DEF 14A of Solventum Corp, Mar 21, 2025

DEF 14A of Solventum Corp

Filed Mar 21, 2025 · FY20240001964738-25-000038

Open on EDGAR

  1. Class II Directors

    Class II Directors

  2. Class II Directors

    | | Professional Experience AbbVie, Inc. •Vice Chairman, Chief Commercial Officer (2018 – 2021) •Executive Vice President, Commercial Operations (2013 – 2018) Abbott Laboratories, Inc. •Senior Vice President, Proprietary Pharmaceutical Products, Global Commercial Operations (2011 – 2012) •Senior Vice President, International Pharmaceuticals (2009 – 2011) •Vice President, Pharmaceuticals, Western Europe and Canada Operations (2007 – 2009) •Vice President, Pharmaceuticals, European Operations (2006 – 2007) •Regional Director, Pharmaceuticals, Northern Europe (2004 – 2006) •General Manager, Portugal (2002 – 2004) | | | | | | | | | Carlos Albán 62 Board Committees Governance; Talent Current Public Company Directorships •SpringWorks Therapeutics, Inc. | | | | | | Skills and Experience Supporting Nomination | | | | | Mr. Albán provides the Board with important insights into operational matters in a regulated industry as well as proven leadership in bringing products to the healthcare market. | | | | | | Healthcare Industry | Over 20 years of experience in pharmaceutical company roles overseeing commercial operations, growth, and development | | | | Executive Leadership | Pharmaceutical executive experience including as Chief Commercial Officer during a period of significant expansion | | | | International & Global Operations | Extensive experience in roles at global healthcare companies responsible for multiple worldwide regions | | | | Strategy & M&A | Deep experience in guiding companies undergoing significant transitions, including recently spun-off companies, as well as in M&A transactions | | | | Science, Technology, Research & Innovation | Significant experience as Chief Commercial Officer and head of pharmaceutical units at pharmaceutical development companies | | | | Corporate Sales, Marketing & Brand Management | Success guiding strong business growth and sales of leading pharmaceutical products |

  3. Class II Directors

    | | | | 14 | |

  4. Class II Directors

    | | Professional Experience Premier Inc. •Chief Executive Officer (2013 – 2021) •President (2013 – 2019) •Served in a consulting capacity for Premier (2021 – 2023) Premier Healthcare Solutions •President and CEO (2009 – 2013) •Chief Operating Officer for a number of affiliated Premier entities (2003 – 2009) | | | | | | | | | | Skills and Experience Supporting Nomination | | | | Susan D. DeVore 66 Board Committees Governance (Chair) Current Public Company Directorships •Elevance Health, Inc. •Unum Group Prior Public Company Directorships •Premier, Inc. Other Directorships and Memberships •Advent Health System (director) | | | | | | Ms. DeVore has over 40 years of experience in finance, strategy, and healthcare consulting, culminating in executive leadership roles at a major healthcare company. Her experience includes both executive and director oversight of major acquisitions, technology implementation, sustained growth, and balanced capital deployment. She provides the Board with valuable healthcare, operations, technology, and regulatory oversight knowledge. | | | | | | Healthcare Industry | Over 40 years of experience in strategic, advisory, financial and leadership roles for healthcare provider and payer companies | | | | Executive Leadership | Extensive executive experience including as CEO of a healthcare improvement company during a period of significant organic and inorganic business growth | | | | Financial Acumen & Experience | Significant experience as a seasoned executive during periods of significant organic and inorganic business and revenue growth | | | | Strategy & M&A | Experience in significant acquisitions and integrations through operating and board roles | | | | Science, Technology, Research & Innovation | Valuable experience leading growth through investment in technology and digital capabilities | | | | Quality, Regulatory & Compliance | Executive responsibility for a large company operations in a regulated industry | | | | Risk Management | Substantial experience as board member of multiple companies, including as CEO with oversight of risk |

  5. Class II Directors

    | 2025 Proxy statement | 15 |

  6. Class II Directors

    | | Professional Experience Ernst & Young Global Limited •Global Client Service Partner (2017 – 2022) •Partner (2002 – 2022) | | | | | | | | | | Skills and Experience Supporting Nomination | | | | | Ms. Edwards brings deep financial and public company accounting experience to the Board. During her time at Ernst & Young, she oversaw its multibillion dollar assurance practice across multiple countries and thousands of professionals. She invested in productivity and efficiency workstreams to drive growth. Ms. Edwards holds a Bachelor of Science in Accounting from Virginia Polytechnic Institute and State University. Our Board of Directors has determined that Ms. Edwards is an “audit committee financial expert” for purposes of the rules of the SEC. | | | | Shirley Edwards 64 Board Committees Audit; Talent Current Public Company Directorships •Appian Corp. •Baker Hughes Company Other Directorships and Memberships •Cumming Group (director) •Girl Scouts of the Nation's Capital •Pamplin College of Business Advisory Council at Virginia Tech •Virginia Tech Foundation Board of Directors | | | | | | | Executive Leadership | Significant experience as Chief Operating Officer for a multi-billion dollar division of a leading multinational accounting firm | | | | Financial Acumen & Experience | Over four decades of financial accounting and assurance experience | | | | International & Global Operations | Senior role at global business with oversight over 20 countries and 20,000 people and service on the boards at global companies | | | | Strategy & M&A | Extensive experience in guiding companies, including in governance, finance, portfolio management and M&A transactions Led client service delivery and people strategy, transforming audit practice through investment in technology, analytics, robotics, and process automation; Key partner to companies in transformative M&A | | | | Risk Management | Deep knowledge of risk management, particularly financial and regulatory risk |

  7. Class II Directors

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  8. Class II Directors

    | | Professional Experience Versalius Ventures, Inc. •Chief Executive Officer and Managing Partner (2002 - Present) NASA •Former astronaut, mission specialist and payload commander. •Logged more than 438 hours and first African American to walk in space. | | | | | | | | | | Skills and Experience Supporting Nomination | | | | | Dr. Harris provides our Board with deep science, technology, and medical background and leadership experience in helping companies to leverage their resources in support of business operations and investment. His experience as an astronaut provides the Board with unique skills and perspective from both a management and scientific perspective. Dr. Harris earned a Bachelor of Science in Biology from the University of Houston, a Master of Medical Science from the University of Texas Medical Branch at Galveston, a Master of Business Administration from the University of Houston – Clear Lake, and a Doctor of Medicine from Texas Tech University Health Sciences Center School of Medicine. He completed a residency in internal medicine at the Mayo Clinic, a National Research Council Fellowship in endocrinology at the NASA Ames Research Center, and trained as a flight surgeon at the United States Air Force School of Aerospace Medicine. Dr. Harris is a Fellow of the American College of Physicians. | | | | Dr. Bernard A. Harris Jr. 68 Board Committees Governance; Science, Technology and Quality Current Public Company Directorships •RTX Corporation •U.S. Physical Therapy Other Directorships and Memberships •Massachusetts Mutual Life Insurance Company (director) •Astronaut Scholarship Foundation (director) •Harris Foundation (board member) •Texas Medical Center (board member) | | | | | | | Healthcare Industry | Extensive and unique medical and healthcare experience in various research and clinical roles; Experience on board of a healthcare services company | | | | International & Global Operations | Service on the boards of global companies and international space missions | | | | Strategy & M&A | Oversight experience in guiding companies undergoing significant transitions, including streamlining operations, creation of organic company segments, and M&A; Engaged in portfolio management for early to mid-stage healthcare and technology companies | | | | Science, Technology, Research & Innovation | Substantial experience as a research, clinical, and astronautical medical physician | | | | Quality, Regulatory & Compliance | Considerable experience in government and highly-regulated public companies | | | | Risk Management | Roles addressing extensive and high risk conditions as well as oversight of companies involved in high-risk sectors |

