relating to employee benefit, compensation and equity-based plans of our executives and oversees the development, implementation and effectiveness of our policies and strategies relating to human capital management. As set forth in its amended charter, the CHC Committee’s duties include: •making recommendations for consideration by the Board, in executive session and in coordination with the NCGPP Committee, concerning the compensation of the CEO and his or her performance for the relevant period; •determining the compensation of Baxter's key executives (other than the CEO) and advising the Board of the related determination; •making recommendations to the Board with respect to incentive compensation plans and equity-based plans and exercising the authority of the Board concerning benefit plans; •serving as the administration committee of our equity-based plans and exercising the authority of the Board to issue Baxter stock as compensation or incentive to non-employee directors, officers, employees, consultants or advisors; •making recommendations to the Board concerning non-employee director compensation; •reviewing the adequacy of our stock ownership guidelines for key executives and directors and annually assessing compliance with these guidelines; •overseeing our compensation philosophy and strategy and periodically assessing the risk related to our compensation policies and practices; •overseeing certain human capital management matters, including key management succession planning and leadership development matters; and •approving the Compensation Discussion and Analysis (CD&A) for inclusion in our annual proxy statement. The NCGPP and CHC Committees work together to establish a link between the CEO’s performance assessment and decisions regarding his or her compensation. All compensation actions relating to the CEO are subject to the approval of the independent directors of the Board. The CHC Committee Report is on page 42. The CHC Committee has the sole and direct responsibility for the appointment, compensation and oversight of the work of any advisor retained by the CHC Committee. Aon Consulting, Inc. (Aon), as the CHC Committee's independent compensation consultant, reports directly and exclusively to the CHC Committee and, except as noted below, has not historically provided any additional services to Baxter except advising on executive and Board compensation matters (inclusive of a review of related company disclosures and advice with respect to Mr. Hider's compensation package). The CHC Committee consultant provides analyses and recommendations that help inform the CHC Committee’s decisions but does not decide or approve any compensation actions. During 2025, the CHC Committee consultant advised the chair of the CHC Committee on agenda items for CHC Committee meetings, reviewed management proposals presented to the CHC Committee, assisted in the CHC Committee’s assessment of our compensation policies and practices and conducted a review of the compensation of non-employee directors at our peer companies. See “Executive Compensation—Compensation Discussion and Analysis—Structure of Executive Compensation Program—Peer Group and Use of Peer Group Data” for additional information on Baxter’s compensation peer group. For services rendered in 2025, we paid approximately $540,000 to Aon in fees related to executive and director compensation matters and approximately $1.38 million in fees primarily related to commercial risk advisory services and for benchmarking benefit tools. We also paid Aon approximately $300,000 (paid from assets contained in the Hillrom Pension Plan) for serving as the plan’s outsourced chief investment officer and investment manager in 2025, which services Aon started providing prior to our acquisition of Hillrom in December 2021. The determination to engage Aon for the additional services rendered was recommended by management and approved by our Investment Committee, which is comprised of members of management annually appointed by the Audit Committee. In accordance with the rules of the SEC and the NYSE regarding the independence of compensation consultants, the CHC Committee consultant provided the CHC Committee information regarding any personal, financial or business relationships between it and Baxter, the consultant’s management or the members of the CHC Committee that could impair the consultant's independence or present a conflict of interest. Based on its review of this information, the CHC Committee determined that there were no relationships that impair Aon's independence or create a conflict of interest between Baxter and Aon and the partners, consultants and employees who provide(d) services to the CHC Committee. In addition, the CHC Committee annually reviews the substantive performance of the independent CHC Committee consultant as part of its engagement process.



