Solventum Corp DEF 14A, filed Mar 27, 2026

Solventum Corp (SOLV)

DEF 14A 2026-03-27 For: 2025-12-31

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Added on June 12, 2026

About this DEF 14A

Solventum Corp filed this DEF 14A on March 27, 2026.

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☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑			No fee required
☐			Fees paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


			Time and date: May 15, 2026 9:00 a.m. Eastern Daylight Time

			How to attend: Virtual via live webcast at: www.virtualshareholder meeting.com/SOLV2026

			Record date: March 19, 2026

			Mailing date: We expect that the proxy materials or a notice of internet availability will be mailed and made available to shareholders beginning on or about March 27, 2026.



			Voting information
						Online: at: www.proxyvote.com

						At virtual meeting on May 15, 2026: at: www.virtualshareholdermeeting.com/SOLV2026

						By phone: Call: 1-800-690-6903

						By mail: Sign and return Proxy Card (if you received a paper copy of the proxy materials)


L etter from o ur B oard c hair		2

M essage from our chief executive officer		3

Solventum at a glance		5

Proxy s tatement s ummary		8



	Proposal 1: Election of Class I I Directors	12


Majority vote standard for election of directors		12

D irectors’ skills, backgrounds and expertise		13

202 6 D irector nominees		14

C ontinuing directors		18

B oard composition and leadership structure		26

B oard committees		27

K ey a reas of B oard o versight		29

202 5 D irector compensation		31

S ustainability and social impact		33

Our sustainability governance structure		33

C orporate governance		34

P olicies on corporate governance		34

C lassified board and phase out		35

D irector independence		35

L imit on other directorships		35

D irector tenure and term limits		36

202 5 S hareholder outreach program		36

B oard self-evaluation process		37

B oard meetings, attendance and executive sessions		37

B oard’s role in executive succession planning and development		38

D irector education		38

C ommunications with directors		38

N ominations for directors		39

C ertain relationships and related person transactions		39

Agreements with 3M		40


	Proposal 2: Advisory Vote on Executive Compensation	42


C ompensation discussion and analysis		43


2025 N amed executive officers						43

A pay structure that aligns with our compensation philosophy						43

202 5 P erformance summary						45

202 5 P ay elements						47

Peer group benchmarking						53

Compensation governance and policies						54

Separation from 3M						55

T rading policy and prohibition on pledging and hedging						55

C ompensation tables						58

S ummary compensation table						58

2025 All other compensation						59

G rants of plan-based awards						60

O utstanding equity awards at fiscal year-end 202 5						61

O ption exercises and stock vested during 202 5						62

N on-qualified deferred compensation						63

P otential payments upon termination or c hange in c ontrol (“CIC”)						64

E stimate of potential payments upon termination						65

CEO pay ratio						68

P ay versus performance table						69

Five most important measures for linking NEO pay to company performance						71

P ay versus performance relationship disclosures						71

E quity compensation plan information						73



	Proposal 3 : Ratification of PwC as Auditor	74


R eview and engagement		75

A udit committee pre-approval of services of independent registered public accounting firm		76

A udit committee report		76

S ecurity ownership of certain beneficial owners		77

Q uestions & answers about the annual meeting		79

O ther matters		85

F orward looking statements		86

Non-GAAP financial measures		88


			70+ year history of innovation						20,000+ employees

			6,700+ patents issued						100,000+ customers and channel partners globally in 90+ countries



	Total company sales1	2025 highlights


MedSurg Provides advanced wound care, infection prevention and surgical solutions intended to accelerate healing, prevent complications and lower the total cost of care globally	58%	•Specialized commercial organization delivering results •Negative pressure wound therapy growth •Strong brand equity and momentum from recent product launches in infection prevention & surgical solutions


Dental Solutions Offers the most comprehensive dental solutions for patients to enjoy healthy, beautiful smiles through game-changing innovation	16%	•Strong existing brands •Recent product launches and sales channel specialization •Service level and backorder improvements


Health Information Systems Delivers innovative software solutions and services, designed to eliminate revenue cycle waste, create more time for patient care and support the shift to value-based care	16%	•Strong growth in revenue cycle management •Continued adoption and international expansion of 360 EncompassTM •Progress in autonomous coding with customers and partners


Purification & Filtration (P&F) Filters and membranes for use in the manufacturing of biopharmaceutical and medical technologies, microelectronics and food and beverage products	•Announced the sale of the Purification & Filtration business to Thermo Fisher Scientific on Feb. 25, 2025	•Amended the transaction for Solventum to retain the drinking water filtration business on June 25, 2025	•Closed sale transaction with Thermo Fisher Scientific on Sept. 1, 2025