  9. Class II Directors

    | 2025 Proxy statement | 17 |

  10. Class III Directors

    Class III Directors

  11. Class III Directors

    | | Professional Experience Humacyte, Inc. (2010 – 2018) •Chair of the Board (2013 – 2019) •Board Member (2013 – 2021) •Chief Executive Officer (2010 – 2018) Schering-Plough Corporation •Executive Vice President and President of global pharmaceutical business (2003 – 2009) Pharmacia Corporation •President of global pharmaceutical business (1997 – 2003) | | | | | | | | | Carrie S. Cox 67 Chair of the Board Board Committees Talent; Science, Technology and Quality Current Public Company Directorships •Organon & Co. •Cartesian Therapeutics, Inc. •Texas Instruments Inc. Prior Public Company Directorships •Cardinal Health Inc. •Celgene Corporation •electroCore, Inc. •Array BioPharma Inc. | | | | | | Skills and Experience Supporting Nomination | | | | | Ms. Cox brings substantial experience in guiding companies undergoing significant transitions, including recently spun-off companies, as well as in merger and divestiture transactions. With strong experience as a pharmaceutical company executive, she is an experienced leader at both the management and director levels. | | | | | | Healthcare Industry | 30 years of experience in leadership roles and member of multiple boards at healthcare companies | | | | Executive Leadership | Pharmaceutical and biotech executive experience including as CEO of a regenerative medicine company | | | | Financial Acumen & Experience | Significant experience as a seasoned executive and audit committee member | | | | International & Global Operations | Service on the boards and senior executive roles at global healthcare companies | | | | Strategy & M&A | Deep experience in guiding companies undergoing significant transitions, including recently spun-off companies, as well as in M&A transactions | | | | Science, Technology, Research & Innovation | Deep experience at head of drug and biotech development companies; Responsible for significant capital and R&D investments | | | | Quality, Regulatory & Compliance | Management responsibility of a large multinational company operating in a regulated industry | | | | Corporate Sales, Marketing & Brand Management | Roles including oversight of sales plans, marketing and brand for large global companies | | | | Risk Management | Significant experience as chair of board at multiple public and private companies with oversight over risk | | | | Human Capital Management | Notable compensation committee expertise |

  12. Class III Directors

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  13. Class III Directors

    | | Professional Experience Solventum Corporation •Chief Executive Officer (2024 – present) 3M – Health Care Business Group •Chief Executive Officer (2023 – 2024) Zimmer Biomet Holdings, Inc. •President and Chief Executive Officer (2017 – 2023) Medtronic plc •Executive Vice President (2015 – 2017) Covidien plc •Senior Vice President and Group President (2011 – 2015) •President, Energy-based Devices business (2006 – 2011) | | | | | | | | | Bryan Hanson 58 Current Public Company Directorships •Walgreens Boots Alliance, Inc. Prior Public Company Directorships •Zimmer Biomet Holdings, Inc. | | | | | | Skills and Experience Supporting Nomination | | | | | Mr. Hanson has over 30 years’ experience in successfully leading, growing, and transforming global medical device businesses at major healthcare companies. He strives for greater innovation and commercial success, driving value for customers, patients, and shareholders. As our CEO, Mr. Hanson brings important operational and management perspective to the Board, including extensive executive experience in the healthcare field and with respect to the effort required to launch a spinoff as a standalone company. | | | | | | Healthcare Industry | Over 30 years of experience in leadership roles at medical device companies | | | | Executive Leadership | Healthcare executive experience, including as CEO of a global medical technology company; Completion of executive leadership programs at Kellogg School of Management and Harvard Business School | | | | Financial Acumen & Experience | Significant experience in financial management as a seasoned executive during periods of growth and portfolio optimization | | | | International & Global Operations | Service in multiple senior executive roles at global healthcare companies | | | | Strategy & M&A | Extensive experience in guiding companies through significant transitions, as well as in strategic planning and mergers and acquisitions | | | | Science, Technology, Research & Innovation | Deep experience as head of medical device businesses | | | | Risk Management | Substantial experience as chief executive and board member at multiple companies with oversight over risk | | | | Human Capital Management | Senior executive leadership expertise |

  14. Class III Directors

    | 2025 Proxy statement | 19 |

  15. Class III Directors

    | | Professional Experience Mondelez International, Inc. (formerly Kraft Foods, Inc.) •Executive Vice President and Chief Human Resources Officer (2005 – 2018) Baxter International Inc. •Corporate Vice President and Chief Human Resources Officer (2001 – 2005) •Vice President, Human Resources (1998 – 2001) •Vice President, various roles (1990 – 1998) PricewaterhouseCoopers •Certified Public Accountant (1980 – 1990) | | | | | | | | | Karen J. May 66 Board Committees Talent (Chair) Current Public Company Directorships •Alcon, Inc. Prior Public Company Directorships •MB Financial, Inc. Other Directorships and Memberships •Ace Hardware Corporation (director) | | | | | | Skills and Experience Supporting Nomination | | | | | Ms. May brings significant human capital expertise in executive and oversight roles, as well as her expertise in finance and accounting, to the Board. During her previous roles, she oversaw significant restructuring and dispositions leading to meaningful growth at those companies. Ms. May also has extensive experience with spin-offs, mergers and acquisitions, as well as divestiture transactions involving several large international brands and companies. | | | | | | Healthcare Industry | Considerable experience as board member and in senior leadership at pharmaceutical and biotech companies | | | | Executive Leadership | Substantial experience in multiple senior human resources roles | | | | Financial Acumen & Experience | Extensive exposure to financial reporting and results as a board member, senior executive, and auditor | | | | International & Global Operations | Service in senior executive roles at global healthcare and food companies | | | | Strategy & M&A | Substantial experience in guiding companies undergoing significant transitions, including spun-off companies, restructuring, and M&A transactions | | | | Corporate Sales, Marketing & Brand Management | Roles including driving revenue stream growth and price management for large global companies | | | | Human Capital Management | Significant experience in executive human resources roles, including with respect to post-spinoff management, acquisitions, divestitures, and restructuring |