Nancy M. Schlichting Chair

Other Committee Members: •Jeffrey A. Craig •Amy A. Wendell


6	meetings in 2025


Nominating, Corporate Governance and Public Policy Committee
		The NCGPP Committee assists and advises the Board on director nominations, corporate governance and related stockholder engagement, general Board organization and planning matters and on current and emerging political, corporate citizenship and public policy issues that may affect our business operations, performance or public image. As provided in its amended charter, the NCGPP Committee’s duties include: •developing general criteria for use in evaluating and selecting candidates for nomination to the Board; •assisting the Board in identifying and attracting qualified director candidates; •having the sole authority to retain and terminate any search firm to be used to identify director candidates; •recommending to the Board annually a slate of nominees to be proposed by the Board to stockholders as nominees for election as directors and, from time to time, recommending persons to fill any vacancy on the Board; •reviewing and making recommendations to the Board regarding director nominees' independence for the general Board and CHC Committee and Audit Committee service, and the financial literacy and expertise of Audit Committee members and nominees who may be asked to serve on the Audit Committee; •reviewing the suitability for continued service of each director when his or her term expires, including each director's time commitments, and when he or she has a change in circumstances under our Corporate Governance Guidelines; •reviewing the size and composition of the Board and each committee, including whether the Board and each committee possesses an appropriate mix of skills, tenure, experiences and backgrounds; •recommending to the Board any changes in number, authority, procedures and duties of Board committees and the chairs and members who should serve thereon; •advising the Board, the Chair of the Board and CEO on major organizational matters, including the proposed election of any new officers in response to any organizational changes; •developing and implementing process for evaluating the performance of the CEO in coordination with the CHC Committee; •reviewing CEO succession planning; •overseeing the annual process for evaluating the performance of the Chair of the Board in connection with his or her appointment or re-election; •overseeing the annual process for evaluating Board and committee performance and effectiveness in light of our strategic objectives, Corporate Governance Guidelines and each committee charter; •to the extent not delegated to other committees, reviewing matters impacting Baxter’s image and reputation and its standing as a responsible corporate citizen; •overseeing the orientation of new Board members to Baxter and its business as well as the continuing education of the directors; •ensuring compliance with the Board’s overboarding policy for directors; •reviewing and reassessing at least annually the adequacy of our Corporate Governance Guidelines; and •reviewing and approving or ratifying related person transactions in accordance with our Corporate Governance Guidelines.



Patricia B. Morrison Chair

Other Committee Members1: •Brent Shafer •David S. Wilkes, M.D.


7	meetings in 2025


Quality and Regulatory Compliance Committee
		The QRC Committee has oversight responsibility with respect to quality and certain other compliance matters. As provided in its amended charter, the QRC Committee’s duties include: •overseeing risk management in the areas of product quality and safety; •reviewing periodic reports on significant quality and regulatory compliance matters from management in charge of our quality and regulatory and compliance functions; •in coordination with the Audit Committee, overseeing our quality and regulatory compliance issues; •overseeing the quality and regulatory aspects of our research and development programs; •overseeing our policies, programs and performance related to pharmacovigilance, medical device vigilance and other safety-related matters; and •reviewing strategic issues and corporate actions relating to current and emerging environmental, health and safety and sustainability matters that may affect our business operation, performance or public image.



William A. Ampofo II1 Chair

Other Committee Members: •Nancy M. Schlichting •Amy A. Wendell •David S. Wilkes, M.D.


3	meetings in 2025



			CASH COMPENSATION			2025 ($)

			Annual Cash Retainer			120,000
			Committee Meeting Fee (Per Meeting)			—
			Non-Executive Chair of the Board Cash Retainer			150,000
			Lead Independent Director Cash Retainer1			50,000
			Committee Chair Cash Retainers:
			Audit Committee Chair			25,000
			CHC Committee Chair			20,000
			QRC Committee Chair			20,000
			NCGPP Committee Chair			20,000
			Operating Committee Chair2			20,000
			CEO Search Working Group Chair3			10,000



NAME	FEES EARNED OR PAID IN CASH ($)1	STOCK AWARDS ($)2	ALL OTHER COMPENSATION ($)3	TOTAL ($)

William A. Ampofo II	120,000	214,987	2,449	337,436
Jeffrey A. Craig	145,000	214,987	—	359,987
Patricia B. Morrison	120,000	214,987	26,598	361,585
Stephen N. Oesterle	140,000	214,987	19,500	374,487
Stephen H. Rusckowski4	120,000	214,987	20,000	354,987
Nancy M. Schlichting5	169,166	214,987	9,412	393,565
Brent Shafer6	109,646	—	—	109,646
Cathy R. Smith7	150,000	214,987	—	364,987
Amy A. Wendell	120,000	214,987	20,000	354,987
David S. Wilkes	120,000	214,987	31,861	366,848


Andrew Hider President and CEO


Table of Contents



			RESOLVED, that the stockholders of Baxter International Inc. approve the compensation paid to the company’s NEOs for 2025 as described in this proxy statement under “Executive Compensation”, including the Compensation Discussion and Analysis, Executive Compensation Tables and other narrative disclosure contained therein.



