Cathy Smith

About Cathy R. Smith

Independent director of Baxter since 2017 (age 61) with deep CFO experience across blue‑chip retailers, healthcare and technology. She currently serves as Executive Vice President and Chief Financial Officer of Starbucks (appointed recently), and previously held CFO roles at Nordstrom (May 2023–March 2025), Bright Health (January 2020–May 2023), Target (September 2015–November 2019), Express Scripts (2014–2015), and Walmart International (2010–2014); earlier CFO at GameStop. At Baxter, she is Chair of the Nominating, Corporate Governance & Public Policy (NCGPP) Committee and a member of the Audit Committee; the Board has determined she is independent and qualifies as an “audit committee financial expert.”

Past Roles

Organization	Role	Tenure	Committees/Impact
Starbucks Corporation	EVP & Chief Financial Officer	2025–present (recently appointed)	Senior finance leadership; cybersecurity incident response oversight experience cited
Nordstrom, Inc.	Chief Financial Officer	May 2023–March 2025	Corporate finance leadership
Bright Health	Chief Financial & Administrative Officer	Jan 2020–May 2023	Human capital management as CAO
Target Corporation	EVP & Chief Financial Officer	Sep 2015–Nov 2019	Large strategic transactions experience
Express Scripts Holding Co.	EVP & Chief Financial Officer	2014–2015	Corporate finance leadership
Walmart International	CFO	2010–2014	Global operations finance
GameStop	Chief Financial Officer	Earlier career (date not specified)	Corporate finance

External Roles

Organization	Role	Tenure	Committees/Impact
PPG Industries, Inc.	Director	Not disclosed (current as of 2025 proxy)	Not disclosed

Board Governance

Committee assignments: Chair, NCGPP; Member, Audit. The Board deemed her independent under NYSE rules. She qualifies as an “audit committee financial expert.”
Attendance and engagement: Board held nine meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served. Audit Committee met nine times in 2024; NCGPP met six times.
Executive sessions: Directors met in executive session at every regularly scheduled meeting in 2024; all standing committees also generally met in executive session.
CEO search: Member of the Board’s CEO Search Working Group (with Oesterle, Rusckowski, Wilkes) formed February 3, 2025 to lead the permanent CEO search.

Committee	Role	2024 Meetings	Selected Responsibilities
Audit	Member; Audit Committee financial expert	9	Financial reporting integrity; ICFR; disclosure controls; auditor oversight; cybersecurity incident oversight; financing and transaction approvals
NCGPP	Chair	6	Director nominations; independence determinations; Board/committee composition; CEO/Chair/LID evaluation processes; Board effectiveness reviews; overboarding compliance; related‑party transaction review/approval

Fixed Compensation

Component (Directors)	2024 Program Terms	2025 Program Changes	Cathy Smith 2024 Actual ($)
Annual Board cash retainer	$100,000	$120,000; meeting fees eliminated	$145,000 (includes meeting fees and NCGPP chair retainer)
Committee meeting fees	$2,000 per meeting	Eliminated	Included in “Fees Earned”
NCGPP Chair retainer	$15,000	$20,000	Included in “Fees Earned”

Director deferred compensation plan allows deferral of all or any portion of cash payments until Board service ends.

Performance Compensation

Equity Component	2024 Grant Mechanics	Cathy Smith 2024 Detail
Annual equity grant (fully vested shares)	$215,000 grant value; 100% in fully vested Baxter shares at 2024 annual meeting; six‑month forfeiture if Board service ceases (except death, disability, qualifying retirement); optional deferral until service ends	$214,986 grant-date fair value; 5,952 fully vested shares in May 2024
Options (legacy)	No new option grants to directors in 2024; outstanding options noted are fully vested	17,868 stock options outstanding, fully vested as of Dec 31, 2024

No director performance metrics (RSUs/PSUs) apply to the annual director equity grant; it is fully vested common stock at grant.

Other Directorships & Interlocks

Company	Relationship to Baxter	Potential Conflict/Interlock
PPG Industries, Inc.	Unrelated sector; not disclosed as supplier/customer in proxy	No related‑party transactions disclosed; NCGPP reviews/approves related‑party transactions ≥$120,000 (threshold raised in 2024)

Overboarding policy: Full‑time employed directors limited to two public company boards inclusive of Baxter; all directors were in compliance as of March 13, 2025 (except Interim CEO Shafer, who received a waiver). Smith is full‑time CFO at Starbucks and serves on Baxter and PPG, consistent with policy.

Expertise & Qualifications

Financial expertise: Senior CFO roles at Starbucks, Nordstrom, Bright Health, Target, Express Scripts, Walmart; qualifies as audit committee financial expert.
Cybersecurity and transactions: Experience overseeing cybersecurity incident response and large strategic transactions; human capital management as Bright Health CAO.

Equity Ownership

Holder	Beneficial Shares	Exercisable Options	Ownership % of Outstanding
Cathy R. Smith	23,048	17,868	~0.0045% (23,048 / 512,924,066)

None of the holdings by any director or executive officer represent more than 1% of Baxter’s outstanding common stock.
Directors may defer receipt of fully vested stock awards; directors are prohibited from hedging, short sales, options/derivatives and pledging Baxter securities.

Governance Assessment

Strengths: Independent director; Audit financial expert; Chair of NCGPP overseeing director nominations, independence, Board effectiveness and related‑party reviews; active on CEO Search Working Group during leadership transition; consistent executive sessions at Board and committee level. These factors support robust oversight of strategy, risk and succession.
Alignment: Director pay blends cash retainer and fully vested equity; 2024 mix for Smith was $145k cash and $214,986 equity, indicating majority equity alignment; director stock ownership guideline requires 5× annual cash retainer after five years, and all directors with ≥5 years were in compliance as of Dec 31, 2024; anti‑hedging/pledging policy strengthens alignment.
Attendance/engagement: Board met nine times and each director attended ≥75% of applicable meetings; Audit met nine times; NCGPP met six—indicating active cadence and committee work.
Conflicts/overboarding: Full‑time employed directors limited to two boards inclusive of Baxter; Smith’s service on Baxter and PPG complies; no related‑party transactions involving her are disclosed; NCGPP reviews and approves related‑party transactions above $120,000.
Watch‑items: Multiple concurrent responsibilities (Starbucks CFO + two boards) elevate time‑commitment risk, mitigated by Baxter’s overboarding limits and NCGPP’s annual time‑commitment review; elimination of director meeting fees in 2025 and increased chair retainers align program with market practice without weakening at‑risk alignment.