  16. Class III Directors

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  17. Class III Directors

    | | Professional Experience The Wilson Collective •President (2018 – present) General Electric Company (1992 – 2018) •GE Power – Vice President, Commercial (2017 – 2018) •Chief Commercial Officer, various divisions (2014 – 2017) British Petroleum North America (1985 – 1991) | | | | | | | | | | Skills and Experience Supporting Nomination | | | | Darryl L. Wilson 61 Board Committees Audit; Talent Current Public Company Directorships •NextEra Energy, Inc •Eaton Corporation •Primerica, Inc. Other Directorships and Memberships •Texas Children’s Hospital - Finance and Public Policy Committees (chairman) •The Kinkaid School Board of Trustees - Finance and Endowment Committees (chairman) •Good Reason Houston (director) | | | | | | Mr. Wilson brings a global perspective on business operations, commercial management, manufacturing and mergers and acquisitions to the Board. During his time in both senior leadership and board roles, he oversaw significant integration, cost savings, and business growth initiatives. Mr. Wilson also oversaw major restructurings. Mr. Wilson has an MBA in Marketing from Indiana University. | | | | | | Executive Leadership | Significant experience as Chief Commercial Officer of multiple major divisions of a large multinational industrial company | | | | Financial Acumen & Experience | Strong oversight expertise and experience in finance and financial markets from Federal Reserve branch bank chairmanship; Significant executive experience during business growth across segments and regions | | | | International & Global Operations | Extensive experience in senior oversight roles at global conglomerates overseeing divisions in multiple regions; Global integration team focused on cost savings and business alignment | | | | Strategy & M&A | Valuable experience in divestitures, mergers and acquisitions, and commercial integration | | | | Science, Technology, Research & Innovation | Two decades of experience overseeing product development and commercialization for multiple divisions of a multinational industrial company | | | | Quality, Regulatory & Compliance | Multiple roles with management responsibility over product quality control and safety systems | | | | Corporate Sales, Marketing & Brand Management | Service in both senior leadership and board roles focused on driving business growth in multiple segments and regions | | | | Risk Management | Substantial experience as board member at multiple public and private companies with oversight over risk | | | | Human Capital Management | Oversaw large teams in multiple segments and global operations; Led global integration team restructuring |

  18. Class III Directors

    | 2025 Proxy statement | 21 |

  19. Class III Directors

    Board Composition and Leadership Structure

  20. Class III Directors

    | Leadership structure | | | | | | | | | | | | | | | | | Chair: Carrie S. Cox | Chief Executive Officer: Bryan Hanson | Audit Committee Chair: Glenn Eisenberg | Talent Committee Chair: Karen May | Governance Committee Chair: Susan DeVore | Science, Technology and Quality Committee Chair: John Weiland |

  21. Class III Directors

    We have an independent Board leadership structure to guide the oversight of the company. The Board’s leadership structure, which includes an independent Chair, allows Ms. Cox, as Chair, to lead agenda setting and oversight of the Company’s strategy at the Board level, while Mr. Hanson, in his capacity as CEO, leads the development and execution of the strategy. Committee Chairs were selected based on their significant professional and leadership experience enabling them to lead their respective committee’s work. As a newly independent company, in selecting candidates for our Board, our Chair, with the assistance of a leading independent search firm, engaged in a comprehensive recruitment focused on identifying directors across three core areas: •directors who would bring highly relevant industry experience in healthcare, including in medical devices, biotechnology and pharmaceutical businesses; •directors with spin-off and post spin-off and similar transformational business experience – a crucially important skill set as we developed our three-phased strategic approach, execute future portfolio optimization plans and transition over the next several years away from the highly complex 3M arrangements in place today; and •directors with critical and valuable experience in governance, human resources and audit and tax functions best practices to lead us as we set up a new standalone global organization and business culture.

  22. Class III Directors

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  23. Class III Directors

    Board Committees

  24. Class III Directors

    | Audit Committee | | | | | | | | | | Chair: | Other Members: | | | | | | | | Glenn Eisenberg | | Darryl Wilson | | Elizabeth Mily | | Shirley Edwards | | Number of Meetings in 2024: 6 | | | | | | | |

  25. Class III Directors

    The Audit Committee is established in accordance with Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) and the listing rules of the New York Stock Exchange (“NYSE”). The Audit Committee has the responsibilities set forth in its charter. These responsibilities include, among others: •reviewing Solventum’s annual audited and unaudited quarterly financial statements; •reviewing Solventum’s financial reporting process, including internal controls over financial reporting and any significant issues regarding the application of accounting principles and financial statement presentation, and critical accounting policies; •periodically reviewing Solventum’s capital allocation and capital structure strategies, insurance coverage, funding for pension and other post-retirement benefit plans, global tax planning, and global treasury activities; •periodically obtaining reports from senior management regarding information technology networks and systems and related policies and internal controls; the annual audit plan, scope of work, and the results of internal audits and management’s response thereto; and compliance with Solventum’s Code of Conduct; •establishing procedures for (i) the receipt, retention, and treatment of complaints received by Solventum regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by Solventum employees of concerns regarding questionable accounting or auditing matters and periodically reviewing with the Chief Compliance Officer and the Solventum senior internal auditing executive these procedures and any significant complaints received; •periodically obtaining reports from senior management regarding Solventum’s performance of its obligations under spin-off related agreements, and monitoring the implementation of such agreements; and •appointing, overseeing, and approving compensation of Solventum’s registered public accounting firm.

  26. Class III Directors

    | Each member of the Audit Committee is expected to be financially literate, and our Board determines that at least one member of the Audit Committee is an “audit committee financial expert” for purposes of the rules of the SEC. The Board has determined that Glenn Eisenberg and Shirley Edwards is each an audit committee financial expert. In addition, our Board determines that each of the members of the Audit Committee will be independent, as defined by the rules of the NYSE, Section 10A(m)(3) of the Exchange Act, and in accordance with Solventum’s Director Independence Guidelines. |

  27. Class III Directors

    | 2025 Proxy statement | 23 |

  28. Class III Directors

    | Governance Committee | | | | | | | | | | Chair: | Other Members: | | | | | | | | Susan DeVore | | Carlos Albán | | Dr. Bernard Harris, Jr. | | Amy Wendell | | Number of meetings in 2024: 4 | | | | | | | |

  29. Class III Directors

    The Governance Committee has the responsibilities set forth in its charter. These responsibilities include, among others: •selecting and recommending director candidates to our Board, in light of the Board Membership Criteria adopted by our Board, either to be submitted for election at the annual meeting or to fill any vacancies on the Board, including consideration of any shareholder nominees for director (submitted in accordance with Solventum’s amended and restated bylaws (the “Bylaws”)); •reviewing and making recommendations to our Board concerning the composition and size of our Board and its committees and the Board Membership Criteria; •reviewing Solventum’s Corporate Governance Guidelines at least annually, and recommending any proposed changes to our Board for approval; •developing and recommending to our Board standards to be applied in making determinations on the types of relationships that constitute material relationships between Solventum and a director for purposes of determining director independence; •discussing policies with respect to enterprise risk assessment and enterprise risk management, Solventum’s major risk exposures, and the steps the leadership team has taken to monitor and mitigate such exposures; and •developing and recommending to our Board for its approval an annual self-assessment process of our Board and its committees and overseeing the process.

  30. Class III Directors

    | Our Board determines that each member of the Governance Committee will be independent, as defined by the rules of the NYSE and in accordance with Solventum’s Director Independence Guidelines. |

  31. Class III Directors

    | Science, Technology and Quality Committee | | | | | | | | | | | | Chair: | Other Members: | | | | | | | | | | John Weiland | | Carrie Cox | | Dr. Bernard Harris, Jr. | | Elizabeth Mily | | Amy Wendell | | Number of Meetings in 2024: 3 | | | | | | | | | |

  32. Class III Directors

    The Science, Technology and Quality Committee has the responsibilities set forth in its charter. These responsibilities include, among others: •monitoring and reviewing the overall strategy, direction and effectiveness of Solventum’s research and development and business development activities; •reviewing management’s strategy and allocation of resources for research and development and business development activities, including product line extensions and new product platforms; •overseeing risk management of product quality and safety, quality and regulatory aspects of research and development programs; and •overseeing policies, programs, and performance related to medical affairs.

