Amy Landucci

About Amy Landucci

Amy Landucci (age 50) is Solventum’s Chief Information & Digital Officer (CIDO), serving since 2024. She previously led Haleon’s digital/technology carve-out from GSK, held senior technology roles at GSK and Novartis, and began her career in consulting at Accenture; she holds a B.A. in Environmental Studies from Gustavus Adolphus College . Company performance in 2024: net sales $8.3B, adjusted operating income $1.8B, adjusted EPS $6.70, free cash flow $0.8B; the Talent Committee noted the Company’s negative 1‑year TSR but paid above‑target AIP based on operating results .

Past Roles

Organization	Role	Years	Strategic Impact
Haleon	Chief Digital & Technology Officer	Jul 2022 – Apr 2024	Led the technical carveout from GSK to form a standalone consumer healthcare company .
GSK	Senior digital/technology leadership roles	Jul 2017 – Jul 2022	Built digital capabilities across consumer healthcare; preceded Haleon separation .
Novartis	Various technology roles	~2007 – ~2017 (a decade)	Advanced enterprise technology and digital programs in pharma .
Accenture	Consulting	First eight years of career	Technology consulting foundation driving large-scale transformation skills .

External Roles

Organization	Role	Years	Strategic Impact
Healthy Women (non‑profit)	Director	Not disclosed	Governance contribution to leading women’s health information platform .

Fixed Compensation

Item	2024 Amount/Term	Notes
Base Salary (post‑separation)	$669,500	Set pre‑spin by 3M and effective at separation; no further 2024 increase .
AIP Target (% of base)	90%	Solventum AIP is 100% company performance‑based for 2024 .
AIP Payout (actual)	$659,175	Based on Business Performance Factor of 110.2% (no individual multiplier in 2024) .
Hiring Bonus	$701,250	Full repayment if resignation/misconduct before 2‑year anniversary of 1/1/2024 start .

Performance Compensation

Annual Incentive Plan (AIP) – 2024

Metric	Weight	Threshold	Target	Actual	Payout
Constant Currency Revenue ($M)	60%	7,542	8,198	8,296	115.0%
Adjusted Operating Income ($M)	40%	1,533	1,804	1,812	103.0%
Business Performance Factor	—	—	—	—	110.2%

Long‑Term Incentives (PSUs) – 2024 Grant Design

Metric	Weight	Vesting Curve (Threshold/Target/Max)	Vesting Period	Notes
Constant Currency Revenue (cumulative)	60%	50% / 100% / 200%	3 years (2024–2026)	Goals set one year (2024) + two‑year (2025–2026) cumulative; aligned to LRP .
Adjusted EPS (cumulative)	40%	50% / 100% / 200%	3 years (2024–2026)	2025 awards add relative TSR to align payouts with value creation .

Equity Grants – 2024

Grant Date	Instrument	Target/Granted Shares	Grant Date Fair Value	Vesting Terms
05/13/2024	Inducement PSUs	Target 26,529; Thresh 13,265; Max 53,058	$1,675,041	Earn at end of 3‑year period per PSU metrics .
05/13/2024	Annual PSUs	Target 13,265; Thresh 6,633; Max 26,530	$837,552	Earn at end of 3‑year period per PSU metrics .
05/13/2024	Annual RSUs	13,265	$837,552	Ratable on 5/13/2025, 5/13/2026, 5/13/2027 .
02/01/2024	Make‑Whole RSUs	53,841	$3,243,920	Two equal installments on 2/01/2025 and 2/01/2026 .
—	Options	—	—	None granted in 2024 .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership	16,546 shares; <1% of class (based on 173,002,926 shares outstanding 3/5/2025) .
Unvested RSUs (12/31/2024)	53,841 (Make‑Whole; $3,607,806) and 13,265 (Annual; $876,286) at $66.06/share plus dividend equivalents noted in footnote .
PSUs Outstanding (12/31/2024)	Shown at max: 53,058 ($3,505,011) and 26,530 ($1,752,572); payout depends on 3‑year performance .
Ownership Guidelines	Executive Leadership Team: 3× base salary; eligible stock includes unvested time‑based RSUs; 5 years to comply .
Pledging/Hedging	Prohibited for directors and executive officers; short sales, margin accounts, standing orders also prohibited .
Clawback/Recoupment	Dodd‑Frank/NYSE‑compliant policy covering restatements (no‑fault recovery) and misconduct/risk management failures (broader recovery, including RSUs/PSUs) .

