Jeanne Mason

About Jeanne Mason

Jeanne K. Mason, Ph.D., age 69, serves as Executive Vice President and Chief Human Resources Officer at Baxter and has held this role since 2006; she joined Baxter from GE Insurance Solutions and previously held leadership roles at GE Information Services and GE Capital Real Estate after beginning her GE career in 1988, with earlier service at the U.S. General Accounting Office . Baxter’s recent operating results that inform incentive outcomes: in 2024 Adjusted Net Sales grew 1% company-wide (Medical Products & Therapies +6%, Pharmaceuticals +8%, Kidney Care +4%), Adjusted EPS decreased 4%, and Adjusted Free Cash Flow decreased 53%; the 2022–2024 PSU cycle paid 0% as ROIC (6.5%), Net Sales CAGR (2.6%), and Relative TSR (6.3rd percentile) were below threshold; Say-on-Pay support at the 2024 meeting was ~80% for 2023 compensation . Baxter completed the sale of its Kidney Care business on January 31, 2025 for approximately $3.4 billion of net, after-tax proceeds as part of a multi-year transformation .

Past Roles

Organization	Role	Years	Strategic Impact
Baxter International	EVP & Chief Human Resources Officer	Since 2006	Global HR leadership through major portfolio separations and operating model transformation .
GE Insurance Solutions	Led global HR functions	—	Oversaw global HR at a primary insurance and reinsurance business prior to joining Baxter .
GE Information Services; GE Capital Real Estate	Leadership roles	Joined 1988	International leadership roles in Europe across information services and real estate finance .
U.S. General Accounting Office	Analyst (role not specified)	—	Public-sector analytical experience preceding GE career .

External Roles

Organization	Role	Years
Family Service of Lake County	Board of Directors	—
National Association of African Americans in Human Resources (Chicago Chapter)	Executive Advisory Council	—

Fixed Compensation

Mason is not listed among Baxter’s 2024 Named Executive Officers (NEOs) in the proxy, and her individual base salary and bonus are not disclosed; 2024 NEOs were Almeida (CEO), Grade (CFO), Knight (COO/Interim MPT President), Sonig (Group President, Pharmaceuticals), and Toth (Former Group President, Kidney Care) .
Stock ownership guidelines for executive officers: CEO 6x salary; other executive officers 4x salary, to be achieved within five years; Baxter states executives who remained in role were in compliance or on track as of year-end 2024/2023 .
Anti-hedging/anti-pledging: directors, officers and employees are prohibited from pledging Baxter securities, short selling, margin purchases, and derivatives on Baxter stock; pre-clearance required for certain insiders .

Performance Compensation

Annual Incentive Plan (AIP) – 2024 design and results

Metric	Weight	FY2024 Result (plan basis)	Funding vs Target
Adjusted Net Sales (Company-wide for CEO/CFO; segment-based for certain roles)	50%	Company-wide +1%; MPT +6%; Pharma +8%; Kidney Care +4%	122% company-wide; 115% MPT; 149% Pharma; 183% Kidney Care
Adjusted EPS (Company-wide)	25%	-4% YoY	86%
Adjusted Free Cash Flow (Company-wide)	25%	-53% YoY	53%

2025 change: Free Cash Flow performance curve reverted to prior design (80% at threshold, 120% at max); EPS and Net Sales curves unchanged .

Long-Term Incentives (LTI) – structure and 2024 grants

Award Type	Who received in 2024	Metric(s)	Performance Period	Vesting / Payout
RSUs	All NEOs; for 2024, NEOs other than CEO/CFO received only RSUs; executives generally participate	Time-based	—	Vest ratably over 3 years from grant date
PSUs (Relative TSR vs S&P 500 Healthcare Equipment & Services)	CEO and CFO only in 2024	Relative TSR	2024–2026	0–200% payout; 80th percentile = 200%; 50th = 100%; 35th = 50%; capped at 100% if absolute TSR negative
PSUs (legacy 2022–2024 cycle)	Certain executives (prior design)	ROIC; Net Sales CAGR; Relative TSR (each 33⅓%)	2022–2024	Certified results: ROIC 6.5% (below threshold); Net Sales CAGR 2.6% (below threshold); Relative TSR 6.3rd percentile (below threshold) → 0% payout

2024 program actions and context

Each NEO received an annual equity grant in March 2024; off-cycle LTI grants were not made to NEOs in 2024 .
Company emphasized pay-for-performance and disclosed that CEO realizable pay across 2022–2024 was ~42% of target and Summary Compensation Table amounts, consistent with weaker performance outcomes; Say-on-Pay support in 2024 meeting was ~80% .