  33. Class III Directors

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  34. Class III Directors

    | Talent Committee | | | | | | | | | | | | Chair: | Other Members: | | | | | | | | | | Karen May | | Carlos Albán | | Carrie Cox | | Darryl Wilson | | Shirley Edwards | | Number of meetings in 2024: 5 | | | | | | | | | |

  35. Class III Directors

    The Talent Committee has the responsibilities set forth in its charter. These responsibilities include, among others: •reviewing disclosures in Solventum’s proxy statement regarding advisory votes on executive compensation and the frequency of such votes; •approving or recommending, as applicable, the adoption, amendment, and termination of incentive compensation, deferred compensation programs and related oversight; •approving employment agreements and severance arrangements for the executive officers of Solventum, as appropriate and subject to independent ratification for the CEO; •approving the adoption and amendment of executive officer stock ownership guidelines and reviewing compliance with these guidelines; •annually reviewing a risk assessment of Solventum’s compensation policies and practices; •periodically reviewing and discussing with management matters relating to human capital management, including the succession planning process for the CEO, executive officers, and other leadership team members; and •as needed, retaining compensation consultants, counsel, or other advisors and approving such advisors’ fees and retention terms.

  36. Class III Directors

    | Our Board determines that each member of the Talent Committee will be independent, as defined by the rules of the NYSE and in accordance with Solventum’s Director Independence Guidelines. In addition, members of the Talent Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. |

  37. Class III Directors

    Key Areas of Board Oversight

  38. Cybersecurity

    | Name | Leadership roles held during 2024 | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Total ($) | | Carlos Albán | | 90,000 | 350,000 | 440,000 | | Carrie S. Cox | Board Chair | 127,500 | 725,000 | 852,500 | | Susan D. DeVore | Governance Committee Chair | 101,250 | 350,000 | 451,250 | | Shirley A. Edwards | | 86,373 | 350,000 | 436,373 | | Glenn A. Eisenberg | Audit Committee Chair | 111,538 | 350,000 | 461,538 | | Dr. Bernard A. Harris, Jr. | | 90,000 | 350,000 | 440,000 | | Karen J. May | Talent Committee Chair | 105,000 | 350,000 | 455,000 | | Elizabeth A. Mily | | 90,000 | 350,000 | 440,000 | | John H. Weiland | Science, Technology and Quality Committee Chair | 101,250 | 350,000 | 451,250 | | Amy A. Wendell | | 90,000 | 350,000 | 440,000 | | Darryl L. Wilson | | 90,000 | 350,000 | 440,000 |

  39. How Our Pay Practices Align with Our Philosophy

    | | 3M CTC Decisions (Pre-Separation) Offer letters for the NEOs: | | Solventum Talent Committee Decisions (Post-Separation) | | One-Time Compensation in Connection with Executive Team Hiring | | | | | Hiring Bonuses | •Approved one-time hiring bonuses for certain executives | | | | Inducement Performance Share Units (“PSUs”) | •Approved target value for Inducement PSUs to senior executives | | ü Set performance criteria and vesting requirements* | | Make-Whole Awards | •Approved make-whole awards to senior executives | | | | Ongoing/Annual Compensation | | | | | Base Salary | •Established base salaries, including increases effective as of the Separation (April 2024) | | ü Completed benchmarking of market compensation ü No post-Separation increases to NEO salaries | | Annual Incentive Plan (“AIP”) | •Established target bonus amounts •No performance metrics defined | | ü Approved 2024 AIP based 100% on Company performance against preset and rigorous goals ü Incorporated strategic goals | | Long-Term Incentives (“LTI”) | •Established and approved target LTI amounts for new hires •No performance metrics defined | | ü Approved 2024 LTI award structure (50% PSUs/ 50% Restricted Stock Units (“RSUs”)) ü Approved PSUs to be earned on cumulative performance over a 3-year period |

  40. Offer Letters and Awards Related to the Separation

    Offer Letters and Awards Related to the Separation Each of the NEOs received offer letters from 3M that were assumed by Solventum and which remain in effect following the Separation (each, an “Offer Letter”). The Offer Letters outline each NEO’s base salary and eligibility for the Company’s AIP, both of which are subject to annual review and adjustment. The Offer Letters also provide eligibility for equity compensation grants under the Company’s long-term incentive plans, participation in the Company’s severance plans, five weeks of annual vacation and eligibility to participate in employee benefit plans available to similarly situated executives. Several NEOs also received cash and/or equity awards in connection with the Separation, which were granted in accordance with the Offer Letters.

  41. Hiring Bonuses

    Hiring Bonuses Each of Mr. Hanson, Mr. McMillan, Ms. Gomez and Ms. Landucci received a hiring bonus from 3M shortly after their start date. To protect shareholder interests and prevent windfalls to executives should their employment be terminated under certain scenarios, the bonuses incorporated repayment terms described below.

  42. Hiring Bonuses

    | Executive | Start Date | Hiring Bonus ($) | | Bryan Hanson Chief Executive Officer | 9/1/2023 | 2,700,000 | | Wayde McMillan Chief Financial Officer | 11/1/2023 | 1,800,000 | | Tammy Gomez Chief Human Resources Officer | 12/18/2023 | 2,860,000 | | Amy Landucci Chief Information & Digital Officer | 1/1/2024 | 701,250 | | All of the hiring bonuses were paid by 3M prior to the Separation. The hiring bonuses incorporated repayment terms as follows: Mr. Hanson must repay his full hiring bonus if his employment terminates for any reason before the second anniversary of his start date. Mr. McMillan must repay his full hiring bonus if he resigns or if the Company executes a written determination that he engaged in misconduct before the eighteen-month anniversary of his start date. Ms. Gomez must repay $1,906,666 of her hiring bonus if she resigns or if the Company executes a written determination that she engaged in misconduct before the second anniversary of her start date, and she must repay $953,333 of her hiring bonus if such a resignation or determination occurs before the third anniversary of her start date. Ms. Landucci must repay her full hiring bonus if she resigns or if the Company executes a written determination that she engaged in misconduct before the second anniversary of her start date. | | |

  43. Hiring Bonuses

    | | | | 42 | |

  44. Inducement PSUs

    Inducement PSUs To incentivize the NEOs to join the Company at the time of the Separation, the 3M CTC included special inducement PSU awards (“Inducement PSUs”) to the NEOs in their Offer Letters. According to the terms of the Offer Letters, the Inducement PSUs were granted on May 13, 2024 by Solventum.

  45. Inducement PSUs

    | Executive | Inducement PSU ($)(1) | | | Bryan Hanson Chief Executive Officer | | 16,000,000 | | Wayde McMillan Chief Financial Officer(2) | | 5,000,000 | | Chris Barry EVP and Group President, Medical Surgical | | 5,000,000 | | Tammy Gomez Chief Human Resources Officer | | 1,400,000 | | Amy Landucci Chief Information & Digital Officer | | 1,675,000 | | (1)The target number of Solventum shares the NEOs are entitled to receive was determined by dividing the target award value reflected above by the closing sales price for a share of Solventum common stock on the grant date, rounded up to the nearest whole share. (2)Mr. McMillan’s 3M offer letter originally entitled him to an Inducement PSU award with a target award value of $3,100,000. However, in April 2024, the Solventum Talent Committee decided, in light of internal pay equity considerations amongst the executive team, to increase the target award value to $5,000,000. | | | | While the target award value was set in the Offer Letters executed prior to the Separation, the performance vesting requirements were not specified. Prior to granting the awards in May 2024, and following an analysis conducted in consultation with the Solventum Talent Committee’s independent compensation consultant, Korn Ferry, the Solventum Talent Committee established that the Inducement PSUs would have the same performance metrics as the annual PSUs, which are discussed below. | | |

  46. Inducement PSUs

    | 2025 Proxy statement | 43 |

  47. Make-Whole Awards

    Make-Whole Awards To compensate them for unvested equity incentive awards that were forfeited as a result of their departures from their prior employers in order to accept employment with Solventum, each of Mr. Hanson, Mr. McMillan, Ms. Gomez and Ms. Landucci received a one-time RSU grant (“Make-Whole RSU Awards”). Mr. Hanson and Ms. Gomez’s RSU awards vest ratably over three years, while Mr. McMillan and Ms. Landucci’s awards vest ratably over two years, in each case, subject to the NEO’s continued employment through the applicable vesting date. To compensate Mr. Hanson for cash incentives forfeited as a result of his leaving his prior employer to join Solventum, he also received a cash award which was paid in two equal installments—one on September 6, 2023, and the other on the one-year anniversary of his start date with 3M (a “Make-Whole Cash Award”).

