BAXTER INTERNATIONAL INC, DEF 14A filed on 3/25/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Baxter International Inc.
Entity Central Index Key 0000010456
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, the company is providing the following disclosure regarding executive compensation for
the company’s principal executive officer (PEO) and Non-PEO NEOs and company performance for the fiscal
years listed below.
Year
Summary
Compensation
Table
Total for
PEO¹
($)
Compensation
Actually Paid to
PEO1,2,3
($)
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs1
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs1,2,3
($)
Value of Initial
Fixed $100
Investment
based on:4
Net Income
(Loss)
($ Millions)5
Net Sales
($ Millions)6
TSR
($)
Peer
Group
TSR
($)
2024
18,071,015
9,204,471
6,508,661
4,227,617
38.55
146.87
(638)
15,149
2023
13,786,671
10,408,814
5,194,682
3,994,655
49.69
143.18
2,663
14,813
2022
13,588,236
(9,114,999)
6,721,562
14,410
63.62
140.29
(2,421)
14,506
2021
15,634,734
19,600,136
4,853,630
5,588,070
105.26
143.09
1,295
12,146
2020
15,865,396
4,130,682
3,893,864
1,603,952
97.06
113.45
1,110
11,673
        
Named Executive Officers, Footnote 1.Mr. Almeida was the company’s PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year
presented are listed below.
2020
2021
2022
2023
2024
James K. Saccaro
James K. Saccaro
James K. Saccaro
Joel Grade
Joel Grade
Giuseppe Accogli
Giuseppe Accogli
Giuseppe Accogli
James K. Saccaro
Heather Knight
Cristiano Franzi
Cristiano Franzi
Cristiano Franzi
Brian Stevens
Alok Sonig
Sean Martin
Andrew Frye
David Rosenbloom
Cristiano Franzi
Christopher Toth
Heather Knight
Alok Sonig
Christopher Toth
        
Peer Group Issuers, Footnote The Peer Group TSR set forth in this table utilizes the S&P 500 Health Care Index which the company also utilizes in the
stock performance graph required by Item 201(e) of Regulation S-K included in the 2024 Form 10-K. The comparison
assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the company
and in the S&P 500 Health Care Index, respectively. Historical stock performance is not necessarily indicative of future stock
performance.
        
PEO Total Compensation Amount $ 18,071,015 $ 13,786,671 $ 13,588,236 $ 15,634,734 $ 15,865,396
PEO Actually Paid Compensation Amount $ 9,204,471 10,408,814 (9,114,999) 19,600,136 4,130,682
Adjustment To PEO Compensation, Footnote
Year
Summary
Compensation
Table Total for
PEO
($)
Exclusion of
Change in Pension
Value for
PEO
($)
Exclusion of Stock
Awards and
Option Awards for
PEO
($)
Inclusion of
Pension Service
Cost for PEO
($)
Inclusion of Equity
Values for PEO
($)
Compensation
Actually Paid to
PEO
($)
2024
18,071,015
—
(14,319,107)
—
5,452,563
9,204,471
Year
Year-End Fair
Value of Equity
Awards
Granted
During
Year That
Remained
Unvested as of
Last Day of
Year for
PEO
($)
Change in Fair
Value from
Last
Day of Prior
Year to Last
Day of Year of
Unvested
Equity
Awards for
PEO
($)
Vesting-Date
Fair Value of
Equity Awards
Granted
During
Year that
Vested
During Year for
PEO
($)
Change in Fair
Value from
Last
Day of Prior
Year to Vesting
Date of
Unvested
Equity Awards
that Vested
During Year for
PEO
($)
Fair Value at
Last Day of
Prior
Year of Equity
Awards
Forfeited
During Year for
PEO
($)
Value of
Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for
PEO
Total—
Inclusion of
Equity
Values for
PEO
($)
2024
7,313,162
(2,206,884)
—
346,285
—
—
5,452,563
        
