Carlos Albán
About Carlos Albán
Independent director of Solventum (SOLV) and member of the Governance and Talent Committees; age 62. Prior roles include Vice Chairman and Chief Commercial Officer at AbbVie (2018–2021) and multiple senior international commercial leadership roles at Abbott Laboratories (2004–2012 and earlier), bringing deep biopharma go‑to‑market expertise to Solventum’s board. The board classifies him as a Class II continuing director; the company states that all directors other than the CEO are independent under NYSE standards and the company’s Director Independence Guidelines. All directors, including Mr. Albán, attended at least 75% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| AbbVie, Inc. | Vice Chairman, Chief Commercial Officer | 2018–2021 | Led global commercial operations during period of significant expansion; healthcare market leadership experience. |
| AbbVie, Inc. | EVP, Commercial Operations | 2013–2018 | Oversaw commercial growth and development. |
| Abbott Laboratories, Inc. | SVP, Proprietary Pharmaceutical Products, Global Commercial Operations | 2011–2012 | Global commercial leadership in regulated markets. |
| Abbott Laboratories, Inc. | SVP, International Pharmaceuticals | 2009–2011 | Oversaw multiple worldwide regions. |
| Abbott Laboratories, Inc. | VP roles (Western Europe & Canada; European Operations; Northern Europe; Portugal GM) | 2002–2009 | Deep international operating experience across EMEA. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SpringWorks Therapeutics, Inc. | Director | Current | Current public company directorship; potential information flow from biotech sector. |
Board Governance
- Committees: Governance Committee (member); Talent Committee (member). Governance met 4 times in 2024; Talent met 5 times.
- Independence: Board affirms all directors other than the CEO are independent under NYSE and company guidelines.
- Attendance: Board held 7 meetings and committees held 18 meetings in 2024; all directors attended ≥75% of meetings.
- Leadership structure: Independent Chair (Carrie S. Cox); committee chairs: Governance (Susan DeVore), Talent (Karen May).
- Classified board: phased declassification to annual elections by 2028; Albán listed among Class II continuing directors.
- Executive sessions: Independent directors meet without management at each regularly scheduled Board meeting.
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $90,000 | Prorated vs. $120,000 standard annual director retainer. |
| Equity awards (RSUs) | $350,000 | Includes $225,000 annual RSU (1‑year vest) + $125,000 one‑time “Founder’s grant” (2‑year cliff). |
| Total | $440,000 | Director equity aligns interests with long‑term performance; no meeting fees. |
- Standard structure: $120,000 annual cash retainer; annual RSU $225,000 (1‑year vest); Founder’s grant $125,000 (2‑year cliff) for 2024; Chair and Committee Chair retainers not applicable to Albán.
- As of 12/31/2024, each non‑employee director (other than the Chair) held 5,544 unvested RSUs.
Performance Compensation (Director)
| Element | Metric(s) | Vesting / Payout | Status |
|---|---|---|---|
| Annual Director Equity | None (time‑based RSUs) | Annual RSUs vest after 1 year | No performance metrics in director pay. |
| 2024 Founder’s Grant | None (time‑based RSUs) | 2‑year cliff vesting | One‑time new‑company alignment grant. |
Note: Performance metrics (revenue, AOI, TSR, etc.) apply to executive PSU programs, not to non‑employee director compensation.
Other Directorships & Interlocks
- Current public company board: SpringWorks Therapeutics, Inc.
- Compensation committee interlocks: None. The proxy states that Talent Committee members (including Albán) were not officers of Solventum and no executive officer served on another company’s board/comp committee where a reciprocal interlock existed.
Expertise & Qualifications
- Healthcare industry leadership; proven commercialization of leading pharmaceutical products.
- Executive leadership: former CCO of AbbVie; extensive international and regional P&L oversight.
- International operations: responsibilities across Europe and multiple worldwide regions.
- Strategy & M&A: experience guiding companies through transitions and M&A.
- Brand and commercial execution: strong sales growth track record.
Equity Ownership
| Item | Detail |
|---|---|
| Unvested RSUs at 12/31/2024 | 5,544 unvested RSUs (for each non‑employee director other than Chair). |
| Director stock ownership guideline | 5x annual retainer; 5 years to achieve; includes unvested time‑based RSUs in calculation. |
| Hedging / pledging | Directors prohibited from hedging, short sales, margin accounts, and pledging Solventum securities; 10b5‑1 pre‑clearance rules apply. |
Governance Assessment
- Board effectiveness: Albán strengthens commercial and international oversight on Governance and Talent committees—key areas for a newly separated healthcare company. Committee membership breadth and active committee cadence (Governance 4; Talent 5) support engagement.
- Independence and attendance: Independent under NYSE standards; attended ≥75% of meetings; independent Chair structure with regular executive sessions enhances oversight.
- Alignment and incentives: Director pay mixes fixed cash with time‑based equity; 2024 Founder’s grant aligns with long‑term value creation post‑spin; ownership guideline of 5x retainer plus anti‑hedging/pledging policies promote alignment.
- Conflicts and related‑party exposure: Related‑party review is overseen by the Governance Committee; 2024 disclosure cites a CEO family employment relationship but no transactions involving Albán.
- Overboarding risk: Company policy limits outside public boards (max four for non‑CEO directors), mitigating overcommitment risk.
RED FLAGS
- None disclosed specific to Albán in 2024: no related‑party transactions, hedging/pledging, or attendance issues reported.