Andrew Hider

About Andrew Hider

Andrew Hider, age 48, was appointed President and Chief Executive Officer of Baxter International and a non‑independent director on the Board, effective no later than September 3, 2025 (or an earlier date per the offer letter and Board approval) . He holds a BS in Interdisciplinary Engineering and Management and an MBA from Clarkson University . Before Baxter, Hider led ATS Corporation as CEO since 2017, where adjusted revenues nearly doubled (low‑to‑mid teens CAGR), adjusted EBITDA grew at a similar rate, and ATS’s stock more than tripled on the TSX over his tenure, per ATS disclosures cited by Baxter’s press release . Baxter’s 3‑ and 5‑year TSR prior to Hider’s arrival were approximately −63% and −61% versus +29% and +97% for the S&P 500, underscoring the execution opportunity ahead .

Past Roles

Organization	Role	Years	Strategic Impact
ATS Corporation	Chief Executive Officer; Director	2017–2025	Portfolio shift to higher‑growth end markets; meaningful margin improvement; adjusted revenues nearly doubled; stock >3x (TSX) .
Taylor Made Group, LLC	President & CEO	2016–2017	Led a global supplier in marine/transportation components .
Danaher Corporation	Roles of increasing responsibility; President, Veeder‑Root (most recent)	~2006–2016	P&L leadership in life sciences/industrial instrumentation context .
General Electric	Manufacturing, project management, procurement, finance; President & GM GE Tri‑Remanufacturing	2000–2006	Early operating leadership roles .

External Roles

Organization	Role	Committee/Notes	Years
Tennant Company (NYSE: TNC)	Director	Committee roles not disclosed in Baxter filings	Current as of July 7, 2025 .
ATS Corporation	Director (while CEO)	Will transition as Baxter employment begins; ATS details not specified in 8‑K	Through 2025 appointment .

Fixed Compensation

Component	Detail	2025 Terms
Base Salary	Annualized	$1,350,000 .
Target Annual Bonus (MICP)	% of base salary	150% (prorated for 2025 per offer letter) .
Annual LTI Target Value	Target grant value; mix	$14,000,000; 50% PSUs / 25% RSUs / 25% Stock Options (off‑cycle in 2025; next regular annual grant March 2026) .
Sign‑On Cash	One‑time	$1,000,000; 100% clawback if resignation (other than Good Reason) within 12 months; 50% if 12–24 months .
Personal Travel Allowance	Annual allowance	$150,000 per year .

Performance Compensation

Annual incentive design (companywide): Adjusted Net Sales (50%), Further Adjusted EPS (25%), Adjusted Free Cash Flow (25%); individual modifier 0%–125% for executives. 2024 outcomes shown below as the most recent baseline; 2025 curves largely consistent (FCF curve reverted to prior threshold/maximum ranges) .

Company AIP performance (2024 baseline)

Metric (AIP basis)	Threshold (50% payout)	Target (100%)	Maximum (200%)	Actual	Formulaic Payout
Adjusted Net Sales Including Discontinued Ops ($MM)	$14,266	$15,017	$15,768	$15,181	122%
Further Adjusted EPS Including Discontinued Ops ($)	$2.36	$2.95	$3.54	$2.79	86%
Adjusted Free Cash Flow Including Discontinued Ops ($MM)	$490	$700	$910	$501	53%
Weighted financial formulaic payout					96% (CEO/CFO baseline)

PSU design: Historically three‑year performance with metrics including ROIC, Net Sales CAGR, and Relative TSR; 2024 PSUs for CEO/CFO used 100% Relative TSR (S&P 500 Healthcare Equipment & Services Index). For grants in 2025, Baxter reverted to 50% PSUs / 25% options / 25% RSUs mix; specific 2025 PSU metrics not detailed in filings .
2022–2024 PSU cycle paid at 0% (below threshold on ROIC, Net Sales CAGR, and Relative TSR), indicating a high performance bar under prior design .

Hider initial and off‑cycle equity awards (2025)

Award Type	Target Grant Value	Vesting/Terms
Initial annual LTI (off‑cycle)	$14,000,000	50% PSUs, 25% RSUs, 25% Options per LTI plan; mix assessed annually .
Supplemental PSUs (sign‑on)	$4,000,000	PSUs under LTI Plan; performance‑based vesting per plan documents .
Make‑Whole RSUs	$5,750,000	Vests 1/3 on each of first three anniversaries of grant date .
Make‑Whole PSUs	$2,750,000	Performance‑based vesting per plan; remains eligible to vest based on actual performance on qualifying terminations .

Equity Ownership & Alignment

Stock ownership guidelines: CEO must hold ≥6x base salary in Baxter stock within five years of appointment; other executive officers ≥4x. As of Dec 31, 2024, then‑serving NEOs met or were on track per guidelines; Hider will be subject to CEO guideline starting in 2025 .
Anti‑hedging/anti‑pledging: Directors and executives are prohibited from hedging and pledging Baxter securities; directors cannot trade options or other derivatives on Baxter stock .
Clawbacks: Dodd‑Frank/NYSE‑compliant Mandatory Clawback Policy plus a broader Compensation Recoupment Policy apply to AIP and LTI (including time‑based awards) .

