David Wilkes

About David S. Wilkes, M.D.

David S. Wilkes, M.D., age 68, is an independent director of Baxter International Inc. who has served on the Board since 2021; he sits on the Nominating, Corporate Governance and Public Policy (NCGPP) Committee and the Quality and Regulatory Compliance (QRC) Committee and is a member of the CEO Search Working Group formed in February 2025 . Dr. Wilkes is Dean Emeritus of the University of Virginia School of Medicine (Dean 2015–2021), previously held senior research and professorship roles at Indiana University School of Medicine (2009–2015), co‑founded ImmuneWorks Inc. and has served as its Chief Scientific Officer since 2005; he also serves as National Director of the Harold Amos Medical Faculty Development Program and was elected to the National Academy of Medicine in 2020; he is a U.S. Air Force Medical Corps veteran (major) . The Board has determined he is independent under NYSE rules, and each director (including Dr. Wilkes) attended at least 75% of Board and committee meetings in 2024, with all directors participating in the 2024 annual meeting .

Past Roles

Organization	Role	Tenure	Committees/Impact
University of Virginia School of Medicine	Dean; now Dean Emeritus	2015–2021	Led a large medical school; governance and leadership credentials cited by Baxter
Indiana University School of Medicine	Executive Associate Director for Research Affairs; August M. Watanabe Professor of Medical Research	2009–2015	Senior research leadership; deep scientific oversight experience
U.S. Air Force Medical Corps	Major	~3 years	Military service and discipline; leadership background

External Roles

Organization	Role	Tenure	Committees/Impact
ImmuneWorks Inc.	Co‑founder; Chief Scientific Officer	Since 2005	Biotechnology start‑up; scientific leadership and commercialization insight
Harold Amos Medical Faculty Development Program (Robert Wood Johnson Foundation)	National Director	Since 2006	Expands underrepresented minority physician‑scientists; national program oversight
Syneos Health	Director (prior to acquisition by private equity)	Prior service; no current role	Public company board experience; now private

Board Governance

Committee	Dr. Wilkes Role	Chair	Meetings in 2024	Oversight Focus
Nominating, Corporate Governance and Public Policy (NCGPP)	Member	Cathy R. Smith	6	Director nominations; independence; Board/committee evaluations; related‑party transactions; CEO succession; governance guidelines
Quality and Regulatory Compliance (QRC)	Member	Stephen N. Oesterle, M.D.	5	Product quality/safety; regulatory compliance; sustainability/ESG oversight
CEO Search Working Group	Member	N/A (working group)	Formed Feb 2025	Leads permanent CEO search; reports to Board; coordinates with NCGPP and search firm

Independence: The Board determined Dr. Wilkes is independent under NYSE standards for 2025 election slate .
Attendance: Each director attended at least 75% of Board and relevant committee meetings in 2024; all directors attended the 2024 annual meeting .
Executive sessions: Committees generally met in executive session at each regularly scheduled meeting in 2024 .
Governance policies: NCGPP reviews and approves or ratifies related person transactions; threshold increased to $120,000 in 2024, consistent with peers . Corporate Governance Guidelines most recently revised November 2024; NCGPP annually evaluates director time commitments and ensures overboarding compliance .

Fixed Compensation

Cash Program Element	2024	2025
Annual Cash Retainer	$100,000	$120,000
Committee Meeting Fee (per meeting)	$2,000	$0 (eliminated)
Lead Independent Director Retainer	$50,000	$50,000
Audit Committee Chair Retainer	$25,000	$25,000
CHC Committee Chair Retainer	$20,000	$20,000
QRC Committee Chair Retainer	$15,000	$20,000
NCGPP Committee Chair Retainer	$15,000	$20,000
Operating Committee Chair Stipend	N/A	$20,000 (paid upon specified events)
CEO Search Working Group Chair Stipend	N/A	$10,000 (paid upon permanent CEO appointment)

David S. Wilkes—Non‑Employee Director Compensation	2023	2024
Fees Earned or Paid in Cash ($)	$124,000	$122,000
Stock Awards ($)	$214,977	$214,986
All Other Compensation ($)	$18,020	$34,535 (includes $20,000 Foundation matching gifts; $14,535 dividend equivalent unit payments on deferred RSUs)
Total ($)	$356,997	$371,521

Deferred compensation: Non‑employee directors may defer cash payments and/or fully vested stock awards until Board service ends, with investment options aligned to Baxter’s 401(k) plan subset .
Matching gifts: Baxter International Foundation matches eligible director charitable donations up to $20,000 per calendar year; Dr. Wilkes received $20,000 in 2024 .
2024 annual equity grant: Value $215,000, granted as 5,952 fully vested Baxter shares in May 2024; subject to six‑month forfeiture if Board service ends (except death/disability/qualifying retirement) .

