Amy Wendell
About Amy A. Wendell
Independent director at Solventum (SOLV). Age 64, appointed April 1, 2024, following Solventum’s spin from 3M; serves on the Governance Committee and the Science, Technology & Quality (STQ) Committee. Background spans senior strategy and business development leadership across medtech and healthcare banking/advisory (Covidien SVP Strategy & BD; Senior Advisor roles at McKinsey and Perella Weinberg). Board determined all non-CEO directors are independent; Governance and STQ committees are composed entirely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covidien plc | Senior Vice President, Strategy & Business Development | 2006 – 2015 | Led M&A, portfolio management, spin-offs; resource allocation and new market opportunities . |
| McKinsey & Company | Senior Advisor, Strategy & Corporate Finance | 2015 – 2018 | Strategic counsel on portfolio optimization and transaction execution . |
| Perella Weinberg Partners | Senior Advisor, Healthcare Investment Banking | 2016 – 2019 | Healthcare M&A advisory, valuation and deal structuring . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AxoGen, Inc. | Director | Current (as of 2025 proxy) | Committee assignments not disclosed in SOLV proxy . |
| Baxter International, Inc. | Director | Current (as of 2025 proxy) | Committee assignments not disclosed in SOLV proxy . |
| Hologic, Inc. | Director | Current (as of 2025 proxy) | Committee assignments not disclosed in SOLV proxy . |
Board Governance
| Item | Detail |
|---|---|
| SOLV Committees | Governance Committee (member); Science, Technology & Quality Committee (member) . |
| Chair roles | None at SOLV (Committee Chairs: Governance—Susan DeVore; STQ—John Weiland) . |
| Independence | Board determined all directors other than CEO are independent; Governance and STQ Committees fully independent . |
| Attendance | In 2024, Board held 7 meetings; committees held 18; all directors attended ≥75% of applicable meetings . |
| Tenure | Appointed April 1, 2024 (initial class elections begin 2025; Board declassifying by 2028) -. |
| Executive sessions | Independent directors meet in executive session each scheduled Board meeting; chaired by independent Board Chair . |
| Overboarding policy | Non-CEO directors limited to four public boards (including SOLV); Wendell serves on SOLV + three others, at the stated limit . |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Earned/paid in 2024 (prorated from standard $120,000 due to April 1 start) . |
| Committee chair fees | $0 | Not a chair; chair fees range $15k–$25k per committee (policy) . |
| Other cash/meeting fees | $0 | No meeting fees disclosed . |
| Total cash | $90,000 | 2024 actual . |
Performance Compensation (Director Equity)
Note: SOLV’s non-employee director equity is time-vested RSUs (not performance-based).
| Grant/Equity | Grant-date value | Vesting | Position as of 12/31/2024 |
|---|---|---|---|
| Annual RSU | $225,000 | 1-year vesting | Included in $350,000 total 2024 stock awards . |
| One-time “Founder’s” RSU | $125,000 | 2-year cliff vest | Included in $350,000 total 2024 stock awards . |
| Unvested RSUs held | — | — | 5,544 unvested RSUs (for each non-employee director other than the Chair) . |
| Total 2024 equity | $350,000 | Time-based RSUs only | Director stock awards (no options) . |
Observations: 2024 mix ~80% equity ($350k of $440k total), aligned with long-term shareholder focus; the one-time Founder’s grant inflates first-year equity and will roll off in future years .
Other Directorships & Interlocks
| Company | Sector overlap | Potential interlock/consideration |
|---|---|---|
| Baxter International, Inc. | Medtech/equipment | Strategic/industry overlap with SOLV’s medtech segments; no related-party transactions disclosed involving Wendell . |
| Hologic, Inc. | Medtech/equipment | Industry overlap; no related-party transactions disclosed involving Wendell . |
| AxoGen, Inc. | Biotechnology/medical devices | Industry overlap; no related-party transactions disclosed involving Wendell . |
Solventum’s Governance Committee administers related-person transaction reviews; 2024 disclosure includes only a CEO family relationship (not involving Wendell) and spin-related agreements with 3M; no Wendell-related transactions disclosed -.
Expertise & Qualifications
- M&A, portfolio strategy, spin-offs, resource allocation; deep valuation and transaction execution experience .
- Healthcare industry expertise across medtech and advisory; international/global operations exposure .
- Quality/regulatory and product development oversight in highly regulated industries .
- Risk management and human capital oversight through executive and board roles .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/5/2025) | Not listed with a share count; below 1% of outstanding (table shows “—” for Wendell; “*” denotes <1%) . |
| Unvested RSUs | 5,544 unvested RSUs as of 12/31/2024 (per director other than Chair) . |
| Ownership guidelines | Non-executive directors: 5× annual board retainer . |
| Hedging/pledging | Prohibited for directors and officers under trading policy; margin accounts and short sales also prohibited . |
Insider Trades
| Date | Transaction | Shares/Value | Source |
|---|---|---|---|
| — | No insider transactions for Amy A. Wendell disclosed in the 2025 proxy (Form 4 references in the proxy pertain to other insiders) | — | -. |
Governance Assessment
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Strengths
- Independent director with substantial healthcare M&A and portfolio expertise; sits on Governance and STQ Committees that oversee ERM, board composition, R&D, quality and regulatory risk—areas central to early post-spin execution .
- Equity-heavy director pay and strict anti-hedging/pledging rules align interests; stock ownership guideline requires 5× annual retainer .
- Attendance threshold met (≥75%), and SOLV employs independent chair leadership with regular executive sessions, supporting independent oversight .
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Watch items
- Overboarding limit: Company policy caps non-CEO directors at four public boards; Wendell serves on SOLV plus three public boards (AxoGen, Baxter, Hologic), placing her at the policy limit. Monitor time-commitment risk and potential perception of interlocks in overlapping medtech ecosystems, though no related-party transactions involving Wendell are disclosed .
- First-year equity includes one-time “Founder’s” RSU grant; expect equity value to normalize lower in subsequent years (reducing apparent pay inflation) .
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RED FLAGS
- None disclosed specific to Wendell: no related-party transactions; no pledging; committees are 100% independent; attendance threshold met .