Patricia Morrison

About Patricia B. Morrison

Patricia B. Morrison is an independent director of Baxter International Inc., age 65, serving on the board since 2019. She serves on the Audit Committee, the Nominating, Corporate Governance and Public Policy (NCGPP) Committee, and, since February 2025, the Operating Committee. Morrison’s background includes senior CIO leadership roles and extensive expertise in IT, cybersecurity, digital transformation, acquisition integration, and human capital management, including EVP & CIO at Cardinal Health (2009–2018), CEO of Mainstay Partners (2008–2009), CIO at Motorola and Office Depot, and senior IT roles at GE, PepsiCo, P&G, and Quaker Oats .

Past Roles

Organization	Role	Tenure	Committees/Impact
Cardinal Health, Inc.	EVP, Customer Support Services & Chief Information Officer	2009–2018	Led global IT operations; transformed segments; acquisition integration; digital strategy
Mainstay Partners	Chief Executive Officer	2008–2009	Technology advisory leadership
Motorola, Inc.	Chief Information Officer	Prior to 2008	Enterprise IT leadership
Office Depot, Inc.	Chief Information Officer	Prior to 2008	Enterprise IT leadership
General Electric; PepsiCo; Procter & Gamble; Quaker Oats	Senior-level IT positions	Prior to 2008	Broad IT operations and leadership experience

External Roles

Organization	Role	2024 Status	2025 Status
Splunk Inc.	Director	Current (as disclosed)	Former (previously served)
Aramark Corporation	Director	Previously served	Previously served
Virtusa Corporation	Director	Previously served	Previously served

Board Governance

Independence: The Board determined Morrison is independent under NYSE rules; Baxter’s guidelines require a majority of independent directors .
Executive sessions: Directors met in executive session without management at every regularly scheduled meeting in 2023; led by the Lead Independent Director .
Attendance: In 2023 the Board met 10 times; each director attended at least 75% of Board and applicable committee meetings; all directors attended the annual meeting .

Committee Memberships

Committee	2023	2024	2025
Audit	Member	Member	Member
NCGPP	Member	Member	Member
Operating	—	—	Member (committee formed Feb 2025)

Committee Activity Levels (context)

Committee	2023 Meetings	2024 Meetings
Audit	8	—
Quality & Regulatory Compliance (QRC)	5	5

Fixed Compensation

Metric	2023	2024
Fees Earned or Paid in Cash ($)	$130,000	$130,000
Stock Awards ($)	$214,977	$214,986
All Other Compensation ($)	$20,000 (foundation match)	$4,496 (dividend equivalent units on deferred RSUs)
Total ($)	$364,977	$349,482

Director Cash Compensation Policy (program terms)

Cash Component	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 committee dissolution/extension trigger)
CEO Search Working Group Chair Stipend	N/A	$10,000 (paid upon permanent CEO appointment)

Performance Compensation

Element	2023	2024
Annual Director Equity Grant Value ($)	$215,000	$215,000
Equity Vehicle	Fully vested Baxter shares	Fully vested Baxter shares
Number of Shares Granted	—	5,952 shares (granted May 2024)
Stock Options for Directors	Eliminated beginning in 2023	Not used (0 options outstanding for Morrison as of 12/31/24)
Forfeiture Period	6 months if service ends (exceptions apply)	6 months if service ends (exceptions apply)

No performance metrics are tied to non‑employee director equity; grants are fully vested common shares aligned with shareholder interests .

Other Directorships & Interlocks

CHC Committee interlocks: None in 2023 or 2024; no Item 404 related‑party relationships among CHC members; Morrison is not a CHC member .
Compensation consultant: Aon advised CHC and reviewed non‑employee director compensation; CHC determined no consultant conflicts; fees in 2024 were ~$315k (compensation advice), ~$1.5m (risk advisory), and ~$506k (Hillrom plan OCIO), with oversight by the Audit Committee’s Investment Committee .

Expertise & Qualifications

Significant experience in information technology and cybersecurity across global healthcare and diversified industries; meaningful human capital management experience .
Baxter highlights Morrison’s skills in IT/cybersecurity and HCM; she is positioned to contribute to audit oversight (including cybersecurity disclosure controls) and governance .

Equity Ownership

Metric	Feb 29, 2024	Feb 27, 2025
Common Shares Beneficially Owned	15,311	15,758
Shares Under Exercisable Options	0	0
Ownership as % of Shares Outstanding	<1%; 508,000,000 shares outstanding as of Mar 7, 2024	<1% (none exceed 1%)

Baxter policy prohibits directors from hedging or pledging Baxter stock; option transactions are disallowed .
Director stock ownership guideline: after five years of service, each director is expected to hold at least 5× the annual cash Board retainer; all directors with 5+ years were in compliance as of December 31, 2024 .

Governance Assessment

Independence and Committee Engagement: Morrison is an independent director with active roles on Audit and NCGPP, adding risk oversight (internal controls, disclosure controls, audit pre‑approval) and governance expertise; she also serves on the Operating Committee formed in 2025 to tighten operating execution .
Attendance and Board Processes: Board met 10 times in 2023; all directors met the ≥75% attendance threshold; executive sessions held at every regular meeting—robust independent oversight .
Alignment and Pay Structure: Director compensation emphasizes equity via fully vested shares; option use eliminated in 2023; program adjustments (retainer increase; removal of meeting fees; modest chair retainer increases) align to market practice per independent consultant .
Ownership and Trading Restrictions: Morrison’s holdings are modest (<1%) but subject to stringent anti‑hedging/anti‑pledging policy and 5× retainer ownership guideline (compliance met for 5+ year directors) .
Conflicts and Red Flags: No CHC interlocks or Item 404 related‑party relationships disclosed; plan features prohibit option repricing, single‑trigger vesting, and tax gross‑ups; clawbacks extend to time‑based awards—no governance red flags identified related to Morrison .