  48. Make-Whole Awards

    | Executive | Grant Date | Make-Whole RSU Award ($)* | Make-Whole Cash Award ($) | | Bryan Hanson Chief Executive Officer | 9/1/2023 | 13,000,000 | 13,000,000 | | Wayde McMillan Chief Financial Officer | 12/1/2023 | 3,513,626 | - | | Tammy Gomez Chief Human Resources Officer | 1/2/2024 | 900,000 | - | | Amy Landucci Chief Information & Digital Officer | 2/1/2024 | 3,243,764 | - | | * All of the Make-Whole RSU Awards were granted by 3M prior to the Separation. The number of shares of 3M common stock received by the NEOs (other than Mr. Hanson) was determined by dividing the dollar value reflected above by the closing price of 3M common stock on the grant date (and, with respect to Mr. Hanson, by dividing the dollar value reflected above by the average closing price of 3M common stock over the 20 trading days ending on the grant date), in each case, rounded up to the nearest whole share. Following the Separation, the Make-Whole RSU Awards were converted into Solventum RSUs and remained subject to the same terms and conditions that applied prior to the Separation, including the same service-based vesting terms, which may be satisfied through the NEO’s continued service to Solventum during the applicable vesting period. The number of shares subject to the Make-Whole RSU Awards was adjusted in a manner intended to preserve the aggregate intrinsic value of the original 3M award as measured immediately before and immediately after the Separation, subject to rounding. The conversion methodology was applied consistently for all unvested 3M long-term incentive awards held by Solventum employees and pursuant to the terms of the Employee Matters Agreement entered into by 3M and Solventum on March 31, 2024. The treatment of the Inducement PSUs and Make-Whole RSU Awards upon certain qualifying terminations of employment is described in the “Potential Payments upon Termination or Change in Control” section of this proxy statement. | | | |

  49. Average of other NEOs target pay mix

    | | Base Salary | | Annual Incentive Pay | | Performance Share Awards | | Restricted Stock Units |

  50. 2024 Pay Elements

    | Base Salary | AIP | Long-term Equity Awards | Benefits & Other Perquisites | | Benchmarked and set to reward for skills, experience, performance, responsibility, and leadership | 100% Performance based: 60% Constant Currency Revenue 40% Adjusted Operating Income Individual Performance Goals | 50% Performance Share Units: 60% 3-year Constant Currency Revenue 40% Adjusted EPS 50% Restricted Stock Units: 3-year vesting period | Benchmarked to market practice to help attract, retain and reward talent |

  51. 2024 Pay Elements

    | Shareholder Feedback “What We Heard” | Responsive Action “What We Have Done” | Impact of Action “Why It Is Important” | | Performance equity payouts should align with value created | Added Relative TSR as performance metric for 2025 PSUs | Direct response to shareholder feedback Ensures PSU vesting is directly aligned with change in shareholder value | | Incentives should be aligned with performance and shareholder value | Over 92% of CEO and 81% of other NEO target direct compensation is at risk 80% of CEO and 64% of other NEO target direct compensation consists of multi-year vesting equity awards | Continued focus on both near-term objectives and long-term strategy Aligns NEOs’ interests with those of long-term shareholders | | Compensation structures/policies should encourage equity ownership | Increased CEO stock ownership requirement from 3X base salary to 6X Adopted Board of Directors stock ownership guidelines (5x annual board retainer) | Aligns CEO’s interests with long-term shareholders Disincentivizes excessive risk taking | | Adopt designs that prevent “pay for failure” outcomes | Separation-related awards subject to clawback provisions | Enhances retentive value and stability Protects against windfall to executives upon early termination/resignation |

  52. 1. Base Salary

    1. Base Salary Base Salary is the only fixed component of our executive compensation program. The Talent Committee believes salary should be commensurate with each executive officer’s roles, responsibilities and experience, and be competitive with peer group company pay levels for similar positions. The CEO recommends to the Talent Committee base salary changes for executive officers (other than himself) based on performance, retention, internal benchmarking, and comparisons to market practices for similar executive officers. Recommendations are reviewed by, and subject to the approval of, the Talent Committee. The following table provides the annual base salary rate for each of our NEOs that was established by the 3M CTC and effective as of the Separation.

  53. 2. Annual Incentive Plan (“AIP”)

    2. Annual Incentive Plan (“AIP”) The Talent Committee designed an AIP to incentivize and reward executives for achieving performance goals that are aligned with the Company’s financial, operational and strategic initiatives. While this CD&A focuses on NEO compensation, the AIP is a broad-based plan that extends beyond NEOs to other employees, including certain senior managers, to emphasize alignment across the organization. At the beginning of each annual performance cycle, the Talent Committee establishes financial performance metrics and goals with target, minimum and maximum thresholds, and sets weightings for each metric. The aggregate of the achieved results is referred to as the “Business Performance Factor.” The AIP is designed so that the Talent Committee will evaluate individual performance for each NEO (other than the CEO) based on recommendations from the CEO, and will determine an individual performance multiplier for each such NEO at the end of the applicable period, taking into account the CEO’s assessment of the achievement of such objectives, as well as strategic and operational goals. The CEO’s individual goals are developed exclusively by the Talent Committee and approved by the full Board. This individual performance multiplier is then applied to the Business Performance Factor to determine the final payout for each NEO, which can result in an increase or decrease of up to 20%. No payment is awarded if AIP minimum performance thresholds are not met. Given that the 2024 performance period did not encompass a full fiscal year, the Talent Committee did not apply an individual performance multiplier to the 2024 AIP Bonus earned based on the Business Performance Factor.

  54. 2. Annual Incentive Plan (“AIP”)

    | | | | 48 | |

  55. 2. Annual Incentive Plan (“AIP”)

    2024 AIP Goals and Actual Performance Performance measures in the following table were utilized to determine the amount for each of the NEOs based on their respective target bonus amounts.

  56. 2. Annual Incentive Plan (“AIP”)

    | Weight | Performance Metric* | Threshold 25% ($) | Target 100% ($) | Maximum 200% ($) | Actual ($) | Payout (as a % of Target) | | 60% | Constant Currency Revenue | 7,542M | 8,198M | 8,854M | 8,296M | 115.0% | | 40% | Adjusted Operating Income | 1,533M | 1,804M | 2,075M | 1,812M | 103.0% | | | | | | Business Performance Factor (C) | | 110.2% |

  57. 2. Annual Incentive Plan (“AIP”)

    * See the section titled “Non-GAAP Financial Measures” for additional information and definitions of these non-GAAP financial measures. Calculation of AIP Payouts The following table presents the performance-based AIP targets as a percentage of base salary, the Business Performance Factor (from the table above), the individual performance multiplier for each NEO (discussed below) and the AIP amounts earned by each NEO for fiscal 2024.