			NAMED EXECUTIVE OFFICER			TITLE

			Andrew Hider1			President and CEO
			José Almeida2			Former Chair of the Board, President and CEO
			Brent Shafer3			Non-Executive Chair and Former Executive Chair and Interim CEO
			Joel Grade			Executive Vice President and Chief Financial Officer (CFO)
			Heather Knight4			Former Executive Vice President, Chief Operating Officer (COO) and Interim Group President, Medical Products & Therapies
			Reazur Rasul5			Executive Vice President and Group President, Healthcare Systems & Technologies
			David Rosenbloom			Executive Vice President and General Counsel
			Alok Sonig6			Former Executive Vice President and Group President, Pharmaceuticals
			Maria (Cecilia) Soriano7			Group President, Infusion Therapies & Technologies (ITT) and Pharmaceuticals


The Executive Summary section of this CD&A highlights the following:		The remainder of this CD&A discusses the following:

2 025 Company Results	44	Structure of Executive Compensation Program	47
Compensation Philosophy and Governance Practices	45	Elements of Executive Compensation	52
2025 and Historical Say-on -Pay Vote	45	Additional Compensation Governance	62
2025 Design and Performance Summary	46
2025 Executive Compensation Actions and Leadership Transitions	46



			2025 EXECUTIVE COMPENSATION ACTIONS


			Base Salary			•Limited base salary increases in 2025 only to Mr. Grade to better align to market and Ms. Soriano to recognize her promotion to Group President, ITT and Pharmaceuticals


			Annual Incentive			•Each NEO received a cash bonus pursuant to the 2025 annual incentive plan, with payouts ranging from 52% to 61% of target and funded as explained in "—Elements of Executive Compensation—Determination of 2025 Annual Incentive Plan Payouts".


			Long-term Incentives			•With the exceptions of Messrs. Almeida, Shafer and Hider, each NEO received an equity grant during our annual cycle in March 2025. Mr. Almeida did not receive an equity grant, Mr. Shafer received an equity grant in connection with his appointment as Interim CEO, and Mr. Hider received equity grants in connection with his hiring. Limited off-cycle LTI grants were made for select leadership transitions as explained in "—Elements of Executive Compensation—Transition and Retention Cash and Equity Awards" below. •PSU payouts for the cycle ending in 2025 were 57% of target on a composite basis.


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


What Baxter Does


						Emphasize company performance. 92% of the CEO’s 2025 total target direct compensation and an average of 81% of the other continuing NEOs’ 2025 total target direct compensation is based on our financial performance.


						Align with stockholders. 80% of the CEO’s 2025 total target direct compensation and an average of 64% of the other continuing NEOs’ 2025 total target direct compensation is based on long-term incentives aligned with stockholders’ interests.


						Incorporate corporate responsibility metrics into the annual incentive plan. NEOs have shared corporate responsibility goals embedded into their 2025 annual incentive individual performance assessment measured, for 2025, under two categories: (i) People (50%) and (ii) Quality (50%).


						Require significant stock ownership. Executive officers are subject to certain stock ownership requirements and neither unvested PSUs nor unexercised stock options (or any portions thereof) count towards the requirements.


						Maintain anti-hedging and anti-pledging stock policies for executives and directors. These policies reflect good governance and mitigate compensation-related risk.


						Allow for clawbacks and forfeitures under the annual incentive and long-term incentives based on the Mandatory Clawback Policy and Compensation Recoupment Policy (including without limitation all time-based incentive awards). Our Mandatory Clawback Policy is consistent with Dodd-Frank requirements and corresponding NYSE listing standards and our Compensation Recoupment Policy extends beyond the applicable Dodd-Frank requirements. Various actions can be taken under the two policies (or are required to be taken, as applicable) with regard to annual and long-term incentive payouts to executives and other incentive-based compensation upon a financial restatement or for an employee’s violation of restrictive covenants.


						Pay severance and vest outstanding equity grants only upon a “double trigger” in the event of a change in control. The “double trigger” requires both a change in control and termination of employment by the company without cause or by the executive for good reason.


What Baxter Does Not Do


						Provide tax gross-ups in the event of a change in control. Taxes in the event of a change in control are each NEO’s sole responsibility.


						Re-price or exchange of underwater stock options. We do not re-price outstanding stock options, whether vested or unvested, without prior stockholder approval.


						Pay dividend equivalent units (DEUs) on unvested RSUs or PSUs. DEUs on RSUs and PSUs in the form of additional shares are paid only upon the vesting of the underlying RSUs and PSUs with the number of DEUs for PSUs based on actual company performance.


						Offer excessive perquisites. Executives are eligible for a very limited number of perquisites that generally meet criteria for efficiency, personal health and safety. In 2025, we further reduced perquisites by ending our former CEO’s personal-use aircraft allotment and terminating the related agreement.