			Our strategy Solventum unveiled its Long-Range Plan (LRP), focused on accelerating its growth strategy and strengthening its position in a rapidly changing healthcare environment. Three-phased transformation plan The Company has been executing a three-phased transformation plan, and the LRP reflects the foundational improvements implemented over the last year. •Capture hearts and minds and stabilize the business: Actions taken to drive mission and culture, refresh talent and harmonize the executive team, and enhance execution with metrics to the business. •Enhance strategic focus: Solventum is executing a clear plan to drive revenue growth, margin expansion, and cash flow improvement with a focus on high-potential markets. Over the past year, the Company has aligned its key growth drivers across its business segments. •Portfolio optimization: Solventum made important strides on its portfolio optimization plan with the completed sale of P&F in September 2025, the net proceeds of which Solventum used primarily to pay down debt. With the enhanced financial flexibility afforded from the divestiture, Solventum completed its first tuck-in acquisition of Acera Surgical in December 2025 and expanded its capital allocation strategy with the Company’s first $1 billion share repurchase program.The Company will continue to evaluate market opportunities and invest in R&D and CapEx to support innovation and top-line growth.


Three business segments

Operating segments		Top products globally

	Medical Surgical (MedSurg) is a provider of a broad range of innovative, advanced wound care and surgical solutions that are intended to accelerate healing, prevent complications and lower the total cost of care globally.


	Dental Solutions is a provider of a comprehensive suite of dental and orthodontic products that span the life of the tooth, which are intended to address clinical needs in prevention, restoration, replacement, and malocclusion correction.


	Health Information Systems is a provider of software solutions and services that are designed to create more time for clinicians to care for patients, improve accuracy in healthcare reimbursement, and support the shift to value-based care.



Class II Directors with terms expiring at the 2026 annual meeting



Class III Directors with terms expiring at the 2027 annual meeting



Class I Directors with terms expiring at the 2028 annual meeting


Letter from our Board chair


Table of contents



			Voting standard Nominees for Class II director must receive a majority of the votes cast in person or by proxy on the election of directors in order to be elected as a director. This means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election.



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 are each an audit committee financial expert. In addition, our Board determines that each of the members of the Audit Committee are 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.



Our Board has determined that each member of the Governance Committee is independent, as defined by the rules of the NYSE and in accordance with Solventum’s Director Independence Guidelines.



Oversight of risk management


The Board’s, its committees’ and management’s focus on the Company’s risks and other matters are shown below. Further detail on how specific oversight responsibility is delegated among the committees can be found under “Board Committees.”


Board oversight
•Business strategy •Sustainability and human resources strategies •Company, structure and talent strategy •Management’s reports on significant risks •Digital strategy and technology innovation and adoption (including AI)			•Merger, acquisition and divestiture execution •Operating model transformation •Market, policy and geopolitical trends •Competition •Supply chain •CEO succession planning


Name	Leadership roles held during 2025	Fees earned or paid in cash ($)(1)	Stock awards ($)(2)	Total ($)


Carlos Albán		120,000	225,006	345,006


Carrie S. Cox	Board chair	170,000	325,046	495,046


Susan D. DeVore	Governance Committee chair	135,000	225,006	360,006


Shirley A. Edwards		120,000	225,006	345,006


Glenn A. Eisenberg	Audit Committee chair	145,000	225,006	370,006


Dr. Bernard A. Harris, Jr.		120,000	225,006	345,006


Karen J. May	Talent Committee chair	140,000	225,006	365,006


Elizabeth A. Mily		120,000	225,006	345,006


John H. Weiland	Science, Technology and Quality Committee chair	135,000	225,006	360,006


Amy A. Wendell		120,000	225,006	345,006


Darryl L. Wilson		120,000	225,006	345,006



Sustainability governance


Attendees			Topics


Board of directors


Governance Committee Audit Committee			Sustainability strategy and key initiatives: Sustainability regulation and mandatory reporting \| Performance on public-facing goals, targets, and commitments \| Risks and opportunities



Enterprise leadership team


CEO \| Direct Reports			Approve enterprise level Sustainability strategy; Review and approve public-facing goals and targets; Review risks and opportunities



ESG & sustainability advisory committee


Legal \| Finance \| Strategy \| Supply Chain \| HR \| R&D \| Product Stewardship \| IT			Review and align on Sustainability strategy; Support development and approval of Sustainability priorities, goals and initiatives; Resolve roadblocks



The current versions of the following documents are available in the Governance section of our website, www.solventum.com:


•Corporate Governance Guidelines •Board of Directors Code of Business Conduct and Ethics •Director Independence Guidelines •Audit Committee Charter •Governance Committee Charter •Talent Committee Charter •Science, Technology and Quality Committee Charter



•Robust board oversight of risks, including relating to artificial intelligence, tariffs, and cybersecurity •The Board’s role in supporting strategic execution and holding management accountable •Ensuring strong corporate and compensation governance			•Ensuring organizational health and stability through talent oversight •Overseeing execution of the company’s Long Range Plan



1 Director feedback is solicited on an individual basis through written questionnaires	2 Feedback reviewed by Chief Corporate & Legal Affairs Officer; summary of feedback and recommendations shared with Chair, CEO, and Governance Committee Chair	3 Summary of feedback and recommendations shared with each Committee chair for discussion at next Committee meeting and development of action plan for implementation of changes	4 Board discusses feedback and recommendations and development of Board and Committee action plans; works with senior management on implementation of changes



Separation and distribution agreement			The separation and distribution agreement contains key provisions related to the Separation, including the transfer of assets and assumptions of liabilities. In connection with this agreement, certain assets and liabilities included in the Company’s consolidated balance sheet as of March 31, 2024 were retained by 3M and certain assets and liabilities not included in the Company’s consolidated balance sheet as of March 31, 2024 were transferred to Solventum as of the Separation.



Transition agreements			Transition services agreements include services that 3M will provide to Solventum and its affiliates, and Solventum and its affiliates will provide to 3M and its affiliates, on an interim, transitional basis. •Transition services agreement. Includes various services, including, but not limited to, information technology support and access, logistics services, certain finance support functions, compliance reporting, human resources and toxicology laboratory support services. The transition services agreement has an overall term of two years, subject to a potential one-year extension as determined by the parties, which in certain cases the parties have agreed to. •Transition distribution services agreement. Provides that 3M and its affiliates will retain inventories of and purchase certain Solventum products from Solventum and its subsidiaries and distribute those products to Solventum’s customers. The transition distribution services agreement has an overall term of two years, with shorter terms for individual countries, subject to a potential one-year extension as determined by the parties. •Transition contract manufacturing agreement. Solventum and 3M will manufacture certain products of the other party at specified manufacturing sites and will supply such products to the other party, in each case on a transitional basis to allow for the orderly exit of production at the supplier site and relocation. The transition contract manufacturing agreement has an overall term of three years, with the terms of individual services ranging from eighteen to thirty-six months, subject to potential extensions in certain circumstances as determined by the parties.



Tax matters agreement			The tax matters agreement governs the parties’ respective rights, responsibilities and obligations with respect to taxes (including responsibility for taxes, entitlement to refunds, allocation of tax attributes, preparation of tax returns, control of tax contests and other tax matters). In addition, the tax matters agreement imposes certain restrictions on Solventum and its subsidiaries (including restrictions on share issuances, business combinations, sales of assets and similar transactions) that are designed to preserve the tax-free status of the distribution and certain related transactions.



Employee matters agreement			The employee matters agreement allocates liabilities and responsibilities relating to employment matters, employee compensation and benefits plans and programs and other related matters. The employee matters agreement provides that, unless otherwise specified, each party will be responsible for liabilities associated with current and former employees of such party and its subsidiaries. For the U.S. qualified and non-qualified defined benefit pension plans, Solventum established plans that mirror the corresponding 3M plans and assumed all obligations under 3M’s plans for the accrued benefits of current and former Solventum employees. The employee matters agreement also governs the terms of equity-based awards granted by 3M prior to the Separation.



Real estate license agreements			Solventum or one of its affiliates, as licensee, has entered into certain real estate license agreements with 3M or one of its affiliates, as licensor, pursuant to which Solventum will be able to continue to use certain premises owned or leased by 3M for a limited period of time following the Separation. Pursuant to the real estate license agreements, 3M will provide customary building services to the licensee consistent with the property’s use prior to the Separation, including, without limitation, basic utilities, janitorial and trash removal services, maintenance services and employee amenities. The terms of the real estate license agreements are generally two years or less.



Master supply agreements			3M and Solventum entered into master supply agreements in connection with the Separation under which each agrees to supply the other with certain products. The term of the master supply agreements will initially be three years, which will extend automatically, with the length of the term extension subject to the parties’ ability to identify a third-party supplier and the ability for such third-party supplier to provide validated production samples.


			RESOLVED, that the shareholders of Solventum Corporation (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the proxy statement for the Company’s 2026 Annual Meeting of Shareholders.



			Voting standard The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on the matter is required to approve the advisory, non-binding proposal concerning the compensation of our NEOs as disclosed in this proxy statement.