Alok Sonig

About Alok Sonig

Alok Sonig is Executive Vice President and Group President, Pharmaceuticals at Baxter, appointed to lead the segment in 2023 after joining Baxter in 2022 from Lupin, Inc., and previously senior leadership roles at Dr. Reddy’s Laboratories and Bristol Myers Squibb; he holds a bachelor’s in engineering from Punjab Engineering College and an MBA from American University, and is in his early 50s . During his tenure, Baxter’s 2024 company performance included global net sales of $10.6B from continuing operations, adjusted EPS of $1.89, operating cash flow of $819M and free cash flow of $373M, while 3-year TSR for 2022–2024 was approximately -63%, and 5-year TSR was approximately -61% . In the Pharmaceuticals segment specifically, 2024 adjusted net sales grew 8% versus 2023 for incentive funding purposes, driving a 149% payout on that metric for Sonig’s annual incentive calculation . On November 12, 2025, Baxter disclosed that Sonig resigned effective December 1, 2025 to join another healthcare company, elevating near-term retention and transition risk .

Past Roles

Organization	Role	Years	Strategic Impact
Baxter International Inc.	EVP & Group President, Pharmaceuticals	2023–2025	Led segment with 2024 adjusted net sales growth of 8% vs 2023 for annual incentive funding (149% metric payout) .
Baxter International Inc.	President, Pharmaceuticals	2022–2023	Elevated to EVP in 2023 to lead verticalized segment under new operating model .
Lupin, Inc.	U.S. CEO and Global Head of R&D & Biosimilars	2018–2022	Led U.S. operations and global R&D/biosimilars portfolio .
Dr. Reddy’s Laboratories	CEO, Developed Markets; EVP & Head North America Generics	~2014–2018	Ran developed markets (U.S., Canada, Europe, Japan); leadership in North America generics .
Bristol Myers Squibb	Various leadership roles (GM, strategy, marketing)	~15 years	Broad biopharma leadership across general management and global strategy/marketing .

External Roles

Organization	Role	Years
Association for Accessible Medicines	Chairman of the Board (prior)	n/a
American University, Kogod School of Business	Advisory Board Member (current)	n/a

Fixed Compensation

Metric	FY 2023	FY 2024
Annual Base Salary (as of Dec 31)	$725,000	$800,000
Target Annual Bonus (% of salary)	100%	100%
Actual Annual Incentive Paid	$794,568	$904,000

Performance Compensation

Metric (2024)	Weight	Threshold	Target	Maximum	Actual	Payout %
Pharmaceuticals Adjusted Net Sales Including Discontinued Ops ($MM)	50%	$2,232	$2,349	$2,467	$2,407	149%
Further Adjusted EPS Including Discontinued Ops ($)	25%	$2.36	$2.95	$3.54	$2.79	86%
Adjusted Free Cash Flow Including Discontinued Ops ($MM)	25%	$490	$700	$910	$501	53%
Weighted Financial Formulaic Payout	—	—	—	—	—	109%
Adjusted Weighted Financial Payout	—	—	—	—	—	113%
Individual Performance Assessment	—	—	—	—	—	100%
Total Annual Incentive Payout ($)	—	—	$800,000	—	—	$904,000 (113% of target)

Notes: 2024 annual incentive curves were widened for EPS (80% threshold/120% max) and FCF (70%/130%), while net sales curve unchanged; individual assessment categories included Patient Safety & Quality, Best Place to Work, Growth Through Innovation, initially reduced to 100% via discretion .

Equity Ownership & Alignment

Item	Detail
Total Beneficial Ownership (Common Shares)	113,107 shares as of Feb 27, 2025 .
Exercisable Options	59,712 as of Feb 27, 2025 .
Ownership as % of Shares Outstanding	Below 1% (none of directors/NEOs exceed 1%) .
Stock Ownership Guideline	4x base salary for executive officers; five-year compliance window .
Compliance Status	On track to achieve guideline within prescribed timeframe .
Pledging/Hedging	Prohibited under Securities Trading Policy (no pledging, short sales, derivatives) .
Dividend Equivalents	No DEUs on unvested awards; DEUs accrue and are paid only upon vesting, with PSUs based on actual performance .

