Stephen Rusckowski

About Stephen H. Rusckowski

Independent director at Baxter since 2023; age 67. Former Chair, CEO and President of Quest Diagnostics (CEO 2012–2022; Chair 2017–Mar 2023) and former CEO of Philips Healthcare; earlier roles at Hewlett-Packard and Procter & Gamble. At Baxter, he serves on the Compensation & Human Capital (CHC) and Quality & Regulatory Compliance (QRC) committees and was appointed Chair of the Board’s Operating Committee in Feb 2025. The Board has determined he is independent under NYSE standards. Core credentials cited by Baxter include significant operational leadership in healthcare, strategic planning and large-scale separation transactions/digital health build-outs .

Past Roles

Organization	Role	Tenure	Committees/Impact
Quest Diagnostics, Inc.	Chief Executive Officer and President	2012–2022	Led transformation; later Chair of the Board (2017–Mar 2023) .
Quest Diagnostics, Inc.	Chair of the Board	Jan 2017–Mar 2023	Board leadership through portfolio evolution .
Philips Healthcare (Royal Philips)	Chief Executive Officer; member, Board of Management of Royal Philips Electronics	Not disclosed	Led global health technology business .
Hewlett-Packard Company	Roles of increasing responsibility	Not disclosed	Technology and operations experience .
Procter & Gamble Company	Roles of increasing responsibility	Not disclosed	Consumer/operations experience .

External Roles

Organization	Role	Tenure	Notes
Tenet Healthcare Corporation	Director	Current	U.S. healthcare provider; industry adjacency to Baxter .
Qiagen (Supervisory Board)	Member, Supervisory Board	Current	Global molecular diagnostics company .
MedQuist, Inc.	Director	Prior	Prior public company board service .
Quest Diagnostics, Inc.	Director/Chair	Prior	Chair through Mar 2023 .

Board Governance

Area	Detail	Evidence
Independence	Board determined he meets Baxter and NYSE independence standards
Committee assignments (2024–2025)	CHC member; QRC member; Operating Committee Chair (formed Feb 2025)
Committee activity (2024)	CHC met 5x; QRC met 5x
Attendance	In 2024 the Board held 9 meetings; each director attended ≥75% of Board and committee meetings served; similar ≥75% threshold in 2023 (10 meetings)
Governance process	CHC uses Aon as independent compensation consultant; robust charters; refreshed guidelines Nov 2024

Fixed Compensation

Component	2023	2024	Notes
Fees Earned or Paid in Cash ($)	49,667	120,000	2023 prorated from Aug 21, 2023 appointment .
Stock Awards ($)	128,149	214,986	Fully vested share awards; valued under ASC 718 .
All Other Compensation ($)	20,000	20,000	Primarily matching gifts via Baxter foundation .
Total ($)	197,816	354,986	Sum of above .

Director compensation program structure and 2025 changes:

2024 structure: $100,000 annual cash retainer; $2,000 per committee meeting attended; equity awards in fully vested Baxter shares; no additional Board meeting fees .
2025 changes: annual Board retainer increased to $120,000; committee meeting fees eliminated; QRC and NCGPP chair retainers increased to $20,000; LID $50,000, Audit Chair $25,000, CHC Chair $20,000 unchanged; Operating Committee and CEO Search Working Group chairs receive stipends upon certain events .

Performance Compensation

Metric/Instrument	Applies to Non-Employee Directors?	Notes
Performance-based cash bonus	No	Director compensation is cash retainer plus equity; no performance cash .
PSUs/Performance share metrics	No	Equity grants are fully vested common shares upon grant .
Options	Generally no new grants	As of Dec 31, 2024 he had 0 options outstanding .

Non-employee director equity is granted as fully vested shares (not performance-conditioned), aligning interests without creating pay-for-performance conflicts typical of executives .

Other Directorships & Interlocks

Company	Sector	Overlap/Interlock Consideration	Governance note
Tenet Healthcare Corporation	Healthcare providers	Potential ecosystem overlap with Baxter products sold to providers (general industry adjacency)	Board independence affirmed; related-person transactions overseen by NCGPP under policy .
Qiagen	Diagnostics/molecular	Industry knowledge; not a direct Baxter competitor in core product lines	Supervisory board service disclosed; independence affirmed .

Policy controls:

Related person transactions reviewed by NCGPP; approval threshold increased to $120,000 in 2025; policy strengthened consistent with market practice .

Expertise & Qualifications

Significant operational leadership in healthcare; transformational experience including large separation transactions and digital health build-outs .
Skills matrix coverage across healthcare delivery/marketing, M&A/transactional, international, human capital, and manufacturing/R&D (Board highlights identify complementary mix; narrative attributes emphasize transformational leadership) .
Quality and regulatory oversight experience via QRC membership at Baxter .

Equity Ownership

Beneficial ownership and grants:

Beneficial ownership (as of Feb 29, 2024): 3,095 Baxter common shares; 0 shares under exercisable options in table (directors and officers as of that date) .
Director equity grants:
- May 2023: received 3,049 fully vested shares for prorated service from Aug 21, 2023 appointment to Annual Meeting .
- May 2024: standard annual grant of 5,952 fully vested shares to non-employee directors serving at that time .
Options outstanding: 0 as of Dec 31, 2024; also 0 as of Dec 31, 2023 for him per director options footnote .

Ownership alignment controls:

Stock ownership guideline: after 5 years of Board service, directors expected to hold common stock equal to 5x the annual cash Board retainer; as of Dec 31, 2023, all directors with ≥5 years’ service met guidelines .
Hedging and pledging prohibited for directors under Baxter’s securities trading policy (no short-term trading, no derivatives, no pledging) .

Governance Assessment

Strengths and signals:
- Independence affirmed; multi-committee engagement (CHC and QRC) and leadership role as Operating Committee Chair signal Board confidence during CEO transition; Operating Committee sunsets 6 months after permanent CEO appointment, mitigating entrenchment risk .
- CHC uses independent consultant (Aon) and maintains robust oversight of compensation strategy and stock ownership guidelines, reinforcing governance quality .
- Attendance thresholds met (≥75% in 2023 and 2024 across all directors), with active committee cadence (CHC 5x; QRC 5x in 2024) supporting engagement .
Potential conflict considerations (mitigated):
- External directorships at Tenet (customer ecosystem) and Qiagen (diagnostics) create industry interlocks; however, Board independence determination stands, and related-person transactions are governed by a strengthened policy and NCGPP review .
Compensation alignment:
- Director pay is balanced between cash and fully vested equity; no performance-linkage (typical for directors) reduces risk of misaligned incentives; 2025 program updates eliminate meeting fees and raise retainers to align with market practice .
RED FLAGS: None disclosed in provided excerpts regarding related-party transactions, pledging/hedging, or attendance shortfalls; policy prohibits hedging/pledging and mandates oversight of related-person transactions .

Context: Baxter refreshed governance in 2024–2025 (new Lead Independent Director, Operating Committee formation, CEO search working group including Rusckowski), indicating active Board involvement in strategy and leadership transition .