William Ampofo

About William A. Ampofo II

Independent director of Baxter International since 2023; age 51. Currently Senior Vice President, Parts & Distribution Services and Supply Chain and Chair, Supply Chain Operations Council at Boeing Global Services; previously spent 22 years at United Technologies across finance, IT, strategy, and operations. Tenure on Baxter’s board began in 2023; identified as independent under NYSE standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Boeing Company (Boeing)	Senior Vice President, Parts & Distribution Services and Supply Chain; Chair, Supply Chain Operations Council, Boeing Global Services	2016–present	Leads global supply chain operations and transformation initiatives
United Technologies Corporation (merged into Raytheon Technologies)	Roles of increasing responsibility in finance, IT, corporate strategy, and operations	~1994–2016	Cross-functional leadership across major industrial businesses

External Roles

Organization	Role	Tenure	Notes
The Episcopal School of Dallas	Trustee (board of trustees)	Not disclosed	Non-profit, not a public company directorship

Board Governance

Independence: Determined independent by the Board per NYSE standards .
Committee assignments: Member, Quality & Regulatory Compliance (QRC); Member, Operating Committee (formed Feb 2025) .
Committee chair roles: None; QRC chaired by Stephen N. Oesterle, M.D.; Operating Committee chaired by Stephen H. Rusckowski .
Attendance: Board held nine meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors participated in the 2024 annual meeting .
Board refresh/structure: Nine of ten directors independent; robust Lead Independent Director role; executive sessions held at each regularly scheduled Board meeting .
Overboarding policy: As a full-time executive, limit is two public boards including Baxter; Board monitors compliance; no waivers reported for Ampofo .

Fixed Compensation

Component	2024 Amount	Notes
Annual cash retainer	$100,000	2024 non-employee director retainer
Committee meeting fees	$2,000 per meeting	Applicable in 2024; eliminated beginning 2025
Total fees earned (Ampofo)	$110,000	Includes cash retainer + meeting fees
2025 retainer change	$120,000	Committee meeting fees eliminated; chair retainer changes noted (not applicable to Ampofo)

Performance Compensation

Equity Element	Grant Value	Shares	Vesting/Terms	Notes
Annual director equity grant (2024)	$214,986	5,952 fully vested shares	Fully vested at grant; six-month forfeiture if director departs (except death/disability/qualifying retirement); optional deferral under plan	Annual grants to align director interests with shareholders
Trading/hedging/pledging	—	—	Directors prohibited from hedging and pledging Baxter stock	Governance-aligned restriction

Other Directorships & Interlocks

Public company boards: None disclosed for Ampofo .
Employment interlock: Senior leadership at Boeing (aerospace) does not indicate a disclosed transactional relationship with Baxter; related-person transaction oversight at Baxter set at $120,000 threshold; no related-party transactions disclosed for directors in the proxy .

Expertise & Qualifications

Deep operational and supply chain leadership; transformation and strategic transactions experience at multinational companies .
Skills matrix indicates strengths in manufacturing/R&D, M&A/transactional, international, human capital, and other sector leadership relevant to Baxter’s portfolio and operations .

Equity Ownership

Holder	Shares of Common Stock	Shares Under Exercisable Options	As-of Date	Notes
William A. Ampofo II	10,066	0	Feb 27, 2025	Beneficial ownership; none of the director/executive holdings >1% of shares outstanding
Stock ownership guidelines	5× annual cash board retainer after five years of Board service	—	—	All directors with ≥5 years of service were compliant as of Dec 31, 2024; Ampofo joined in 2023 (guideline timing not yet applicable)

Insider Transactions

Date	Type	Shares	Price	Source
May 6, 2025	Stock Award (Grant)	17,299	$0.00 (grant)
May 8, 2025	Form 4 filed (Acquisition, Non-Open Market)	—	—

Governance Assessment

Committee roles align with Ampofo’s operational and supply chain expertise; QRC oversight of product quality/regulatory compliance and Operating Committee remit over manufacturing, distribution, growth, and efficiency suggest high relevance to Baxter’s current transformation and North Cove recovery priorities .
Independence and attendance meet governance expectations; Board maintains robust practices (majority independence, executive sessions, strong Lead Independent Director), supporting investor confidence .
Compensation mix is market-aligned for directors: modest cash plus annual fully vested share grants to reinforce alignment; 2025 changes modernize program by removing meeting fees and modestly increasing retainer .
Ownership alignment: Ampofo holds 10,066 Baxter shares; hedging/pledging prohibited; long-run guideline of 5× retainer applies after five years, not yet applicable given 2023 start .
Potential conflicts/red flags: No related-party transactions disclosed involving Ampofo; full-time Boeing role could pose time-commitment risk, but Baxter’s overboarding policy caps outside boards for full-time executives and Board monitors compliance; no waiver noted for Ampofo. No pledging/hedging allowed; no option repricing or tax gross-ups feature in director program .

Overall, Ampofo brings relevant operational rigor to QRC and Operating Committee work, is independent with acceptable attendance, and shows equity alignment through annual share grants and ownership; no material conflicts or related-party transactions are disclosed that would undermine board effectiveness at Baxter .