StockWatch
·
Medical/Dental Instruments
Corporate GovernanceMay 8, 2026, 04:23 PM

Baxter Approves New Executive Severance Plan; CEO Hider's Benefits Amended

AI Summary

Baxter International Inc. approved a new Executive Severance and Change in Control Plan, effective May 4, 2026, which supersedes the prior plan and expands the definition of "Qualifying Termination." The new plan establishes tiered severance benefits for Vice Presidents and above, including named executive officers, for both non-Change in Control and Change in Control terminations. Additionally, an amendment to CEO Andrew Hider's offer letter was approved, increasing his lump-sum cash payment for medical, dental, or vision coverage from 18 to 24 months in a non-CIC qualifying termination.

Key Highlights

  • Baxter's Board approved a new Executive Severance and Change in Control Plan, effective May 4, 2026.
  • The plan supersedes the prior severance plan and expands "Qualifying Termination" to include "Good Reason" resignations and RIF/restructuring.
  • CEO Andrew Hider's offer letter was amended to increase medical/dental/vision coverage payment from 18 to 24 months for non-CIC termination.
  • Named executive officers (excluding CEO) and Interim CFO Zielinski receive 1.5x (1.0x for Zielinski post-Interim CFO) base salary + target incentive for non-CIC termination.
  • They also receive 18 months (12 months for Zielinski post-Interim CFO) medical/dental/vision lump sum for non-CIC termination.
  • For CIC termination, named executive officers (excluding CEO) and Interim CFO Zielinski receive 2.0x (1.5x for Zielinski post-Interim CFO) base salary + target incentive lump sum.
  • They also receive 24 months (18 months for Zielinski post-Interim CFO) medical/dental/vision lump sum for CIC termination.
  • The plan requires a release of claims and compliance with restrictive covenants, with no excise tax gross-ups.