New Baxter (NYSE: BAX) CFO comes with multimillion pay deal
Rhea-AI Filing Summary
Baxter International Inc. (BAX) announced a senior finance leadership transition, appointing John Rogers as Executive Vice President and Chief Financial Officer effective October 1, 2026. Rogers joins from Smith+Nephew plc, where he has served as CFO, and brings prior CFO and CEO experience at WPP plc and J Sainsbury plc.
His compensation package includes a $925,000 base salary, a target annual bonus equal to 100% of salary, a long-term equity target of $4,000,000 starting in 2027, two make-whole equity grants, and a $2,827,629 sign-on bonus subject to repayment if he departs within 24 months under specified conditions. Baxter is also putting short-term interim arrangements in place: CEO Andrew Hider will serve as interim CFO for roughly two weeks in September, and Assistant Controller Bernie Heine will become interim Chief Accounting Officer and Controller with additional pay and equity. Baxter reiterated its full-year 2026 financial outlook from its July 30, 2026 earnings announcement.
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Filing Explained
The chief accounting officer transition remains interim: Bernie Heine assumes the role on
8-K Event Classification
Key Figures
Key Terms
performance-based restricted stock units financial
restricted stock units financial
stock options financial
Executive Severance and Change in Control Plan financial
Management Incentive Compensation Program financial
forward-looking statements regulatory
FAQ
Who is the new CFO of Baxter International Inc. (BAX) and when does he start?
What is the compensation package for Baxter (BAX) CFO John Rogers?
How is Baxter (BAX) handling the interim CFO role before John Rogers starts?
What changes are being made to Baxter’s (BAX) Chief Accounting Officer role?
Did Baxter (BAX) change its 2026 financial outlook in connection with the CFO appointment?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of John Rogers as CFO
On August 18, 2026, Baxter International Inc. (the “Company”) appointed John Rogers as Executive Vice President and Chief Financial Officer (“CFO”), effective as of October 1, 2026 (the “Transition Date”).
Mr. Rogers, 58, is joining the Company from Smith+Nephew plc, where he has served as CFO since 2024 after beginning with the company as CFO-designate in 2023. Before Smith+Nephew, he served as CFO of WPP plc from 2020 to 2023. Rogers previously held leadership roles with J Sainsbury plc, including as CEO of Sainsbury’s Argos from 2016 to 2019 and as CFO of Sainsbury’s from 2010 to 2016. Mr. Rogers has also served as an independent director and audit committee chair of Grab Holdings Limited since 2021 and of Travis Perkins plc between 2014 and 2021. Mr. Rogers holds a master’s degree in electrical engineering from Imperial College London and an MBA from INSEAD, and has completed the Advanced Management Program at Harvard Business School.
Mr. Rogers does not have any family relationships with any of the Company’s directors or executive officers, there are no arrangements or understandings between Mr. Rogers and any other persons pursuant to which he was selected as an officer, and there are no transactions between Mr. Rogers and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
The Company and Mr. Rogers entered into an offer letter (the “Offer Letter”), dated August 18, 2026, establishing the terms of Mr. Roger’s services as CFO. Mr. Rogers’s target direct compensation will comprise an annual base salary of $925,000, a target annual bonus opportunity under the Company’s Management Incentive Compensation Program of 100% of his annual base salary (including eligibility for a prorated bonus opportunity for 2026 based on the number of days worked in 2026), and participation in the Company’s annual equity program (beginning with the 2027 annual equity grant) with a target annual equity grant value of $4,000,000 (the “LTI Target Value”). He will be eligible to participate in the Company’s Executive Severance and Change in Control Plan.