  58. 2. Annual Incentive Plan (“AIP”)

    | Executive | 2024 Annual Base Salary (A) x ($) | AIP Target (% Base Salary) (B) x | Business Performance Factor (C) x | Individual Performance Multiplier (D) = | Final AIP Payout (E) ($) | | Bryan Hanson | 1,350,000 | 1.5x | 110.2 | - | 2,231,550 | | Wayde McMillan | 753,421* | 0.9x | 110.2 | - | 747,243 | | Chris Barry | 815,198* | 1.0x | 110.2 | - | 898,348 | | Tammy Gomez | 572,308* | 0.8x | 110.2 | - | 504,547 | | Amy Landucci | 664,625* | 0.9x | 110.2 | - | 659,175 |

  59. 2. Annual Incentive Plan (“AIP”)

    * Amounts shown represents, where applicable, adjusted annual base salary for the year reflecting any merit-based adjustment approved by the 3M CTC prior to the Separation. The amounts shown for Mr. Barry have been prorated to reflect the portion of the year worked for 3M and the Company. The Talent Committee determined 2024 AIP payouts to our NEOs based solely on the Business Performance Factor. As noted above, the Talent Committee did not apply the individual performance multiplier to the Business Performance Factor in determining the 2024 AIP, nor did it otherwise exercise any discretion to increase or decrease such AIP amounts. Though it acknowledged the negative 1-year Total Shareholder Return result of the Company for the 2024 performance period, the Talent Committee unanimously approved the above-target payout on the AIP considering actual Company achievements against the AIP performance targets and the successful execution of the Separation and start-up activity.

  60. 3. Long-term Equity Awards

    3. Long-term Equity Awards The Talent Committee grants long-term equity awards on an annual basis that vest over a period of multiple years. In 2024, these awards were equally split between PSUs and time-vesting RSUs (“annual PSUs” and “annual RSUs”). The table below presents the annual RSUs and annual PSUs granted to the NEOs for 2024 (i.e., excluding the Make-Whole RSU Awards and Inducement PSUs described in the section titled “Offer Letters and Awards Related to the Separation”). For the annual PSUs, the target award values shown below were used to determine the number of Solventum shares the NEOs received, calculated using the closing sales price of Company common stock on the grant date, rounded up to the nearest whole share.

  61. 3. Long-term Equity Awards

    | 2025 Proxy statement | 49 |

  62. 3. Long-term Equity Awards

    | Executive | Annual PSUs ($) | Annual RSUs ($) | Total Annual Equity ($) | | Bryan Hanson | 6,500,000 | 6,500,000 | 13,000,000 | | Wayde McMillan | 1,800,000 | 1,800,000 | 3,600,000 | | Chris Barry | 1,500,000 | 1,500,000 | 3,000,000 | | Tammy Gomez | 750,000 | 750,000 | 1,500,000 | | Amy Landucci | 837,500 | 837,500 | 1,675,000 |

  63. 3. Long-term Equity Awards

    Performance Share Units (“PSUs”) The Talent Committee places a significant emphasis on performance-based long-term incentives by granting annual PSUs that vest based on Company performance against preset goals. These awards vest at the end of a three-year period and will only vest if the predetermined cumulative performance conditions are achieved, subject to the NEO’s continued service through the applicable vesting date (except as disclosed in the “Potential Payments Upon Termination or Change in Control” section below).

  64. 2024 Performance Metrics

    2024 Performance Metrics For the 2024 – 2026 performance period, in order to focus executives on long-term profitable growth, the Talent Committee approved Constant Currency Revenue and Adjusted Earnings Per Share (EPS) as the performance metrics for the annual PSUs and Inducement PSUs it granted in 2024 (the “2024 PSUs”), with the relative weightings set forth below:

  65. 2024 Performance Metrics

    | 60% | 40% | | Constant Currency Revenue 3 years | Adjusted Earnings Per Share (EPS) 3 years |

  66. 2024 Performance Metrics

    | Metric (Weight) | Threshold Vesting | Target Vesting | Maximum Vesting | | Constant Currency Revenue (60%) | 50% | 100% | 200% | | Adjusted EPS (40%) | 50% | 100% | 200% |

  67. 2024 PSU Goal Setting

    2024 PSU Goal Setting Following the Separation, the Talent Committee conducted an analysis of the various methodologies to set the target, threshold and maximum levels for the 2024 PSUs. For the initial awards, the Talent Committee approved a cumulative three-year performance period with targets to be set on an annual basis. Under this program design, the annual goals would aggregate to three-year cumulative absolute goals where no portion of the award would vest until the end of the three-year performance period and achievement of such three-year cumulative goals. The Talent Committee believed that this approach would maximize the incentive value of the grants while reducing the volatility of payouts given the difficulty of setting long-term goals as a newly public company. In 2025, after further evaluating the 2024 PSU goal setting methodology and with consideration of the Company’s long-range plan, the Talent Committee decided that it was in a better position to set two-year Constant Currency Revenue and Adjusted EPS performance goals for the combined 2025 and 2026 fiscal years (rather than individual one-year goals as originally anticipated). As a result, the three-year cumulative performance goals for the 2024 PSUs will be determined based on the one-year 2024 goals previously set by the Talent Committee and the two-year 2025-2026 goals to be set by the Talent Committee in 2025. The 2025-2026 cumulative performance goals are aligned with the Company’s long-range plan, and the Talent Committee believes that these goals are challenging but achievable as the Company executes against the long-range plan. The Talent Committee believes this adjustment to the performance-goal setting methodology more closely aligns with the long-term interests of our shareholders, enhances the sustainability of our performance objectives and improves the alignment between executive pay and long-term performance. The Company plans to disclose the specific performance goals when it reports on the final earned amount of the 2024 PSUs at the conclusion of the cumulative three-year performance period.

  68. 2024 PSU Goal Setting

    | | | | 50 | |

  69. 2024 PSU Goal Setting

    Regarding annual PSUs to be granted in 2025, the Talent Committee will preset goals for a three-year cumulative performance period and add relative Total Shareholder Return (“TSR”) as an additional performance goal. The Talent Committee believes these goals will be consistent with the Company’s long range plan. Restricted Stock Units (“RSUs”) To strengthen the alignment of executives’ interests with those of long-term shareholders, executives also receive time-vesting annual RSUs. The 2024 annual RSUs vest ratably on an annual basis over three years. Vesting in all cases is subject to the NEO’s continued service through the applicable vesting date, except as disclosed in the “Potential Payments Upon Termination or Change in Control” section below.