Non-PEO NEO Average Total Compensation Amount $ 6,508,661 5,194,682 6,721,562 4,853,630 3,893,864
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,227,617 3,994,655 14,410 5,588,070 1,603,952
Adjustment to Non-PEO NEO Compensation Footnote
Year
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs
($)
Average
Exclusion
of Change in
Pension Value
for
Non-PEO NEOs
($)
Average Exclusion
of Stock Awards
and Option
Awards for
Non-PEO NEOs
($)
Average Inclusion
of Pension Service
Cost for
Non-PEO NEOs
($)
Average Inclusion
of Equity Values
for Non-PEO
NEOs
($)
Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
2024
6,508,661
—
(4,401,319)
—
2,120,275
4,227,617
Year
Average Year-
End
Fair Value of
Equity Awards
Granted During
Year That
Remained
Unvested as of
Last Day of
Year
for Non-PEO
NEOs
($)
Average
Change
in Fair Value
from Last Day
of
Prior Year to
Last Day of
Year
of Unvested
Equity Awards
for Non-PEO
NEOs
($)
Average
Vesting-
Date Fair
Value
of Equity
Awards
Granted During
Year that
Vested
During Year for
Non-PEO
NEOs
($)
Average
Change in
Fair Value from
Last Day of
Prior
Year to Vesting
Date of
Unvested
Equity Awards
that
Vested During
Year for Non-
PEO
NEOs
($)
Average Fair
Value at Last
Day of Prior
Year
of Equity
Awards
Forfeited
During
Year for Non-
PEO NEOs
($)
Average Value
of Dividends or
Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for
Non-PEO
NEOs
($)
Total—
Average
Inclusion of
Equity
Values
for Non-
PEO
NEOs
($)
2024
2,863,495
(392,527)
—
(350,693)
—
—
2,120,275
        
Compensation Actually Paid vs. Total Shareholder Return The following chart sets forth the relationship between Compensation Actually Paid to the company's PEO, the
average of Compensation Actually Paid to the company's Non-PEO NEOs and the cumulative TSR over the five
most recently completed fiscal years for the company and the S&P 500 Health Care Index TSR.
3733
•Actual Average Non-PEO NEO Compensation Actually Paid for 2022 was $14,410.
        
Compensation Actually Paid vs. Net Income The following chart sets forth the relationship between Compensation Actually Paid to the company's PEO, the
average of Compensation Actually Paid to the company's Non-PEO NEOs and Baxter's net income (loss)
inclusive of discontinued operations during the five most recently completed fiscal years.
4159
•Actual Average Non-PEO NEO Compensation Actually Paid for 2022 was $14,410.
        
Compensation Actually Paid vs. Company Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to the company's PEO, the
average of Compensation Actually Paid to the company's Non-PEO NEOs, and Baxter's net sales during the five
most recently completed fiscal years.
4581
•Actual Average Non-PEO NEO Compensation Actually Paid for 2022 was $14,410.
        
