Bryan Hanson
About Bryan Hanson
Bryan Hanson (age 58) is Chief Executive Officer of Solventum (SOLV) and a member of its Board of Directors. He joined 3M’s Health Care Business Group as CEO in 2023 to lead the spin, and has led Solventum since its April 1, 2024 listing, bringing 30+ years in med‑tech leadership across Zimmer Biomet, Medtronic and Covidien, with executive programs completed at Kellogg and Harvard Business School . In 2024, Solventum delivered net sales of $8.3B (+0.7% reported; +1.2% organic), adjusted operating income of $1.8B, adjusted EPS of $6.70, and free cash flow of $0.8B, but posted a negative partial‑year TSR since listing (value of $100 fell to $95.60 through year‑end) . Governance is anchored by an independent Board Chair (Carrie S. Cox) and fully independent Board committees; Hanson receives no additional pay for his director service .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Solventum Corporation | Chief Executive Officer | 2024 – present | Leads standalone strategy and execution post spin from 3M, with focus on profitable growth, portfolio alignment, and multi‑year transformation . |
| 3M – Health Care Business Group | Chief Executive Officer | 2023 – 2024 | Prepared the health care business for separation and public listing as Solventum . |
| Zimmer Biomet Holdings, Inc. | President & Chief Executive Officer | 2017 – 2023 | Led global med‑tech portfolio optimization and growth initiatives . |
| Medtronic plc | Executive Vice President | 2015 – 2017 | Senior leadership in global med‑tech operations . |
| Covidien plc | SVP & Group President; President, Energy‑based Devices | 2006 – 2015 | Drove innovation and M&A in surgical technologies and energy devices . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Walgreens Boots Alliance, Inc. | Director (public company) | Current | Current public company directorship . |
| Zimmer Biomet Holdings, Inc. | Director (public company) | Prior | Prior public company directorship . |
Fixed Compensation
| Component | 2024 Detail | Source |
|---|---|---|
| Base Salary | $1,350,000 (post‑Separation annual rate) | |
| Target Bonus % | 150% of base salary (AIP target 1.5x) | |
| 2024 AIP Business Performance Factor | 110.2% | |
| 2024 AIP Payout (Actual) | $2,231,550 | |
| Hiring/Make‑Whole Cash | $13,000,000 (paid in two equal installments; second paid 9/1/2024) |
Performance Compensation
| Incentive | Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout/Design |
|---|---|---|---|---|---|---|---|
| Annual Cash Incentive (AIP) | Constant Currency Revenue | 60% | $7,542M | $8,198M | $8,854M | $8,296M | 115.0% on metric; overall Business Performance Factor 110.2% (no individual modifier in 2024) . |
| Annual Cash Incentive (AIP) | Adjusted Operating Income | 40% | $1,533M | $1,804M | $2,075M | $1,812M | 103.0% on metric; overall Business Performance Factor 110.2% . |
| 2024 PSUs (3‑yr; 2024–2026) | Constant Currency Revenue (cumulative) | 60% | 50% vest | 100% vest | 200% vest | Goals set via one‑year 2024 plus two‑year 2025–2026 cumulative targets; cliff‑vest at end of 3 years | . |
| 2024 PSUs (3‑yr; 2024–2026) | Adjusted EPS (cumulative) | 40% | 50% vest | 100% vest | 200% vest | Same as above | . |
| 2025 PSU Design Update | Add Relative TSR | n/a | n/a | n/a | n/a | 2025 awards to include Relative TSR in addition to financial metrics | . |
| Equity Grants (2024 cycle) | Grant Date | Type | Shares/Target | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Inducement PSU (target) | 05/13/2024 | PSUs | 253,406 target (max 506,812) | $16,000,055 | 3‑yr cumulative (2024–2026) on Constant Currency Revenue (60%) and Adjusted EPS (40%) . |
| Annual PSU (target) | 05/13/2024 | PSUs | 102,946 target (max 205,892) | $6,500,010 | 3‑yr cumulative (2024–2026) on same metrics; cliff at end of period . |
| Annual RSU | 05/13/2024 | RSUs | 102,946 | $6,500,010 | 1/3 each on 5/13/2025, 5/13/2026, 5/13/2027 . |
| Make‑Whole RSU | 09/01/2023 | RSUs | Converted at Separation (134,522 unvested at 12/31/2024) | $13,000,000 original grant; $589,211 incremental fair‑value on conversion 4/1/2024 | Vests 1/2 on 9/1/2025 and 1/2 on 9/1/2026 . |
Notes:
- No stock options or SARs were granted to NEOs in 2024 .
- For 2024, over 92% of CEO target direct compensation is at risk (pay‑for‑performance) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/5/2025) | 40,793 shares; less than 1% of outstanding; part of 173,002,926 shares outstanding . |
| Unvested RSUs at 12/31/2024 | 134,522 (Make‑Whole RSUs; vests 9/1/2025 & 9/1/2026); 102,946 (Annual RSUs; vests 2025–2027); total RSU market value components disclosed in table . |
| Outstanding PSUs at 12/31/2024 | 506,812 (Inducement PSUs max) and 205,892 (Annual PSUs max); target shares equal half of those; value disclosure provided in proxy . |
| 2024 Vesting Activity | 67,261 shares acquired on vesting (from 9/1/2023 RSUs) in 2024; value realized $4,439,278 (includes dividend equivalents) . |
| Stock Ownership Guidelines | CEO: 6x base salary; 5 years to comply; unvested time‑based RSUs count toward compliance . |
| Anti‑Hedging/Pledging | Directors/executives prohibited from hedging, shorting, placing standing orders, maintaining margin accounts, or pledging company stock . |
| Clawback Policy | Clawback compliant with SEC/NYSE rules; applies to restatements and specified misconduct; no recoupments in 2024 . |
Implication: Multiple large vesting events through 2027 (notably 9/1/2025, 5/13/2025, and 2026 PSU settlement) could create periodic supply/withholding events; hedging/pledging prohibitions reduce alignment risk .