Employment Terms

Term	Detail
Offer Letter	Dated Sep 22, 2023 (assumed by Solventum post‑separation) .
Start Date	1/1/2024 (aligned to hiring bonus timing) .
Restrictive Covenants	Two‑year post‑termination non‑compete and non‑solicit; confidentiality obligations .
Severance (Executive Severance Plan)	18 months base pay; AIP continued (capped at target) prorated; prorated RSUs; continued/vested PSUs based on actual performance; Inducement PSUs prorated quarterly during first 12 months; VIP full vest; outplacement .
Change‑in‑Control (CIC) Plan	Double‑trigger; cash severance = (base + target bonus) × 2; pro‑rated AIP at target; RSU acceleration; PSU treatment per award terms; COBRA subsidy; no excise tax gross‑ups .
Estimated Payments (12/31/2024)	Non‑CIC total $8,188,730; CIC total $8,574,712. Components for CIC: cash severance $2,544,100; pro‑rated AIP $659,175; COBRA $42,008; PSUs $876,264; RSUs $4,433,022; VIP $16,643; outplacement $3,500 .
Relocation Benefits	$247,403 relocation, including $119,014 tax gross‑up; included in “All Other Compensation” .

Performance & Track Record

Indicator	2024 Result
Net Sales	$8.3B; +0.7% reported, +1.2% organic .
Adjusted Operating Income	$1.8B .
Adjusted Diluted EPS	$6.70 .
Free Cash Flow	$0.8B .
Talent Committee Commentary	Above‑target AIP despite negative 1‑year TSR given separation execution and financial goal achievement .

Say‑on‑Pay & Governance Signals

2025 Say‑on‑Pay vote: 117,421,361 For; 19,247,470 Against; 866,600 Abstentions; approved .
Shareholders favored annual say‑on‑pay frequency (135,522,957 votes for one‑year cadence) .

Compensation Structure Analysis

Equity‑heavy, at‑risk mix: 81% of other NEO target pay is at risk; 2025 PSUs add relative TSR to sharpen pay-for-performance alignment .
One‑time inducement and make‑whole awards: Inducement PSUs $1.675M and Make‑Whole RSUs $3.244M provide strong retention hooks during separation/integration .
Risk mitigants: Ownership guidelines (3× salary for ELT), prohibitions on hedging/pledging, and robust clawback policy reduce misalignment risks .
Perquisites/gross‑ups: No excise tax gross‑ups; relocation tax gross‑up provided ($119,014) .

Risk Indicators & Red Flags

Hedging/pledging: Prohibited (alignment positive) .
Relocation tax gross‑up: Shareholder‑unfriendly element, but limited to relocation; no CIC excise tax gross‑ups .
Related party transactions: None disclosed involving Ms. Landucci; one disclosed involving CEO’s relative (not related to CIDO) .
Legal/SEC matters: No investigations disclosed involving Ms. Landucci in 2024–2025 filings reviewed .

Compensation Peer Group (Program context)

Program benchmarked using large med‑tech/services peers; Korn Ferry advised; design emphasizes PSUs (revenue/EPS) and RSUs .

Equity Vesting and Insider Selling Pressure

Upcoming Vesting Milestones	Shares/Units
02/01/2025 Make‑Whole RSUs	26,920 (half of 53,841) .
05/13/2025 Annual RSUs	4,422 (one‑third of 13,265) .
02/01/2026 Make‑Whole RSUs	26,921 (remaining half) .
05/13/2026 Annual RSUs	4,422 (second tranche) .
05/13/2027 Annual RSUs	4,421 (final tranche) .
12/31/2026 PSUs (annual & inducement)	Earn based on 3‑year cumulative performance .

These schedules create episodic liquidity windows; prohibition on hedging/pledging applies, and trading must conform to insider policy/10b5‑1 plans .

Investment Implications

Retention risk low near term: Large make‑whole RSUs ($3.244M) and inducement PSUs ($1.675M) vest over 2024–2026, encouraging continuity through separation and systems carve‑out completion .
Pay-for-performance improving: 2025 addition of relative TSR to PSUs tightens alignment after 2024 above‑target AIP despite negative 1‑year TSR; watch PSU goal‑setting disclosures in future proxies for rigor .
Insider supply cadence: RSU tranches in 2025–2027 may introduce modest selling pressure around vest dates; monitor Form 4s and any 10b5‑1 adoptions near those windows .
Governance safeguards robust: Ownership guidelines (3×), clawback, and anti‑hedging/pledging policies reduce alignment/behavioral risk; limited use of tax gross‑ups (relocation only) is a minor negative .