Sector: Health Care
BAXTER INTERNATIONAL INC · Meeting: May 5, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
Mr. Ampofo has served since 2023, giving him more than 24 months of tenure during which Baxter's stock fell roughly 53% while the compensation peer group returned roughly +7% — a gap of nearly 60 percentage points, far exceeding the 20-point trigger for negative absolute TSR; the 5-year TSR gap of -81.6pp also exceeds the threshold, so no mitigant applies.
Ms. Morrison has served since 2019 and was present throughout the full period in which Baxter's stock dropped roughly 53% while the compensation peer group gained roughly 7% — a nearly 60-point gap that far exceeds the 20-point trigger; the 5-year TSR gap of -81.6pp also exceeds the threshold, confirming sustained underperformance with no mitigant available.
Ms. Schlichting has served since 2021 and her tenure meaningfully overlaps the 3-year period during which Baxter's stock fell roughly 53% versus a peer group gain of roughly 7%; the 5-year TSR gap of -81.6pp also exceeds the threshold, so no 5-year mitigant is available, and a vote against is warranted.
Mr. Shafer has served since 2022 — more than 24 months — and his tenure substantially overlaps the 3-year underperformance period during which Baxter's stock fell roughly 53% versus the peer group's roughly +7%; the 5-year gap of -81.6pp also exceeds the threshold so no mitigant applies, and the TSR trigger fires independently of his role as Non-Executive Chair.
Ms. Wendell has served since 2019 and was present throughout the full 3-year (and 5-year) period of severe underperformance — Baxter's stock down roughly 53% versus the peer group up roughly 7%, a gap nearly three times the 20-point trigger; the 5-year gap of -81.6pp confirms this is sustained, not transient, underperformance.
Dr. Wilkes has served since 2021 and his tenure meaningfully overlaps the 3-year underperformance period; Baxter's stock fell roughly 53% while peers gained roughly 7% — a gap of nearly 60 points — and the 5-year gap of -81.6pp also exceeds the threshold, leaving no basis for a mitigating 5-year override.
For Analysis
Mr. Craig joined the board in 2024 and has been a director for less than 24 months, so he is exempt from the TSR underperformance trigger under the policy; he also brings strong financial expertise as a former CFO and audit partner, and serves as Audit Committee chair.
Mr. Hider joined the board in August 2025 and has been a director for well under 24 months, so he is exempt from the TSR underperformance trigger; as the newly appointed CEO he is the appropriate person to lead the company's turnaround and his election as a director is consistent with normal governance practice.
Mr. McDonnell joined the board in February 2026, well within the 24-month exemption window, and brings deep CFO experience from Biogen and other global companies; no TSR trigger applies to him.
Of the nine director nominees, six directors with more than 24 months of tenure (Ampofo, Morrison, Schlichting, Shafer, Wendell, and Wilkes) are voted AGAINST because Baxter's 3-year stock return of roughly -53% trails the compensation peer group median of roughly +7% by nearly 60 percentage points — far beyond the 20-point trigger for companies with negative absolute returns — and the 5-year gap of -81.6pp confirms the underperformance is sustained. Three nominees (Craig, Hider, McDonnell) are voted FOR because they each joined within the past 24 months and are exempt from the TSR trigger under the policy.
CEO
Andrew Hider
Total Comp
$29,805,182
Prior Support
91%%
Baxter's stock has declined roughly 53% over the past three years while the compensation peer group returned roughly +7%, a gap of nearly 60 percentage points — far beyond the 20-point pay-for-performance misalignment threshold that triggers a vote against. Although annual incentive payouts were modest (52–61% of target) and the performance share unit payout for the cycle ending in 2025 was only 57% of target with a relative TSR ranking at the 3rd percentile, overall named executive compensation levels remain elevated relative to what shareholders experienced, and the structural pay levels — particularly large equity grants made during a period of severe stock price decline — are not sufficiently aligned with the shareholder experience. The prior say-on-pay vote was 91% in 2025, so there is no prior-year remediation concern, but the pay-for-performance misalignment under the policy independently warrants a vote against.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$10,980,000
Non-Audit Fees
$540,000
PwC's non-audit fees in 2025 (combining audit-related fees of $150,000, tax fees of $380,000, and all other fees of $10,000 totaling $540,000) represent about 5% of audit fees of $10,980,000 — well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm fully appropriate for a company of Baxter's size; auditor tenure is not disclosed in the filing so no tenure trigger fires under the policy.
Baxter's 2026 annual meeting ballot is dominated by the consequences of severe and sustained stock underperformance — with the company's shares down roughly 53% over three years versus a peer group gain of roughly 7%, six of nine director nominees who have served more than 24 months receive AGAINST votes under the TSR trigger, and the Say on Pay vote is also AGAINST due to pay-for-performance misalignment. The auditor ratification and the charter amendment to reduce minimum board size both receive FOR votes as neither presents any policy concerns.
16 companies disclosed in 2026 proxy filing
