Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 29, 2021, Baxter International Inc. (the "Company") appointed
Giuseppe Accogli, age 51, to serve as the Company's Executive Vice President and
Chief Operating Officer, effective immediately. Mr. Accogli previously served as
the Company's Senior Vice President and President, Americas and Global Business
Units. In 2020, his role was expanded to include President of the Company's
Global Businesses, a position he previously held from 2017 to 2019. Mr. Accogli
joined the Company in 2007 as the Renal business unit director in Italy and
assumed positions of increasing responsibility with the Renal business in
Europe, including head of the Europe, Middle East and Africa ("EMEA") region for
the Company's Renal business from 2013 to 2015. He also served as the head of
the U.S. region for the Renal business from 2015 to 2016 and Corporate Vice
President and President of the Renal business from 2016 to 2017. Prior to
joining the Company, Mr. Accogli worked as a business unit manager and sales and
marketing manager for Medtronic plc in Italy, and in several sales, product and
marketing roles for Tyco Healthcare and then Covidien in Italy and EMEA.
Mr. Accogli has also served as a director of AdvaMed since September 2019.
In connection with his appointment as Executive Vice President and Chief
Operating Officer, the Company and Mr. Accogli entered into a revised offer
letter (the "Offer Letter"). Pursuant to the Offer Letter, Mr. Accogli will
(i) receive an annual base salary of $875,000 effective immediately, (ii) be
eligible to participate in the Company's Management Incentive Compensation
Program, with a target of 95% of base salary, effective January 1, 2022, (iii)
be eligible to participate in the Company's Long-Term Incentive ("LTI") Program
for senior management, beginning in March 2022, with a target grant value of
$4,000,000 and (iv) receive, in March 2022, a one-time performance share unit
("PSU") grant with a target grant value of $2,500,000, subject to the same
performance metrics, vesting schedule and other terms and conditions as the PSUs
granted in connection with the annual 2022 LTI grant.
The foregoing description of the Offer Letter does not purport to be complete
and is qualified in its entirety to the full text of the Offer Letter, which is
filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are provided as part of this Form 8-K:
Exhibit
No. Description
10.1 Offer Letter, dated November 29, 2021, by and between Baxter
International Inc. and Giuseppe Accogli
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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