Outstanding and Recent Equity Awards (as of Dec 31, 2024)

Award Type	Grant Date	Quantity	Key Terms
RSUs (Annual)	3/6/2024	83,353	Grant-date fair value $3,583,345; vests ratably over 3 years .
RSUs (Prior)	3/1/2023	10,758 unvested; market value $313,694	Vests ratably; market value uses $29.16 close on 12/31/2024 .
RSUs (Prior)	9/1/2022	6,250 unvested; market value $182,256	Vests ratably; market value uses $29.16 close on 12/31/2024 .
PSUs (Target)	3/1/2023	32,272	2023 PSU plan metrics: Relative TSR, Adjusted ROIC, Adjusted Net Sales CAGR (3-year performance) .
Options	3/1/2023	21,321 exercisable; 42,644 unexercisable	Exercise price $39.06; expiry 3/1/2033 .
Options	9/1/2022	17,069 exercisable; 8,535 unexercisable	Exercise price $56.76; expiry 9/1/2032 .

Upcoming scheduled vesting (RSUs) for Sonig as of 12/31/2024: 32,927 (Mar 2025), 5,869 (Sep 2025), 32,927 (Mar 2026), 27,785 (Mar 2027), total 99,508 shares (excluding DEUs) . Upcoming scheduled option vesting totals: 21,322 (Mar 2025), 8,535 (Sep 2025), 21,322 (Mar 2026) .

Long-term incentive payout context: PSU cycle for 2022–2024 paid 0% (below threshold on ROIC, Net Sales CAGR, and relative TSR) indicating strong pay-for-performance linkage amid weak long-term outcomes . In 2024, PSUs were granted only to CEO/CFO; other NEOs, including Sonig, received 100% RSUs to support stability during Kidney Care separation planning .

Employment Terms

Provision	Detail
Executive Severance Plan (U.S.)	Upon involuntary termination without cause: cash payment equal to 1.5x sum of annual base salary + target annual bonus; prorated annual incentive (based on company performance and target individual performance if after Feb 1); lump-sum equivalent to 18 months employer benefits costs; outplacement up to $35,000; subject to release and clawback for covenant breaches .
Change-in-Control Agreement	Upon qualifying termination within 24 months post-CIC: 1.5x salary + target bonus; prorated annual incentive; continued health & welfare coverage for 18 months; outplacement up to $35,000; double-trigger required; payments may be reduced to avoid 280G excise tax; non-compete/non-solicit and perpetual non-disparagement covenants; release required .
Potential Payments (Illustrative as of 12/31/2024)	CIC qualifying termination total: $7,178,163; Involuntary termination without cause total: $3,373,000; Death/Disability total: $4,812,162 (equity values based on $29.16 close; PSUs at target for CIC) .
Clawbacks	Mandatory Clawback Policy (Dodd-Frank/NYSE) for erroneously awarded incentive comp (3-year lookback); broader Compensation Recoupment Policy applicable to all employees for financial restatement or restrictive covenant violations; non-compete clawback cancels unvested LTI and requires return or repayment of gains on LTI vested within 12 months prior to termination upon violation .
Securities Policy	Pre-clearance required for certain insiders; prohibitions on hedging, pledging, margin, short sales, derivatives; policy filed as Exhibit 19 to 2024 10-K .

Investment Implications

Retention and transition risk: Sonig’s resignation effective December 1, 2025 adds near-term leadership continuity risk for Baxter’s Pharmaceuticals segment; monitoring successor appointment and handover is key .
Pay-for-performance alignment: Despite a strong 2024 segment net sales result (8% YoY for funding; 149% payout on sales metric), long-term PSUs for the 2022–2024 cycle paid 0%, reflecting weak ROIC, sales CAGR, and relative TSR outcomes, which supports the integrity of long-term pay discipline but signals execution challenges over the cycle .
Near-term selling pressure: RSU tranches scheduled to vest in Mar/Sep 2025, Mar 2026, and Mar 2027 (total ~99.5K units excluding DEUs) could create supply if shares are sold upon vesting; options are out-of-the-money at 12/31/2024 close ($29.16 vs $39.06 and $56.76 strikes), reducing exercise-related supply risk .
Alignment and governance: Anti-pledging/hedging policy, robust clawbacks, and stock ownership guidelines (4x salary; on-track status) mitigate misalignment risks and encourage long-term orientation .
Company performance backdrop: Baxter’s 2024 continuing-ops results (net sales $10.6B, adjusted EPS $1.89, FCF $373M) and negative multi-year TSR contextualize incentive outcomes and underscore the importance of operational improvement and capital allocation discipline during leadership transitions .