Mr. Rogers is also eligible to receive two off-cycle equity grants pursuant to the Company’s Second Amended and Restated 2021 Incentive Plan (the “Plan”) as compensation for the unvested portion of certain equity awards previously granted by Mr. Rogers’ prior employer, which will be granted on the first quarterly off cycle grant date on or after the Transition Date, comprising: (i) an award with a target grant value equal to the LTI Target Value, prorated for the number of days worked in 2026, consisting of 50% performance-based restricted stock units, 25% restricted stock units and 25% stock options and (ii) a target grant value of $3,861,494, consisting of 50% performance-based restricted stock units and 50% restricted stock units. The restricted stock units and stock options will vest one-third per year on the first three anniversaries of the grant date and the performance period against which the performance-based restricted stock units will be measured will be January 1, 2026 through December 21, 2028 using the metric and targets set for that performance period for all other eligible participants under the Company’s long-term incentive program. In addition, Mr. Rogers will receive a sign-on bonus of $2,827,629, to replace certain incentive compensation to which he would have been entitled at his prior employer had he remained, which amount he will be required to repay in full if his employment with the Company is terminated for any reason by him or by the Company (except through death, permanent disability or a qualifying termination for which he is eligible for severance under the Company’s Executive Severance and Change in Control Plan) within 12 months of his start date, or 50% upon the same occurring within 12 to 24 months of his start date.
The above description of the Offer Letter is qualified in its entirety by reference to the terms of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Appointment of Andrew Hider as Interim CFO
As previously announced, Anita Zielinski, the Company’s Interim Chief Financial Officer and Senior Vice President, Chief Accounting Officer and Controller, will depart the Company, effective as of September 15, 2026. The Company has appointed Andrew Hider, the Company’s President and Chief Executive Officer, to serve as interim CFO of the Company during the anticipated two-week interim period from September 15, 2026 until the Transition Date. Mr. Hider will also continue to serve in his current role and retain his responsibilities as President and Chief Executive Officer, which responsibilities will continue past the Transition Date.
Mr. Hider does not have any family relationships with any of the Company’s directors or executive officers, there are no arrangements or understandings between Mr. Hider and any other persons pursuant to which he was selected as an officer, and there are no transactions between Mr. Hider and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Mr. Hider will not be receiving any additional compensation in connection with his service as interim CFO.
Appointment of Bernie Heine as Interim CAO and Controller
In addition, the Company appointed Bernie Heine, the Company’s Assistant Controller, as Associate Vice President, Finance, interim Chief Accounting Officer (“CAO”) and Controller of the Company effective September 15, 2026 while the Company undertakes an executive search process for a permanent CAO. Mr. Heine will also continue to serve in his current role and retain his responsibilities as Assistant Controller during this search.
Mr. Heine, 40, joined the Company in 2023 as Senior Director, Finance – Assistant Controller. Before joining the Company, he worked for PricewaterhouseCoopers LLP for 15 years, most recently, beginning in 2018, as an Assurance Director. Mr. Heine holds an integrated bachelor’s degree and master’s degree in professional accountancy from Illinois State University.
Mr. Heine does not have any family relationships with any of the Company’s directors or executive officers, there are no arrangements or understandings between Mr. Heine and any other persons pursuant to which he was selected as an officer, and there are no transactions between Mr. Heine and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
In connection with Mr. Heine’s appointment, the Company entered into amended compensation arrangements with Mr. Heine providing the following additional compensation effective as of his appointment date and for so long as Mr. Heine serves as interim CAO and Controller: a payment of $15,000 per month for each month Mr. Heine serves in this capacity, and a one-time special award of restricted stock units pursuant to the Plan, with a grant date value equal to $250,000, which will be granted on September 1, 2026 and which will be scheduled to vest on the third anniversary of the grant date.
