Stephen Oesterle

About Stephen N. Oesterle, M.D.

Independent director since 2017 (age 74), Dr. Oesterle is a healthcare industry consultant and former Senior Vice President, Medicine and Technology at Medtronic, bringing deep medical products expertise, a strong scientific/medical background, and experience advising on strategic transactions; he is affirmed independent under NYSE standards and currently serves on Baxter’s Nominating, Corporate Governance and Public Policy (NCGPP) Committee and chairs the Quality and Regulatory Compliance (QRC) Committee . He is also part of the Board’s CEO Search Working Group formed in February 2025, evidencing active engagement during leadership transition .

Past Roles

Organization	Role	Tenure	Committees/Impact
Medtronic plc	Senior Vice President, Medicine & Technology; Executive Committee member	2002–2015	Led medicine/technology agenda in global medtech; strategic transactions oversight
Massachusetts General Hospital	Associate Professor of Medicine; Director of Invasive Cardiology Services	1998–2002	Clinical and academic leadership in invasive cardiology
Stanford University Medical Center	Associate Professor of Medicine; Director of Invasive Cardiology Services	1992–1998	Program leadership; advanced clinical research
Georgetown University Medical Center	Associate Professor of Medicine; Director of Invasive Cardiology Services	1991–1992	Clinical program leadership
Healthcare Industry Consultant	Advisor to private equity and operating companies	Current	Strategic guidance across healthcare investments/operators

External Roles

Organization	Role	Tenure	Committees/Impact
Paragon 28	Director	Current	Orthopedic medtech; industry connectivity
Peijia Medical Ltd.	Director	Current	Cardiovascular medtech; international perspective
Sigilon Therapeutics, Montes Archimedes Acquisition Corp., REVA Medical	Former Director	Prior	Broadened biotech/medtech governance experience

Board Governance

Committees and leadership:
- QRC Committee: Chair; oversight of product quality, regulatory compliance, and related R&D aspects; met 5 times in 2024 .
- NCGPP Committee: Member; director nominations, governance, related person transactions approval; met 6 times in 2024 .
- CEO Search Working Group: Member (with Cathy Smith, Stephen Rusckowski, David Wilkes) for permanent CEO search; formed Feb 3, 2025 .
Independence and attendance: Board determined Dr. Oesterle is independent; Board held 9 meetings in 2024; each director attended ≥75% of Board/committee meetings and all directors participated in the 2024 annual meeting .
Executive sessions: Independent directors held executive sessions at each regularly scheduled Board meeting in 2024 .
Cyber and innovation oversight shifted to full Board in Feb 2024 to align with new operating model, with significant incident oversight at Audit Committee; QRC retains quality/regulatory oversight .

Fixed Compensation

Component (2024)	Amount (USD)	Notes
Fees Earned or Paid in Cash	$137,000	Comprised of $100,000 Board retainer, QRC Chair retainer $15,000, and $2,000 per committee meeting (QRC 5; NCGPP 6)
All Other Compensation	$20,000	Baxter Foundation matching gifts on qualifying donations
Total Cash/Other	$157,000	Sum of cash fees and other compensation

Program changes effective 2025 (context): Annual Board retainer increased to $120,000; committee meeting fees eliminated; QRC and NCGPP Chair retainers increased to $20,000; Audit Chair $25,000; CHC Chair $20,000; Lead Independent Director $50,000 .

Performance Compensation

Equity Element (2024)	Grant Detail	Vesting/Terms	Value (USD)
Annual Director Equity Grant	Fully vested Baxter shares; 5,952 shares granted (May 2024)	Fully vested at grant; six‑month forfeiture if Board service ends (except death/disability/qualified retirement); optional deferral under director deferred compensation plan	$214,986 grant date fair value
Stock Options (Outstanding as of 12/31/2024)	Fully vested options from prior grants	Not part of 2024 director grant program	1,060 options outstanding

Performance metrics linkage: Director equity is not conditioned on performance goals; grants are fully vested shares intended to align interests with shareholders (no PSUs/options granted to directors in 2024) .

Other Directorships & Interlocks

Company	Relationship to Baxter	Potential Interlock/Conflict Consideration
Paragon 28	External director	No related‑person transactions disclosed with Baxter; NCGPP oversees/approves any related person transactions ≥$120,000 (threshold raised from $50,000 in 2024)
Peijia Medical Ltd.	External director	Same as above; Board reviews independence and related relationships annually

Overboarding policy: Non‑employee directors may serve on ≤4 public boards including Baxter; compliance is reviewed annually and changes require NCGPP approval; as of March 13, 2025, all directors (except an approved waiver for Interim CEO) complied . Dr. Oesterle’s current public board count aligns with policy (Baxter + Paragon 28 + Peijia) .

Expertise & Qualifications

Significant medical products and healthcare industry experience; strong scientific/medical background; extensive leadership at Medtronic and leading academic medical centers; strategic transaction experience .
Skills matrix flags quality/regulatory, manufacturing/R&D, healthcare delivery, M&A/transactional, and international experience contributions to Board oversight .

Equity Ownership

Holder	Shares of Common Stock	Exercisable Options	Ownership % of Outstanding	Hedging/Pledging
Stephen N. Oesterle, M.D. (as of Feb 27, 2025)	28,522	1,060	<1% (none of directors/officers exceed 1%)	Prohibited by Baxter’s Securities Trading Policy (no hedging or pledging by directors)

Director stock ownership guidelines: After 5 years of Board service, directors are expected to hold Baxter common stock equal to 5x the annual cash Board retainer; as of Dec 31, 2024 all directors with ≥5 years met guidelines (Dr. Oesterle joined in 2017) .

Governance Assessment

Strengths: Independent director with deep domain expertise; chairs QRC providing critical oversight of product quality/regulatory compliance; participates in CEO Search Working Group; strong attendance and engagement; equity alignment and compliance with robust stock ownership guidelines; hedging/pledging prohibited .
Compensation alignment: Director pay balanced between fixed cash (retainer/chair fees) and fully vested equity; 2025 program updates align with market practice; no performance-conditioned director awards, reinforcing governance simplicity and independence .
Conflicts/related-party exposure: No related person transactions disclosed; NCGPP actively oversees/approves any such transactions; annual independence determinations affirm no material relationships impairing independence .
Risk indicators: Mandatory retirement age is 75, implying forthcoming refresh considerations given Dr. Oesterle’s age 74; broader company TSR underperformance over 3- and 5-year periods contextualizes emphasis on quality/regulatory oversight and strategic transformation, but not specific to director actions .