Employment Terms
| Term | Key Provisions (Bryan Hanson) |
|---|---|
| Start Date | 9/1/2023 (3M); Solventum CEO since 2024 . |
| Offer Letter/One‑Time Awards | Hiring bonus $2,700,000 (repayment if termination before 2‑yr anniversary); Make‑Whole Cash $13,000,000 (two installments); Make‑Whole RSUs $13,000,000; Inducement PSUs $16,000,000 target value . |
| Benefits/Perqs | Personal use of corporate aircraft up to 65 hours/year; incremental cost of $151,900 in 2024 . |
| Non‑Compete/Non‑Solicit | Two‑year post‑termination non‑compete and non‑solicit; confidentiality covenants (state‑specific modifications) . |
| Executive Severance Plan (non‑CIC) | If terminated without misconduct or for Good Reason: salary continuation for 24 months; AIP continuation (capped at 100% of target) during severance period; prorated RSU vesting; PSUs continue and settle based on actual performance; Inducement PSUs prorated in year 1; Make‑Whole RSUs accelerate for CEO . |
| Change‑in‑Control Severance Plan (CIC) | If terminated without misconduct or for Good Reason in CIC period: cash severance = 2.5x (base + target AIP) for CEO; pro‑rated AIP (target); COBRA cash equivalent for 30 months; equity acceleration/treatment per plan (no 2024 grants under CIC‑effective terms); no excise tax gross‑ups; better‑after‑tax cutback provision may apply . |
| Example Severance Values (12/31/2024) | Estimated totals: Non‑CIC qualifying termination $36.9M; CIC qualifying termination $34.3M; Death/Disability $41.5M (includes equity and benefits; methodology per proxy) . |
Board Governance and Service
- Role: CEO and director (Class III); not Board Chair; independent Chair is Carrie S. Cox; Board committees are 100% independent .
- Committees: Hanson is not listed on Board committees (Audit, Talent, Governance, Science/Technology/Quality) which are led by independent directors .
- Director compensation: Hanson receives no additional compensation for Board service .
- Independence/Dual‑role implications: Separation of Chair and CEO mitigates concentration of power; all committees independent .
Related Party and Other Risks
- Related person transaction: CEO’s brother‑in‑law, Doug Jones, hired as MedSurg VP Sales US & Canada in August 2024; total cash comp approx. $525,000 plus equity; approved by Governance Committee per policy .
- Trading policy: Strict prohibitions on hedging/pledging and margin accounts; pre‑clearance and window restrictions or 10b5‑1 plans required .
- Say‑on‑Pay: First advisory vote as a public company; Board recommends FOR; program emphasizes >92% at‑risk CEO pay with rigorous metrics .
- AIP payout despite negative initial TSR: Committee approved above‑target AIP (110.2%) based on achievement vs preset financial goals and successful separation execution, acknowledging the negative 1‑year TSR in 2024 .
Compensation Committee (Talent Committee) and Peer Benchmarking
- Talent Committee (independent): Chair Karen May; members include Albán, Cox, Edwards, Wilson; uses Korn Ferry as independent advisor; conducts annual risk assessment .
- Peer group: Medtronic, Danaher, Stryker, Becton Dickinson, IQVIA, Baxter, Boston Scientific, Zimmer Biomet, Intuitive Surgical, Edwards Lifesciences, STERIS, ResMed, Hologic, DENTSPLY SIRONA, Align Technology; CEO target pay positioned competitively vs peers .
Multi‑Year Compensation and Ownership Snapshot (2024 focus)
| Metric | 2024 |
|---|---|
| Summary Compensation Table Total | $39,959,767 . |
| Salary | $1,350,000 . |
| Stock Awards (RSUs + PSUs fair value basis per FASB rules) | $29,589,286 . |
| Non‑Equity Incentive (AIP) | $2,231,550 . |
| Other Compensation (incl. aircraft, retirement contributions) | $288,931 . |
| Beneficial Ownership (3/5/2025) | 40,793 shares; <1% of outstanding . |
| Unvested RSUs at 12/31/2024 | 134,522 (9/1/2023 grant); 102,946 (5/13/2024 grant) . |
| Outstanding PSUs at 12/31/2024 (max basis) | 506,812 (Inducement); 205,892 (Annual) . |
Investment Implications
- Pay‑for‑performance alignment and retention: The mix is heavily at‑risk (>92% for CEO), with rigorous AIP and multi‑year PSU metrics (revenue and EPS), plus a 2025 addition of Relative TSR—supportive for long‑term alignment and reducing “pay for failure” risk .
- Near‑term selling pressure risk: Significant scheduled RSU vestings (9/1/2025; 5/13/2025/2026/2027) and PSU settlement in 2026 may create periodic supply, though 10b5‑1 plans and anti‑hedging/pledging policies mitigate adverse optics .
- Severance/CIC economics: Robust double‑trigger CIC (2.5x base+target AIP; COBRA 30 months) and continued/accelerated equity provisions offer strong retention but represent potential change‑in‑control cost; no excise tax gross‑ups .
- Governance quality: Independent Chair and fully independent committees offset CEO/director dual‑role concerns; Hanson receives no director fees. A related‑party hire was disclosed and governed by policy; monitor for ongoing optics .
- Execution and track record: 2024 results at high end of expectations post‑separation and above‑target AIP factor; however, initial partial‑year TSR was negative—watch for sustained revenue and EPS delivery into 2025–2026 PSU targets and portfolio optimization outcomes .
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