	THRESHOLD		MAXIMUM


METRIC	2024	2025	2024	2025

Adjusted Net Sales (%)	95	95	105	105
Adjusted EPS (%)	80	80	120	120
Free Cash Flow (%)	70	80	130	120



			PAYOUT RANGE (ADJUSTED NET SALES CAGR/ADJUSTED ROIC)			PAYOUT AS A % OF TARGET

			Maximum			200% of Target
			Target			100% of Target
			Threshold			50% of Target
			Below Threshold			0% of Target



	2024 BASE SALARY ($)	2025 BASE SALARY ($)	PERCENT CHANGE (%)	RATIONALE FOR CHANGE

Mr. Hider1	NA	1,350,000	—	•Mr. Hider’s base salary was established in connection with his hiring based on the competitive market and his prior experience as a public company CEO
Mr. Almeida2	1,300,000	650,000	(50.0)	•In connection with transition from Chair of the Board, President and CEO to special advisor for the period from February 3, 2025 through October 31, 2025
Mr. Shafer3	NA	1,300,000	—	•Mr. Shafer’s base salary was established based on the competitive market data and considering the compensation paid to Mr. Almeida
Mr. Grade	812,000	850,000	4.7	•To promote retention and stability throughout the CEO transition, and to provide an increase to better align pay to market median
Ms. Knight2	900,000	900,000	—
Mr. Rasul	800,000	800,000	—
Mr. Rosenbloom	760,000	760,000	—
Mr. Sonig2	800,000	800,000	—
Ms. Soriano	650,000	750,000	15.4	•Inclusive of an annual merit increase in March 2025 and in connection with her promotion to Group President, ITT and Pharmaceuticals in December 2025



			NEO			2025 TARGET ANNUAL INCENTIVE AS A % OF BASE SALARY

			Mr. Hider			150
			Mr. Grade			100
			Ms. Knight			110
			Mr. Rasul			100
			Mr. Rosenbloom			85
			Mr. Sonig			100
			Ms. Soriano			80



MESSRS. HIDER, GRADE AND ROSENBLOOM


		Threshold 50%					Target 100%		Max 200%	Achievement as a % of Target1


Baxter—Adjusted Net Sales From Continuing Operations (in millions)2				$11,283						76.0%	54% Weighted Financial Payout as a % of Target




	$10,982					$11,560			$12,138


Adjusted EPS From Continuing Operations3			$2.27							64.4%




	$2.12						$2.65		$3.18


Free Cash Flow From Continuing Operations (in millions)4	$438									0%




					$788			$985	$1,182



MS. SORIANO5


		Threshold 50%					Target 100%	Max 200%	Achievement as a % of Target1


Medical Products and Therapies—Adjusted Net Sales From Continuing Operations (in millions)2				$5,314					62.0%	45% Weighted Financial Payout as a % of Target




	$5,251					$5,527		$5,803


Medical Products and Therapies - Adjusted Operating Income6					$993				57.0%




	$956						$1,195	$1,434


Free Cash Flow From Continuing Operations (in millions) (75% MPT results and 25% Baxter results4)	$901 (MPT) / $438 (Global)								0%




			$1,023 (MPT)/ $788 (Global)			$1,279 (MPT) / $985 (Global)		$1,279 (MPT) / $985 (Global)



NEO	BASE SALARY ($)	TARGET ANNUAL INCENTIVE AS A % OF BASE SALARY (%)	TARGET ANNUAL INCENTIVE AMOUNT (PRORATED) ($)	WEIGHTED FINANCIAL PAYOUT (%)	INDIVIDUAL PERFORMANCE (STRATEGIC PRIORITIES ASSESSMENT) (%)	INDIVIDUAL PERFORMANCE ASSESSMENT (%)	TOTAL ANNUAL INCENTIVE PAYOUT ($)	TOTAL ANNUAL INCENTIVE PAYOUT AS A % OF TARGET (%)

Mr. Hider1	1,350,000	150	1,518,750	54	100	100	820,125	54
Mr. Grade	850,000	100	850,000	54	100	100	459,000	54
Mr. Rasul	800,000	100	800,000	61	100	100	488,000	61
Mr. Rosenbloom	760,000	85	646,000	54	100	100	348,840	54
Ms. Soriano2	750,000	80	563,733	45	100	115	291,732	52



NEO1	2025 TARGET ANNUAL LTI GRANT VALUE2 ($)	# OF PSUS (50% OF TARGET ANNUAL LTI GRANT VALUE)3	# OF RSUS (25% OF TARGET ANNUAL LTI GRANT VALUE)4	# OF STOCK OPTIONS (25% OF TARGET ANNUAL LTI GRANT VALUE)5

