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    **Brent Shafer**

    Interim CEO and Chair of the Board at Baxter International Inc
    Board
    Since February 3, 2025
    Age
    67 years
    Tenure
    Joined the Board in May 2022, served as Lead Independent Director starting April 2023, and was appointed as Interim CEO and Chair of the Board on February 3, 2025.

    Also at Baxter International Inc

    *S
    **Alok Sonig**
    EVP and Group President, Pharmaceuticals
    *SR
    **David S. Rosenbloom**
    EVP and General Counsel
    *K
    **Heather Knight**
    EVP and COO

    About

    Brent Shafer is 67 years old as of 2025, bringing over four decades of experience in the healthcare and medical technology industries. His career has spanned multiple global organizations where he has held senior leadership roles and driven significant strategic transformations.

    Initially, he joined Baxter International Inc. as a director in May 2022 and then advanced to the role of Lead Independent Director in April 2023, demonstrating his increasing influence within the company. His appointment as Interim CEO and Chair of the Board on February 3, 2025, marked a pivotal moment in his tenure, as he assumed leadership during a period of strategic transition at Baxter.

    Throughout his career, he has steered organizations such as Cerner Corporation and Philips Healthcare, among others, contributing substantially to innovations in health information technologies and operational excellence. His extensive background and leadership acumen have positioned him as a key driver in Baxter’s ongoing transformation.

    $BAX Performance Under **Brent Shafer**

    Past Roles

    OrganizationRoleDate RangeDetails
    Baxter International Inc. Lead Independent Director; Audit Committee Member; Nominating, Corporate Governance, and Public Policy Committee Member April 28, 2023 - February 3, 2025 N/A
    Cerner Corporation Chair and Chief Executive Officer 2018 - 2021 Health information technologies
    Philips Healthcare (Koninklijke Philips NV) Chief Executive Officer of Philips North America; Chief Executive Officer of Philips Home Healthcare Solutions N/A Specializes in diagnostic imaging, patient monitoring, and health informatics
    Hillrom (Hill-Rom Holdings, Inc.) Vice President and General Manager of the Patient Care Environment Division N/A Focused on patient care solutions
    GE Medical Systems Various key positions in sales, marketing, and general management N/A Specializes in medical imaging and healthcare technologies
    Hewlett Packard’s Medical Products Group Senior roles N/A Focus on medical products and healthcare solutions
    Johnson & Johnson Senior roles N/A Involved in pharmaceuticals, medical devices, and consumer health products

    External Roles

    OrganizationRoleDate Range
    Tactile Systems Technology, Inc. Director N/A
    Veracyte, Inc. Director N/A

    Fixed Compensation

    Data from  FY 2025
    Component NameAmountPayment ScheduleAdditional Details
    Base Salary$108,333 per month MonthlyAnnualized during term as Interim CEO/Chair
    Legal FeesUp to $30,000 As incurred upon submissionReimbursement for legal fees reasonably incurred in connection with negotiation/documentation of the offer letter

    Performance Compensation

    Data from  FY 2025

    Bonus

    MetricDetail
    Bonus Amount$600,000
    Payment TriggerEarned and payable on the first regular payroll date following the completion of his term
    ConditionsContingent upon continuous employment through his term as Interim CEO/Chair

    Equity Award (RSUs)

    MetricDetail
    Grant Value$2,500,000
    Grant DateAs soon as administratively practicable after his start date on February 3, 2025
    Vesting ScheduleVest upon the end of his term, defined as the earlier of the six-month anniversary (August 3, 2025) or the first employment day of a successor CEO
    ConditionsVesting is contingent on his continued employment through the term; no additional performance metrics are specified
    Performance MetricsNo detailed performance metrics, thresholds, or specific targets provided

    Note: The bonus and RSUs are tied to his tenure as Interim CEO/Chair, and no further performance-based calculations (e.g., thresholds, weights or evaluation periods) are disclosed in the documents.