Stephen Oesterle
BAXTER INTERNATIONALAbout 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 .