Total Shareholder Return Amount $ 38.55 49.69 63.62 105.26 97.06
Peer Group Total Shareholder Return Amount 146.87 143.18 140.29 143.09 113.45
Net Income (Loss) $ (638,000,000) $ 2,663,000,000 $ (2,421,000,000) $ 1,295,000,000 $ 1,110,000,000
Company Selected Measure Amount 15,149,000,000 14,813,000,000 14,506,000,000 12,146,000,000 11,673,000,000
PEO Name Mr. Almeida        
Additional 402(v) Disclosure The amounts set forth above for compensation actually paid to PEO and non-PEO NEOs (as set forth in the “Compensation
Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns) have been calculated in
accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the
company’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in
footnote 3 below.
Compensation actually paid to PEO and non-PEO NEOs (as set forth in the “Compensation Actually Paid to PEO” and
“Average Compensation Actually Paid to Non-PEO NEOs” columns) reflects the exclusions and inclusions of certain
amounts for the PEO and the Non-PEO NEOs as set forth below. Related information regarding compensation paid in 2020,
2021, 2022, and 2023 has not changed from what was included in the company’s 2023 proxy statement and what is set forth
in the proxy statement, and as such, information for such years has not been included in the following tables. Equity values
are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion (or Average Exclusion) of Stock Awards
and Option Awards” columns are the totals from the “Stock Awards” and “Option Awards” columns set forth in the Summary
Compensation Table. Amounts in the “Exclusion (or Average Exclusion) of Change in Pension Value” columns reflect the
amounts attributable to the “Change in Pension Value” reported in the Summary Compensation Table. Amounts in the
“Inclusion (or Average Inclusion) of Pension Service Cost” columns are based on the service cost for services rendered
during the listed year.
The amounts set forth above includes net income (loss) inclusive of discontinued operations.The company determined net sales, inclusive of discontinued operations, to be the most important financial performance
measure used to link company performance to “Compensation Actually Paid” to the company's PEO and Non-PEO NEOs in
2024.
As described in “—Proxy Statement Highlights—Performance Highlights” and in “—Compensation Discussion
and Analysis—Executive Summary—2024 Company Results,” for purposes of calculating performance under the
company’s 2024 annual incentive plan, net sales were calculated at budgeted exchange rates as of January 1,
2024 and include net sales from discontinued operations.  This amount (which is referred to as Adjusted Net
Sales Including Discontinued Operations in the proxy statement) was $15,181 million for 2024.
The financial performance measures that the company considers to have been the most important in linking
Compensation Actually Paid to the company's PEO and Non-PEO NEOs to company performance are shown
below. These measures are not ranked.
        
Measure:: 1          
Pay vs Performance Disclosure          
Name net sales        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
PEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (14,319,107)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,452,563        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 7,313,162        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,206,884)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 346,285        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
Non-PEO NEO | Measure:: 1          
Pay vs Performance Disclosure          
Name Net Sales        
Non-PEO NEO | Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Earnings Per Share        
Non-PEO NEO | Measure:: 3          
Pay vs Performance Disclosure          
Name Free Cash Flow        
Non-PEO NEO | Measure:: 4          
Pay vs Performance Disclosure          
Name ROIC        
Non-PEO NEO | Measure:: 5          
Pay vs Performance Disclosure          
Name Relative TSR        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,401,319)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,120,275        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,863,495        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (392,527)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (350,693)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure The company provides the following discussion of the timing of option awards in relation to the disclosure of
material nonpublic information, as required by Item 402(x) of Regulation S-K. The company did not grant any
stock options to executive officers of the company, including NEOs, in the last completed fiscal year. The equity
compensation awards have historically included RSUs, PSUs and stock options and the company is returning to
this mix for NEOs in 2025.
Generally, the company grants equity awards on a predetermined schedule. In February of each year, the CHC
Committee or, with respect to the CEO’s equity award, the independent members of the Board, review and
approve the value and amount of the equity compensation to be awarded to executive officers and non-employee
directors. The grant of approved equity awards then typically occurs in early March, which is usually after the
filing of the company’s Annual Report on Form 10-K, which is generally filed in mid-February.
As a result the company does not generally grant stock options during periods in which there is material
nonpublic information about the company, including outside a “trading window” established in connection with the
public release of earnings information under the company’s Securities Trading Policy.
The CHC Committee and, with respect to the CEO’s equity award, the independent members of the Board, do
not take material nonpublic information into account when determining the timing and terms of equity awards.
Stock options may occasionally be awarded on an off-cycle basis, including to new hires. It is the company’s
historic practice to grant off-cycle stock option awards on the first trading date in June, September and
December.
The company has not timed the disclosure of material nonpublic information to affect the value of executive
compensation.
Award Timing Predetermined true
Award Timing, How MNPI Considered The company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true