| Item 7.01 | Regulation FD Disclosure |
On August 19, 2026, the Company issued a press release announcing, among other things, the appointment of Mr. Rogers as the Company’s CFO. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 7.01, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Offer Letter, effective as of August 18, 2026, by and between John Rogers and the Company | |
| 99.1 | Press Release Dated August 19, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BAXTER INTERNATIONAL INC. | ||||||
| Date: August 19, 2026 | By: | /s/ Ellen K. Bradford | ||||
| Name: | Ellen K. Bradford | |||||
| Title: | Senior Vice President and Corporate Secretary | |||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
BAXTER APPOINTS JOHN ROGERS CHIEF FINANCIAL OFFICER
Global medtech CFO with broad transformation and leadership experience to help
advance Baxter’s turnaround, financial discipline and value creation
DEERFIELD, Ill., AUGUST 19, 2026 – Baxter International Inc. (NYSE:BAX), a global medtech leader, today announced it has appointed John Rogers as executive vice president and chief financial officer (CFO), reporting to Baxter president and chief executive officer (CEO), Andrew Hider, effective Oct. 1, 2026.
“John is a proven global finance executive with extensive operational expertise and a successful track record leading complex transformation initiatives,” said Hider. “He is an ideal fit for Baxter as we continue to stabilize the business, strengthen our balance sheet and drive a culture of continuous improvement. I am confident John will help us build on this work, sharpen our execution and create sustainable value for our customers, employees, investors and other Baxter stakeholders.”
Rogers joins Baxter from Smith+Nephew plc, a portfolio medical technology business, where he has served as CFO since 2024 after beginning with the company as CFO-designate in 2023. Before Smith+Nephew, he served as CFO of WPP plc, a creative services company, where he led the company’s global transformation program. Rogers previously held leadership roles with J Sainsbury plc, one of the UK’s leading food, general merchandise and clothing retailers, including as CEO of Sainsbury’s Argos, where he led a major digital transformation of its omnichannel business, and as CFO of Sainsbury’s. Rogers also brings public-company board experience, including as an independent director and audit committee chair of Grab Holdings Limited and previously of Travis Perkins plc. He earned a master’s degree in electrical engineering from Imperial College London, holds an MBA from INSEAD and completed the Advanced Management Program at Harvard Business School.
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“I am honored to join Baxter, a company with a nearly century-long history, a powerful Mission to Save and Sustain Lives and an essential role across healthcare,” said Rogers. “Baxter’s focus on continuous improvement, strengthening its balance sheet and driving enhanced performance is closely aligned with my experience leading global finance organizations and supporting large-scale business transformation. I look forward to working with Andrew, the Finance team and my new colleagues across Baxter to create long-term value for all stakeholders.”
2026 Outlook
Baxter also announced that it is reiterating its full-year 2026 financial outlook provided in its most recent earnings announcement on July 30, 2026.
About Baxter
At Baxter, we are everywhere healthcare happens – and everywhere it is going, with essential solutions in the hospital, physician’s office and other sites of care. For nearly a century, our customers have counted on us as a vital and trusted partner. And every day, millions of patients and healthcare providers rely on our unmatched portfolio of connected solutions, medical devices, and advanced injectable technologies. Approximately 37,500 Baxter team members live our enduring Mission: to Save and Sustain Lives. Together, we are redefining how care is delivered to make a greater impact today, tomorrow, and beyond. To learn more, visit www.baxter.com and follow us on X, LinkedIn and Facebook.
Forward-Looking Statements
This press release contains forward-looking statements concerning the company’s outlook for full-year 2026 and ones that may predict, forecast, indicate or imply certain events or achievements such as statements in this press release related to Baxter’s strategy, turnaround, ongoing transformation efforts, leadership transition and anticipated value creation. These forward-looking statements are based on assumptions about many important factors which could cause actual results to differ materially from those in the forward-looking statements, including risks discussed in Baxter’s most recent filings on Form 10-K and Form 10-Q and other SEC filings, all of which are available on Baxter’s website. Baxter does not undertake to update its forward-looking statements unless otherwise required by the federal securities laws.
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Media Contact
Stacey Eisen, (224) 948-5353
media@baxter.com
Investor Contact
Kevin Moran, (224) 948-3085
global_corp_investor_relations@baxter.com
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