Amy Wendell

About Amy A. Wendell

Independent director of Baxter International since 2019 (age 64), with core credentials in healthcare strategy, business development, licensing, M&A, portfolio management, and integration from senior roles at Covidien, McKinsey (Senior Advisor), and Perella Weinberg Partners (Senior Advisor). She is affirmatively determined independent under NYSE standards; she served on Baxter’s Compensation & Human Capital (CHC), Quality & Regulatory Compliance (QRC), and the temporary Operating Committee formed in 2025 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Covidien plc (incl. Tyco/Kendall)	SVP Strategy, Business Development & Licensing; earlier engineering, product mgmt, BD	1986–2015 (SVP 2006–2015)	Led strategy and portfolio management; significant M&A and integration experience
McKinsey & Company	Senior Advisor (Strategy & Corporate Finance); Transactions Advisory Board member	2015–2018	Advised on strategy, corporate finance, transactions
Perella Weinberg Partners L.P.	Senior Advisor	2016–2019	Consulted on healthcare strategy, corporate finance, investing

External Roles

Company	Role	Notes
Axogen, Inc.	Director	Public company board service
Hologic, Inc.	Director	Public company board service
Solventum Corporation	Director	Public company board service
Por Cristo (non-profit)	Former Director	Charitable medical service organization

Board Governance

Independence: Board determined Amy Wendell meets Baxter and NYSE independence; 9 of 10 directors independent overall .
Committees: Member of CHC (comp & HCM), QRC (quality/regulatory), and short-term Operating Committee (to sunset ~6 months after permanent CEO appointment) .
Attendance: Board held nine meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors then in office attended the 2024 annual meeting .
Engagement: Baxter engaged investors representing ~30% of shares through early 2025; topics included CEO search, governance, compensation, and responsibility; outputs shared with Board and committees .
CHC interlocks: No CHC member (including Wendell) had relationships requiring Item 404 disclosure; no insiders on CHC .
Overboarding policy: Limit four public boards for non-full-time directors; compliance reviewed annually by NCGPP; all directors compliant as of March 13, 2025 .

Fixed Compensation

Component	2024 Amount	Notes
Fees Earned or Paid in Cash ($)	$120,000	Includes Board retainer and committee meeting fees (per-meeting fee structure applied in 2024)
Equity Grants (Stock Awards, grant-date fair value)	$214,986	Fully vested Baxter shares; annual grant made at 2024 annual meeting
Other Compensation ($)	$20,000	Foundation matching gifts on qualifying charitable donations

Program changes effective 2025: Board retainer raised to $120,000; committee meeting fees eliminated; chair retainers adjusted (QRC/NCGPP to $20,000); Lead Independent Director $50,000, Audit Chair $25,000, CHC Chair $20,000 unchanged .

Performance Compensation

Director equity is not performance-based; annual grants are fully vested shares (subject to six-month forfeiture on service cessation except death/disability/qualifying retirement) .
Anti-hedging/pledging: Directors prohibited from hedging, short sales, derivatives, margin, or pledging Baxter stock under Securities Trading Policy .
No director PSUs/options granted in 2024; outstanding legacy options exist for some directors (see Equity Ownership) .

Other Directorships & Interlocks

External Board	Potential Overlap	Flag
Axogen, Hologic, Solventum	Healthcare products sector	Within Baxter’s overboarding limits; no Item 404 related-party disclosures for CHC members (incl. Wendell)

Note: Baxter’s NCGPP reviews related-person transactions annually; no specific related-party exposure for Wendell is disclosed .

Expertise & Qualifications

Extensive healthcare sector expertise: business development, licensing, M&A, resource allocation, portfolio management, restructuring and integration .
Skills matrix: M&A/Transactional, International, Financial/Risk Management, Quality/Regulatory, Human Capital—collectively reflected across Board competencies; Wendell contributes BD/M&A depth .

Equity Ownership

Metric	Latest Value	Detail
Shares of Common Stock	24,009	Beneficial ownership as of Feb 27, 2025
Shares under Exercisable Options	17,116	All outstanding director stock options fully vested as of Dec 31, 2024
Ownership Guidelines	5x annual cash retainer (after 5 years)	As of Dec 31, 2024, all directors with ≥5 years met guidelines
Hedging/Pledging	Prohibited	No short-term trading, derivatives, or pledging allowed

Say‑on‑Pay & Shareholder Feedback

2025 Say‑on‑Pay (2024 NEO comp): For 405,175,420; Against 40,433,760; Abstain 580,601; Broker non‑votes 35,269,778 (~90.9% For of votes cast; calculated from reported counts) .
2024 Say‑on‑Pay (2023 NEO comp): Approximately 80% support at the 2024 annual meeting; disclosure enhanced in response to investor feedback .

Governance Assessment

Strengths: Independent status; service on CHC (compensation governance) and QRC (quality/regulatory), plus Operating Committee during CEO transition—signals high engagement on risk, talent, and operations . Strong stock ownership/anti-hedging alignment; director equity granted in stock; guidelines met for long‑tenured directors . No CHC interlocks/related‑party issues disclosed; robust annual Board/committee self‑assessments and investor outreach .
Watchpoints: Multiple external board seats (Axogen, Hologic, Solventum, plus Baxter) approach policy limits but remain compliant; monitor for potential sector overlaps or time commitments; NCGPP evaluates annually . Operating Committee is temporary; ensure sunset and transition back to standard committee oversight as permanent CEO is appointed . No director-specific attendance rate disclosed beyond ≥75%; continue tracking engagement through committee outputs .

Overall, Wendell’s background in healthcare strategy and M&A is well-aligned to Baxter’s portfolio transformation and quality oversight; policies on ownership, hedging/pledging, and CHC independence support investor confidence .