  70. 4. Benefits & Other Pay Elements

    4. Benefits & Other Pay Elements The NEOs participate in the same broad-based benefits available to most of the Company’s U.S. employees such as health care, dental, vision, welfare, disability, life insurance, and the VIP (as defined below) 401(k) and retirement plans. The NEOs are also eligible to receive certain additional benefits and perquisites such as additional group term life insurance and relocation assistance for moves required by Solventum. The Company believes that the benefits and perquisites offered generally are similar to those of our peers and assist in attracting and retaining executives. These additional benefits and perquisites generally are provided on a consistent basis only to a limited group of our most senior U.S. employees (including all of the NEOs). Solventum does not provide tax gross ups on any perquisites other than taxable relocation benefits. Retirement Plans The Solventum Portfolio III Voluntary Investment Plan (the “VIP”) is a tax-qualified defined contribution plan, under which eligible employees may contribute a percentage of their eligible pay to their 401(k) accounts and/or their after-tax savings accounts. Eligible employees receive Solventum matching contributions on their pre-tax or Roth 401(k) contributions to the plan on up to five percent of their eligible pay and also receive additional automatic Solventum retirement income contributions equal to three percent of their eligible pay. The Solventum VIP Excess Plan is a non tax-qualified defined contribution plan. Eligibility for this plan and the Company contributions is limited to employees whose compensation exceeds a limit established by Federal income tax laws for tax-qualified defined contribution plans. The plan permits eligible employees to save additional amounts from their current cash compensation beyond the contribution limits established by Federal tax laws, and to receive Company contributions similar to those provided under the tax-qualified VIP. Severance and Change in Control Arrangements Solventum has an Executive Severance Plan and a Change in Control Severance Plan, which provide separation payments and benefits to certain U.S. executives, including the NEOs, in the event of a qualifying termination of their employment. Among other things, these plans are intended to support talent recruitment and retention objectives (especially at times when there are uncertainties around restructurings and reductions in force) and to provide a consistent approach to executive departures. Additional information concerning the benefits made available under the Executive Severance Plan and the Change in Control Severance Plan and the circumstances under which benefits will be made available can be found under the “Potential Payments upon Termination or Change in Control.” Solventum does not provide excise tax gross ups on severance, or any other payments provided in connection with a change-in-control event.

  71. Peer Group Benchmarking

    Peer Group Benchmarking The Talent Committee has developed a compensation peer group to better understand and evaluate the appropriateness and competitiveness of our executive compensation. The analysis, construction and design of the peer group was informed by the peer group data and input from Korn Ferry, the Talent Committee’s independent compensation consultant. Peer Group Criteria In order to compile an appropriate peer group, the Talent Committee reviewed a set of companies that included some or all of these following characteristics:

  72. Peer Group Benchmarking

    | Based in the United States | | Traded on the major US stock exchanges | | Revenues of between 1/3x to 3x Solventum’s revenue | | Health Care industry including Health Care Distributors, Health Care Equipment, Health Care Services, Health Care Supplies, and Life Sciences and Services | | Market positioning and general characteristics similar to Solventum such as a strong growth trajectory, comparable product portfolio and business model, and no announced pending acquisitions |

  73. Peer Group Benchmarking

    2024 Peer Group Based on these criteria, the 2024 peer group included the following companies:

  74. Peer Group Benchmarking

    | Company | GICS Sub-Industry | LTM Revenue ($) | LTM Net Income ($) | Number of Employees | | Medtronic | Health Care Equipment | 32,364 | 3,676 | 95,000 | | Danaher | Life Sciences Tools and Services | 23,737 | 4,402 | 62,000 | | Stryker | Health Care Equipment | 20,963 | 3,361 | 52,000 | | Becton Dickinson | Health Care Equipment | 19,716 | 1,333 | 73,000 | | IQVIA | Life Sciences Tools and Services | 15,069 | 1,357 | 87,000 | | Baxter International | Health Care Equipment | 14,892 | 2,649 | 60,000 | | Boston Scientific | Health Care Equipment | 14,707 | 1,774 | 48,000 | | Zimmer Biomet | Health Care Equipment | 7,452 | 964 | 18,000 | | Intuitive Surgical | Health Care Equipment | 7,319 | 1,988 | 13,676 | | Edwards Lifesciences | Health Care Equipment | 6,143 | 1,414 | 19,800 | | STERIS | Health Care Equipment | 5,139 | 378 | 18,000 | | ResMed | Health Care Equipment | 4,584 | 958 | 10,140 | | Hologic | Health Care Equipment | 3,961 | 467 | 6,990 | | DENTSPLY SIRONA | Health Care Supplies | 3,940 | (95) | 15,000 | | Align Technology | Health Care Supplies | 3,917 | 462 | 21,670 | | | 75th percentile: | 17,393 | 2,318 | 61,000 | | | Median: | 7,452 | 1,357 | 21,670 | | | 25th percentile: | 4,861 | 712 | 16,500 | | Solventum | Health Care Supplies | 8,202 | 1,290 | 22,000 | | | Percentile Rank: | 50th | 42nd | 50th |

  75. Peer Group Benchmarking

    | | | | 52 | |

  76. Compensation Governance and Policies

    Pursuant to the policy, the number of shares required will be calculated using a multiple (based on the table) of annual base salary at the time of appointment to Section 16 reporting officer status, divided by the closing price of Solventum stock on that date, and will be periodically updated and recalculated. Eligible stock includes shares owned directly or indirectly by executives as well as unvested time-based RSUs. For the initial calculation under these guidelines, a covered executive will have five (5) years (from time of appointment to Section 16 reporting officer status) to meet the required level of ownership. Recoupment Policy Solventum has a Recoupment Policy that is intended to comply with Section 10D of the Exchange Act, the rules promulgated thereunder by the U.S. Securities and Exchange Commission (“SEC”), and the corresponding listing rules of the NYSE (together, the “Clawback Rules”), as well as Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. There are two types of events that are covered by the Recoupment Policy. First, in the event the Company is required to prepare an accounting restatement, then the Recoupment Policy requires the Company to recover, reasonably promptly, any erroneously awarded incentive-based compensation received by current and former executive officers of the Company, including the NEOs, in accordance with and subject to certain limited exceptions under the Clawback Rules, regardless of the fault or conduct of the executive or the application of discretion on behalf of the Talent Committee. Second, in the event that there has been (i) an act of misconduct by a Covered Employee (as defined below) that has caused or might reasonably be expected to cause significant financial or reputational harm to the Company or its affiliates, or (ii) an improper or grossly negligent failure of a Covered Employee, including in a supervisory capacity, to identify, escalate, monitor or manage, in a timely manner and as reasonably expected, risks material to the Company or its affiliates, which has caused or might reasonably be expected to cause significant financial or reputational harm to the Company or its affiliates, then, subject to the Recoupment Policy administrator’s discretion, the Recoupment Policy requires the reimbursement or forfeiture of all compensation granted, paid or earned pursuant to the Company’s annual incentive compensation program, long-term incentive program and sales incentive program, including, all incentive-based compensation, annual cash incentive payments, sales incentives, cash bonuses, PSUs, stock options, and RSUs received by a Covered Employee which the administrator of the Recoupment Policy, in its discretion, determines would not have

  77. Compensation Governance and Policies

    been awarded or earned if the circumstances surrounding the Covered Employee’s misconduct or failure of risk management had been known to the administrator. This part of the policy generally applies to employees at the Vice President level or above (“Covered Employees”) in order to promote the Company’s culture of compliance, further develop a compensation scheme that rewards integrity and accountability, and reinforce the Company’s pay-for-performance and compliance compensation philosophy across the entire organization, while furthering the Company’s efforts to mitigate compensation risk. In addition to any other reimbursement or forfeiture described elsewhere in the Recoupment Policy, the Company requires the Chief Executive Officer and the Chief Financial Officer of the Company (and may require, for any other Covered Employee, in the discretion of the administrator of the Recoupment Policy) to reimburse the Company for profits the Covered Employee realized on the sale of Company securities during the 12‑month period following the issuance by the Company of a financial report that, due to the Covered Employee’s misconduct, is materially noncompliant with the federal securities laws. Solventum made no recoupments under the Recoupment Policy in 2024. A copy of the Recoupment Policy is filed as an exhibit to Solventum’s Annual Report on Form 10‑K for the year ended December 31, 2024. Long Term Incentive Grant Practices The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. None of the NEOs received stock option or stock appreciation right awards in 2024. Trading Policy and Prohibition on Pledging and Hedging Solventum has adopted stock trading policies that prohibit insider trading, and also prohibit its directors and executive officers from:

  78. Role of Compensation Consultant

    Role of Compensation Consultant Our Talent Committee has the authority to hire external advisors as appropriate. To provide independent and informed compensation advice, the Talent Committee retained Korn Ferry as its independent compensation consultant. Korn Ferry reports directly to the Talent Committee, and provides market data, analysis and recommendations on trends in CEO, executive and non-employee director compensation, the development of specific executive compensation programs and the composition of the company’s compensation peer group used for market comparisons. Our Talent Committee annually assesses Korn Ferry’s independence and, in accordance with applicable SEC and NYSE rules, confirmed that Korn Ferry’s engagement as independent compensation consultant did not raise any conflicts of interest and that it remains independent under applicable rules. Tax Deductibility of NEO Compensation Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), compensation paid to each of the CEO, the CFO, and certain of our other NEOs (together, “covered employees”) that exceeds $1 million per taxable year is generally non-deductible. Although the Talent Committee may review and consider tax implications as one factor in determining executive compensation, the Talent Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the Company’s covered employees in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its shareholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m) of the Code. Accounting Considerations We follow FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including RSUs and PSUs, based on the grant date fair value of these awards. Depending upon the type of vesting conditions applicable to PSUs, FASB ASC Topic 718 may require the recording of compensation expense over the service period for the award based on the grant date fair value or based on the expected probability of vesting over the vesting period, subject to adjustment as such probability may vary from period to period. In the case of our PSUs which contain financial performance measures, since the service inception date precedes the grant date of the award (as (i) the awards were authorized prior to establishing an accounting grant date, (ii) the NEOs began providing services prior to the grant date, and (iii) there are performance conditions that, if not met by the accounting grant date, will result in the forfeiture of the awards), and the grant date fair value was not determinable in 2024 given the cumulative performance targets in respect of 2025 and 2026 had not yet been set by the Talent Committee, the amount reported in the Summary Compensation Table and Grants of Plan-Based Awards Table is the fair value of the PSUs at the applicable service inception date (May 13, 2024) in accordance with FASB ASC Topic 718. Notwithstanding the accounting treatment for the award, we believe reporting the awards in this manner better reflects the decisions of 3M and the Talent Committee with respect to the PSUs awarded in 2024.

  79. Role of Compensation Consultant

    | 2025 Proxy statement | 55 |

  80. Role of Compensation Consultant

    Talent Committee Report The Talent Committee has reviewed and discussed the contents of this CD&A with Solventum management. Based on this review and discussion, the Talent Committee recommended to the Board that the CD&A be included in this proxy statement. Submitted by: Karen J. May (Chair)

  81. Carrie S. Cox

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO | Fiscal Year 2024 ($) | | | Summary Compensation Table Total | | 39,959,767 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | | (29,589,286) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | | 30,341,226 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | (351,308) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | | 0 | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | (306,813) | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | | 0 | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | | 191,398 | | Compensation Actually Paid | | 40,244,984 |

  82. Carrie S. Cox

    | Reconciliation of Average Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2024 ($) | | | Summary Compensation Table Total | | 8,528,291 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | | (6,838,360) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | | 7,081,120 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | (18,286) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | | 0 | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | | 19,878 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | | 0 | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | | 29,140 | | Compensation Actually Paid | | 8,801,783 |

  83. Compensation Actually Paid vs. Total Shareholder Return

    Compensation Actually Paid vs. Total Shareholder Return

  84. Compensation Actually Paid vs. Total Shareholder Return

    | | Compensation Actually Paid to PEO | | Average Compensation Actually Paid to Other NEOs | | | Solventum TSR | | Peer Group TSR |

  85. Compensation Actually Paid vs. Total Shareholder Return

    | | | | 70 | |

  86. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  87. Compensation Actually Paid vs. Net Income

    | | Compensation Actually Paid to PEO | | Average Compensation Actually Paid to Other NEOs | | Net Income |

  88. Compensation Actually Paid vs. Constant Currency Revenue

    Compensation Actually Paid vs. Constant Currency Revenue

  89. Compensation Actually Paid vs. Constant Currency Revenue

    | | Compensation Actually Paid to PEO | | Average Compensation Actually Paid to Other NEOs | | | Constant Currency Revenue | | |

  90. Compensation Actually Paid vs. Constant Currency Revenue

    | 2025 Proxy statement | 71 |

  91. Compensation Actually Paid vs. Constant Currency Revenue

    | Equity Compensation Plan Information |

  92. Compensation Actually Paid vs. Constant Currency Revenue

    | Equity Compensation Plan Information(1) | A | B | C | | Plan Category (options and shares in thousands) | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A)) | | Equity compensation plans approved by security holders(2) | | | | | Stock options | 3,991 | 106.63 | | | Restricted stock units | 3,341 | | | | Performance share units(3) | 1,448 | | | | Non-employee director deferred stock units | 30 | | | | Total | 8,810 | | 9,465 | | Employee stock purchase plan | — | | 4,000 | | Total | 8,810 | | 13,465 |

  93. Compensation Actually Paid vs. Constant Currency Revenue

    (1)In column B, the weighted-average exercise price is only applicable to stock options. In column C, the number of securities remaining available for future issuance for stock options, RSUs, PSUs, and stock awards for non-employee directors is approved in total and not individually with respect to these items. (2)In connection with the Separation, we adopted the Solventum 2024 Long-Term Incentive Plan and the Solventum Employee Stock Purchase Plan, which plans became effective as of the Separation. (3)The PSUs represent the highest number of securities that would be issued if the maximum performance goals are achieved.

  94. Compensation Actually Paid vs. Constant Currency Revenue

    | Proposal 3 | | Say on Frequency Vote | | | | | The Board recommends that you vote for “EVERY 1 YEAR” for this proposal. | | page 72 | |

  95. Compensation Actually Paid vs. Constant Currency Revenue

    In accordance with Section 14A of the Exchange Act, our shareholders are being asked to vote, on a non-binding, advisory basis, on how frequently they would like to cast future Say on Pay votes. By voting on this proposal, commonly known as a “Say on Frequency” proposal, our shareholders may indicate whether they would prefer that we conduct future advisory votes on NEO compensation once every one, two, or three years. Although the Say on Frequency vote is non-binding, the Board and the Talent Committee value the views of our shareholders and will take into account the results of this year’s Say on Frequency vote in determining the frequency of future Say on Pay votes. After careful consideration of the frequency alternatives, the Board believes that conducting an advisory vote on executive compensation on an annual basis is currently appropriate for Solventum and our shareholders. The Board believes that an

  96. Compensation Actually Paid vs. Constant Currency Revenue

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  97. 17. What happens if a nominee for director declines the nomination or is unable to serve?

    17. What happens if a nominee for director declines the nomination or is unable to serve? If that happens, the persons named as proxies may vote for a substitute nominee designated by the Board to fill the vacancy, or, if no substitute has been nominated, for the remaining nominees, leaving a vacancy, or the Board may reduce its size. The Board has no reason to believe that any of the nominees will be unable or decline to serve if elected.