Performance Compensation

Performance‑Linked Components (Directors)	2023	2024
PSUs / Performance Cash / Options with performance	None disclosed (director grants are fully vested shares)	None disclosed (director grants are fully vested shares)

Director equity grants are not subject to performance metrics; 2024 grants were fully vested shares with forfeiture provisions, and directors are prohibited from hedging and option transactions in Baxter stock .

Other Directorships & Interlocks

Company	Role	Current/Prior	Notes
Syneos Health	Director	Prior	Service prior to Syneos Health’s acquisition by private equity; no current Baxter committee interlocks disclosed

CHC Committee interlocks: None of the directors serving on Baxter’s CHC Committee in 2024 had relationships requiring disclosure under Item 404 of Regulation S‑K; no insider participation .

Expertise & Qualifications

Significant scientific and medical experience; leadership of large, complex organizations; biotechnology founding and advisory experience (ImmuneWorks) .
National leadership in medical faculty development; elected to National Academy of Medicine (2020) .
Board skills matrix highlights quality/regulatory and manufacturing/R&D expertise among the Board’s competencies, aligning with QRC oversight .

Equity Ownership

Holder	Shares of Common Stock	Shares Under Exercisable Options
David S. Wilkes, M.D.	2,832	0

Ownership context: None of the holdings of directors and executive officers (individually or as a group) represent more than 1% of Baxter’s outstanding common stock as of the referenced date; directors may defer receipt of annual share grants, which are therefore not reflected in reported beneficial ownership if deferred .
Director ownership guidelines: After five years of Board service, each director is expected to hold common stock equal to five times the annual cash Board retainer; all directors with ≥5 years of service were compliant as of December 31, 2024 (Dr. Wilkes joined in 2021) .
Trading policies: Directors are prohibited from hedging, short‑term trading, option transactions, and pledging Baxter securities .
Section 16 compliance: Baxter believes all required ownership change reports for directors and executive officers were filed timely for 2024 .

Governance Assessment

Committee impact: Membership on NCGPP and QRC positions Dr. Wilkes at the center of director nominations/independence, governance policy, Board/committee effectiveness review, related‑party oversight, and product quality/regulatory compliance—key risk areas for Baxter’s investor confidence .
Engagement and succession: Appointment to the CEO Search Working Group signals high engagement and Board trust in his judgment during a critical leadership transition; the group coordinates with NCGPP and an external search firm and reports regularly to the full Board .
Independence and conflicts: The Board has affirmatively determined Dr. Wilkes is independent; NCGPP reviews and approves or ratifies related‑party transactions, and no related‑party transactions involving him are disclosed—his ImmuneWorks affiliation is noted, but no Baxter transactions with related persons are reported .
Compensation alignment: Director pay balances cash retainers and fully vested equity; 2025 changes (higher base retainer, elimination of meeting fees, increased chair retainers) align with market practice per independent consultant recommendations, improving predictability and simplifying incentives; Dr. Wilkes’ 2024 mix was $122k cash and $214,986 equity plus $34,535 other (matching gift + DEUs) .
Ownership alignment: Directors have rigorous ownership guidelines (5x retainer after five years), with prohibitions on hedging and pledging; Dr. Wilkes beneficially owned 2,832 shares and had no options outstanding as of the stated dates .
RED FLAGS: None disclosed—no pledging permitted, hedging banned, no related‑party transactions reported, Section 16 filings timely; note that the stockholder proposal section references broader shareholder concerns on stock performance and prior say‑on‑pay opposition levels (e.g., “executive pay was rejected by 22% of shares in 2023”), which reflect overall governance scrutiny rather than director‑specific issues .