Equity Ownership & Alignment

Policy / Item	Details
Stock ownership guidelines	CEO: 6x salary; Other executive officers (including CHROs generally): 4x salary; five-year compliance window; unvested PSUs and stock options do not count .
Compliance status	As of December 31, 2024, NEOs in office had met or were on track to meet ownership guidelines within prescribed time frames .
No-hedging/no-pledging	Prohibits pledging Baxter securities, margin purchases, short sales, and derivatives on Baxter stock; pre-clearance required for certain insiders .
Clawbacks	Mandatory Dodd-Frank clawback for executive officers; broader Compensation Recoupment Policy for all employees and for restrictive covenant violations; no recoveries disclosed for 2024 .
Hold-until-retirement proposal	Board opposed a stockholder proposal to require NEOs to retain significant stock until retirement, citing existing ownership guidelines and flexibility; similar proposals failed in 2023 and 2024 .

Note: Baxter’s “Security Ownership by Directors and Executive Officers” table itemizes NEOs and directors; Mason was not a 2024 NEO and is not individually listed; therefore, her specific beneficial ownership is not disclosed in the proxies reviewed .

Employment Terms

Topic	Key Terms
Executive Severance Plan (ESP)	Covers all U.S.-based executives, presidents and vice presidents; upon qualifying involuntary termination (other than death, disability, or cause): cash equal to 1.5x base salary + target annual incentive; prorated annual incentive (if termination on/after Feb 1, based on actual company performance and target individual performance); lump sum equivalent to 18 months of employer benefits costs; outplacement up to $35,000; subject to release; clawback if later determined terminable for cause or restrictive covenant violations within 12 months .
Cash severance cap policy	Since Feb 2023, cash severance for NEOs capped at 2.99x base salary + target bonus unless stockholders approve otherwise .
Change-in-Control (CIC) agreements (NEO terms)	Upon qualifying termination within two years following a CIC: CEO 2x salary + target bonus; other NEOs generally 1.5x salary + target bonus; prorated annual incentive; continued health and welfare coverage (CEO two years; others ~18 months); outplacement; no excise-tax gross-ups; potential 280G cutback; non-compete/non-solicit (generally 18 months for non-CEO) and release required .
Equity treatment under CIC	Double-trigger vesting: unvested options/RSUs/PSUs vest upon qualifying termination within 24 months post-CIC; if awards are not assumed by acquirer, vest at closing; PSUs vest at target on double-trigger; consistent with plan language and prior disclosures .

Investment Implications

Pay-for-performance linkage appears strong: 2022–2024 PSUs paid 0%, CEO realizable pay ~42% of target over 2022–2024, and AIP funding aligned to mixed 2024 results (Net Sales +1% company-wide; EPS and FCF down), supporting discipline on variable pay .
Alignment and trading practices: robust ownership guidelines (4x salary for executive officers) and strict prohibitions on pledging/derivatives mitigate misalignment and leverage risk; absence of a mandatory hold-until-retirement policy suggests executives may sell above guideline levels, which can create episodic selling pressure around vest dates .
Retention risk profile: ESP provides 1.5x salary+bonus and benefits, and CIC agreements provide double-trigger protection without tax gross-ups, supporting retention through strategic transitions (e.g., Kidney Care sale in 2025) while maintaining shareholder-friendly features (2.99x cap, no gross-ups) .
Governance and sentiment: Say-on-Pay support at ~80% and ongoing shareholder engagement indicate moderate investor acceptance with room for improvement as Baxter executes on its post-separation strategy .