Mr. Grade	4,140,000	59,075	29,538	98,478
Ms. Knight6	5,000,000	71,347	35,674	118,934
Mr. Rasul	3,675,000	52,440	26,220	87,417
Mr. Rosenbloom	2,475,000	35,317	17,658	58,873
Mr. Sonig6	4,200,000	59,932	29,966	99,905
Ms. Soriano7	1,000,000	14,269	7,135	23,787



PERFORMANCE METRIC	WEIGHTING	THRESHOLD (50% PAYOUT)	TARGET (100% PAYOUT)	MAXIMUM (200% PAYOUT)	RESULT	PAYOUT AS A % OF TARGET

Relative TSR against the TSR performance of the companies in the S&P 500 Healthcare Equipment & Services Index1	33-1/3%	35th Percent Rank	50th Percent Rank	80th Percent Rank	3rd Percent Rank	0%
Adjusted ROIC2	33-1/3%	5.8%	7.2%	8.6%	6.2%	67%
Adjusted Net Sales CAGR3	33-1/3%	1.7%	2.9%	4.1%	3.0%	105%
				Weighted Payout as a % of Target		57%



NEO	TARGET # OF 2023 PSUS	# OF SHARES EARNED1

Mr. Hider2	NA	NA
Mr. Almeida	135,769	83,386
Mr. Shafer2	NA	NA
Mr. Grade	50,378	30,505
Ms. Knight3	43,199	0
Mr. Rasul	30,857	18,952
Mr. Rosenbloom	27,771	17,056
Mr. Sonig3	30,857	0
Ms. Soriano	3,703	2,274



			ROLE			STOCK OWNERSHIP GUIDELINE MINIMUM (MULTIPLE OF BASE PAY)

			CEO			6x
			Executive Vice President NEOs			4x
			Other NEOs			2x



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 ($)

Andrew Hider	2025	499,315	1,000,000	23,133,518	3,185,053	820,125	1,167,171	29,805,182
President and CEO

José E. Almeida	2025	660,420	—	—	—	—	7,005,624	7,666,044
Former Chair of the Board, President and CEO	2024	1,300,000	—	14,319,107	—	2,016,300	435,608	18,071,015
	2023	1,300,000	—	7,527,469	2,635,170	2,187,900	136,132	13,786,671
Brent Shafer	2025	701,644	654,839	2,400,815	—	—	52,695	3,809,993
Non-Executive Chair and Former Executive Chair and Interim CEO

Joel Grade	2025	827,825	—	5,809,671	1,049,372	459,000	63,700	8,209,568
Executive Vice President and CFO	2024	810,000	500,000	4,295,702	—	839,608	62,238	6,507,548
	2023	164,384	—	3,636,661	902,897	167,671	4,608	4,876,222
Heather Knight	2025	747,123	—	4,018,281	1,267,349	—	41,795	6,074,548
Former Executive Vice President, COO and Interim Group President, Medical Products & Therapies	2024	883,333	—	4,607,152	—	1,039,500	66,505	6,596,490
	2023	791,507	—	2,395,122	838,466	771,091	64,057	4,860,243
Reazur Rasul	2025	800,000	—	2,953,421	931,507	488,000	73,286	5,246,214
Executive Vice President and Group President, Healthcare Systems & Technologies

David Rosenbloom	2025	760,000	—	1,989,036	627,345	348,840	68,943	3,794,164
Executive Vice President and General Counsel

Alok Sonig	2025	779,747	—	3,375,371	1,064,578	—	19,577	5,239,273
Former Executive Vice President and Group President, Pharmaceuticals	2024	787,500	—	3,583,345	—	904,000	70,961	5,345,806
	2023	725,000	—	1,710,802	598,904	794,568	36,759	3,866,033
Cecilia Soriano	2025	668,247	75,000	1,300,147	253,472	291,732	66,243	2,654,841
Group President, Infusion Therapies & Technologies and Pharmaceuticals



	TERMINATION PAYMENT ($)	PERSONAL TRAVEL EXPENSE ALLOWANCE ($)	AIRCRAFT USAGE ($)	ATTORNEYS' FEES ($)	DEFERRED COMPENSATION CONTRIBUTIONS ($)	RELOCATION BENEFITS AND TAX REIMBURSEMENT ($)

Mr. Hider	—	150,000	—	75,000	5,589	915,895
Mr. Almeida	6,890,000	—	65,165	31,000	—	—
Mr. Shafer	—	—	15,522	28,500	—	—
Mr. Grade	—	—	—	—	38,479	—
Ms. Knight	—	—	—	—	21,143	—
Mr. Rasul	—	—	—	—	42,466	—
Mr. Rosenbloom	—	—	—	—	43,745	—
Mr. Sonig	—	—	—	—	—	—
Ms. Soriano	—	—	—	—	41,166	—