Jeffrey Craig

About Jeffrey A. Craig

Independent director of Baxter International Inc.; age 64; joined the Board in September 2024 and was appointed Audit Committee chair effective December 31, 2024 . Former CEO and CFO of Meritor, with prior leadership roles at GMAC and earlier career as an audit partner at Deloitte; identified by Baxter’s Board as an audit committee financial expert, underscoring deep financial and risk oversight credentials . The Board affirmatively determined he is independent under NYSE standards; 2024 Board met nine times, with directors (including new appointees) meeting the expectation of at least 75% attendance and holding executive sessions at each regularly scheduled meeting to strengthen independent oversight .

Past Roles

Organization	Role	Tenure	Committees/Impact
Meritor, Inc.	Chief Executive Officer and President	2015–2021	Led global supplier through operational and risk management oversight; significant financial and human capital emphasis
Meritor, Inc.	President & Chief Operating Officer	2014–2015	Oversaw Commercial Truck & Industrial and Aftermarket & Trailer segments
Meritor, Inc.	SVP & President, Commercial Truck & Industrial segment	2013–2014	Segment leadership and operational execution
Meritor, Inc.	SVP & Chief Financial Officer	2009–2013	Financial strategy, controls, capital allocation; audit-facing leadership
GMAC	CEO, Commercial Finance; CEO, Business Credit	Various	Credit risk, financing operations leadership across business units
Deloitte & Touche	Audit Partner	Early career	External audit leadership; accounting and controls expertise

External Roles

Organization	Role	Tenure	Committees/Impact
Arcosa, Inc.	Director	Not disclosed	Board-level oversight; no Baxter interlocks disclosed
Hyliion Holdings Corp.	Director	Not disclosed	Board-level oversight; no Baxter interlocks disclosed

Board Governance

Committee assignments: Audit Committee chair; committee composed entirely of independent directors, with Mr. Craig and Ms. Smith designated as “audit committee financial experts” by the Board .
Independence and attendance: Board determined Mr. Craig is independent; in 2024 the Board held nine meetings and directors attended at least 75% of Board and relevant committee meetings; executive sessions of independent directors were held at every regularly scheduled meeting .
Overboarding controls: Baxter limits outside boards to four for non-employee directors; directors must notify before joining outside boards/committees; as of March 13, 2025, directors complied with the policy, supporting engagement capacity; Mr. Craig’s three boards (Baxter, Arcosa, Hyliion) fit within limits .
Orientation and continuing education: Structured director orientation and ongoing education overseen by NCGPP; training in 2024 covered fiduciary duties, cybersecurity, AI, operations, and corporate responsibility .

Fixed Compensation

Program structure (non-employee directors): 2024 annual cash retainer $100,000 and $2,000 per committee meeting; effective 2025, retainer increased to $120,000 and meeting fees eliminated; Audit Committee chair retainer $25,000 (unchanged); other chair fees set at market-aligned levels .
2024 actual (Jeffrey A. Craig): Cash fees $37,333 (prorated); total $173,540 with equity included .

Component	2024 (Actual)	2025 (Program Rates)
Annual Board Cash Retainer	$37,333 (prorated for service starting Sep 9, 2024)	$120,000
Committee Meeting Fees	Included in 2024 structure ($2,000/meeting; prorated in actual)	$0 (eliminated)
Audit Committee Chair Retainer	Included in 2024 committee structure (chair retainer $25,000)	$25,000

Performance Compensation

Structure: Directors receive fully vested Baxter shares annually; 2024 grant value $215,000 for standard awards; Mr. Craig received 3,472 fully vested shares upon appointment for prorated service; equity awards subject to six‑month forfeiture if service ends (other than death/disability/qualifying retirement) .
Metrics: No performance metrics apply to director equity (grants are fully vested shares; PSUs are not part of director compensation) .

Equity Element	Grant Date	Shares	Grant-Date Fair Value	Vesting / Forfeiture
Annual/Prorated Stock Award (Director)	Sep 2024 (appointment)	3,472	$136,207	Fully vested; six‑month forfeiture if service terminates (with specified exceptions)

Other Directorships & Interlocks

Company	Nature of Relationship to Baxter	Interlock/Conflict Status
Arcosa, Inc.	Industrial products company; no disclosed Baxter relationship	No related-party transactions or compensation committee interlocks disclosed
Hyliion Holdings Corp.	Transportation electrification technology; no disclosed Baxter relationship	No related-party transactions or compensation committee interlocks disclosed

Related person transactions: NCGPP reviews/approves any transactions ≥$120,000; no director-related transactions disclosed for Mr. Craig; policy threshold raised from $50,000 to $120,000 in 2024 consistent with peers .
Compensation committee interlocks: None involving Baxter’s CHC Committee members; no insider participation; supports independence of pay oversight .

Expertise & Qualifications

Designated audit committee financial expert; extensive CFO/CEO experience; risk management, international operations, and transactional expertise .
Human capital and operational leadership from Meritor and GMAC; early-career audit rigor from Deloitte .

Equity Ownership

Beneficial ownership: 3,472 common shares; 0 options exercisable; individual holdings <1% of outstanding shares; directors may defer stock/cash under the deferred compensation plan .
Stock ownership guidelines: After five years of service, directors are expected to hold Baxter stock equal to 5× annual Board cash retainer; as of Dec 31, 2024, all directors with ≥5 years met guidelines (Mr. Craig is early in tenure) .
Hedging/pledging: Prohibited for directors under Baxter’s Securities Trading Policy; aligns with investor expectations on risk mitigation .

Holder	Shares	Exercisable Options	% of Outstanding
Jeffrey A. Craig	3,472	0	<1% (none of directors/officers exceed 1%)

Governance Assessment

Strengths: Independent audit chair with financial expert designation; strong financial controls literacy and audit experience; compliance with Baxter’s overboarding and trading policies; director equity and ownership guidelines enhance alignment .
Engagement: Board conducted annual self-assessment and refreshed committee charters; robust orientation and continuing education; executive sessions at every regular meeting bolster independent oversight .
Compensation alignment: Shift to higher fixed retainer and removal of meeting fees in 2025 better matches market practice; audit chair retainer supports time commitment for financial oversight; director equity delivered in shares (no options/PSUs), simplifying alignment and avoiding complex pay constructs .
Conflicts/RED FLAGS: No related‑party transactions disclosed; no CHC interlocks; hedging/pledging bans reduce alignment risk; Mr. Craig’s external boards are within Baxter limits—no red flags identified from disclosed data .