Employment Terms

Term	Key Provision
Start/Effective Date	Board appointed Hider CEO on July 7, 2025; effective no later than Sept 3, 2025 (or earlier per agreements and existing obligations) .
Severance (non‑CIC)	If terminated by Baxter without Cause or by Hider for Good Reason: lump sum equal to 2x (base salary + annual target bonus) plus pro‑rated MICP if termination on/after Feb 1, 18 months health benefits value; make‑whole RSUs vest; related PSUs remain eligible based on actual performance .
Change‑in‑Control (CIC)	Double‑trigger; 2.5x (base salary + annual target bonus) lump sum, 18 months life/accident/health benefits; stock treatment per plan; outplacement up to $50,000; arbitration provisions; auto‑renewing CIC agreement term (annual extension) .
Tax gross‑ups	Company policy: no tax gross‑ups in CIC; executives are responsible for taxes .
Restrictive covenants	Non‑compete, non‑solicit, non‑disparagement; standard CPPI agreement for equity .

Board Governance

Board seat: Appointed as a non‑independent director concurrent with CEO role; Board size increased to 11 to add Hider .
Chair/leadership: Brent Shafer transitioned from Interim CEO to non‑executive Chair upon Hider’s start; Baxter policy anticipates an independent Chair upon the next permanent CEO transition unless the Board determines otherwise—mitigating CEO/Chair concentration risk during the transition .
Committees: Standing committees (Audit, CHC, NCGPP, QRC, Operating) are fully independent; no committee assignments are disclosed for Hider (typical for executive directors) .
Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting .
Director compensation: Program applies to non‑employee directors (cash retainers and fully vested share grants); employee directors are compensated under the executive program .

Performance & Track Record

ATS performance under Hider: Adjusted revenues nearly doubled (low‑to‑mid teens CAGR), adjusted EBITDA grew at a similar pace, and the stock more than tripled on the TSX since his 2017 appointment (per ATS investor materials cited in Baxter’s announcement) .
Baxter context pre‑Hider: 2024 continuing operations showed 3% GAAP net sales growth and 11% adjusted EPS growth, with operating cash flow +32% and free cash flow +52%; however, 3‑ and 5‑year TSRs were −63% and −61% respectively, framing the turnaround mandate .

Compensation Committee Analysis

Committee and consultant: CHC Committee (independent) chaired by Nancy Schlichting; Aon serves as independent compensation consultant to CHC (fees ~$315k for compensation work in 2024; additional Baxter‑related services vetted for independence) .
Pay philosophy and safeguards: Heavy at‑risk pay; strong ownership guidelines; double‑trigger CIC; clawbacks; no option repricing without shareholder approval; no CIC tax gross‑ups; limited perqs .

Say‑On‑Pay & Shareholder Feedback

2024 say‑on‑pay (for 2023 compensation): ~80% approval; the Board engaged investors and enhanced CD&A disclosures in response .
Stockholder proposal on executive stock retention to retirement age: Board recommends against; notes existing robust ownership guidelines (CEO 6x salary) and need for flexibility; similar proposals were defeated in 2023 and 2024 .

Compensation Peer Group (2024)

Abbott; Agilent; Becton Dickinson; Boston Scientific; Danaher; DaVita; DENTSPLY; Edwards Lifesciences; GE HealthCare; Hologic; Intuitive Surgical; Labcorp; Medtronic; Quest Diagnostics; Stryker; Zimmer Biomet. Median revenue ~$12.7B; market cap ~$41.0B; Baxter revenue and market cap positioned at ~58th and ~28th percentiles, respectively .

Investment Implications

Alignment and incentives: Hider’s package is heavily performance‑oriented (150% bonus target; $14M LTI with 50% PSUs; options reinstated in 2025 mix), supported by robust clawbacks and ownership rules—favorable for pay‑for‑performance alignment .
Retention and potential supply events: Substantial make‑whole RSUs vest in equal tranches on each of the first three anniversaries of the off‑cycle grant date; supplemental PSUs and initial PSUs add performance‑contingent overhang. These scheduled vestings can create periodic supply overhangs depending on Form 4 activity and trading plans .
Change‑of‑control economics: Double‑trigger severance (2.5x cash; benefits) is standard for large‑cap medtech, with no gross‑ups and outplacement limits—balanced retention without excessive shareholder leakage .
Governance mitigants: Independent non‑executive Chair structure upon Hider’s arrival, independent committees, and frequent executive sessions mitigate dual‑role risks and support oversight during transition .
Execution bar: Prior PSU cycles paid 0% under tough hurdles; Baxter’s recent TSR underperformance and transformation actions mean upside depends on accelerating growth/FCF and sustaining quality systems—areas aligned with Hider’s operational track record at ATS .

Key near‑term watch items: Form 4s for grant dates/amounts and any 10b5‑1 adoptions; 2025 AIP metric targets and PSUs’ performance metrics; disclosure of beneficial ownership and guideline compliance in the next proxy; operating cadence vs. Baxter’s 2025 revised incentive curves and post‑Vantive separation cash generation .