Carrie Cox
About Carrie S. Cox
Age 67; independent Chair of the Board at Solventum. Currently serves on the Talent Committee and the Science, Technology and Quality Committee. Her background includes leadership of pharma and biotech businesses (CEO of Humacyte; EVP/President roles at Schering‑Plough and Pharmacia) and extensive board service. Current public company directorships: Organon & Co., Cartesian Therapeutics, Inc., and Texas Instruments Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Humacyte, Inc. | Chief Executive Officer; Chair of the Board; Director | CEO 2010–2018; Chair 2013–2019; Board 2013–2021 | Led a regenerative medicine company through growth and governance transitions |
| Schering‑Plough Corporation | EVP and President, Global Pharmaceutical Business | 2003–2009 | Senior pharmaceutical leadership; portfolio and M&A execution |
| Pharmacia Corporation | President, Global Pharmaceutical Business | 1997–2003 | Oversaw global operations, R&D capital allocation, and branding |
External Roles
| Company/Organization | Role | Status | Notes |
|---|---|---|---|
| Organon & Co. | Director | Current | Healthcare/pharma board experience |
| Cartesian Therapeutics, Inc. | Director | Current | Biotech board experience |
| Texas Instruments Inc. | Director | Current | Large-cap industrial/technology board perspective |
| Cardinal Health Inc. | Director | Prior | Healthcare distribution oversight |
| Celgene Corporation | Director | Prior | Biopharma oversight |
| electroCore, Inc. | Director | Prior | Medtech oversight |
| Array BioPharma Inc. | Director | Prior | Biotech oversight |
Board Governance
- Independent Board leadership: Chair – Carrie S. Cox; CEO – Bryan Hanson; Committee Chairs: Audit (Glenn Eisenberg), Talent (Karen May), Governance (Susan DeVore), Science, Technology & Quality (John Weiland). All board committees are 100% independent.
- Committee assignments for Cox: Member, Talent Committee; Member, Science, Technology & Quality Committee.
- Meetings and attendance: Board held 7 meetings; committees held 18 total meetings; all directors attended at least 75% of meetings. Executive sessions of independent directors occur at each regularly scheduled board meeting and are presided over by Cox.
- Independence: Majority of directors are independent; all directors other than the CEO are independent under NYSE standards.
- Board structure and declassification plan: Classified board initially; phased declassification to complete by 2028 (2025 is the only remaining 3‑year term class).
- Limits on other directorships: Directors not to serve on more than four public company boards (including Solventum); Cox’s current service appears within this policy.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $127,500 | Prorated annual cash retainer ($120,000) plus Chair premium ($50,000); reflects April 1, 2024 appointment timing |
| Stock awards (RSUs) | $725,000 | Annual RSU grant ($325,000) plus one‑time Founder’s RSU grant ($400,000) |
| Total | $852,500 | 2024 total director compensation |
| Equity Grants | Grant date | Vesting | Grant date fair value |
|---|---|---|---|
| Annual RSU (Chair) | 2024 | One‑year vest | $325,000 |
| Founder’s RSU (Chair) | 2024 | Two‑year cliff vest | $400,000 |
| Unvested RSUs outstanding | As of 12/31/2024 | — | 11,484 units |
Performance Compensation
| Performance Metrics Tied to Director Pay | Structure | Detail |
|---|---|---|
| Not applicable | Director equity is time‑vested RSUs | No performance‑conditioned awards disclosed for directors; annual RSUs (1‑year) and Founder’s RSUs (2‑year cliff) |
Other Directorships & Interlocks
| Company | Relationship to SOLV | Potential Interlock/Conflict Consideration |
|---|---|---|
| Organon & Co. (current) | External public company | Pharma exposure; no related‑party transactions disclosed involving Cox |
| Cartesian Therapeutics, Inc. (current) | External public company | Biotech; no related‑party transactions disclosed involving Cox |
| Texas Instruments Inc. (current) | External public company | Tech supplier broadly; no SOLV‑specific related‑party link disclosed |
| Prior boards (Cardinal Health, Celgene, electroCore, Array BioPharma) | External public companies | Historical roles; no active conflicts disclosed |
- Related‑party oversight is administered by the Governance Committee; the proxy discloses one related‑person transaction (CEO’s brother‑in‑law hire) reviewed and approved by the Governance Committee; no items involving Cox are disclosed.
Expertise & Qualifications
- Healthcare industry: 30 years of leadership across healthcare companies and multiple boards.
- Executive leadership: CEO of a regenerative medicine company; senior pharma business leadership.
- Financial acumen: Experience as seasoned executive and audit committee member.
- Strategy & M&A: Extensive experience through spins, mergers, divestitures; portfolio optimization.
- Science/innovation and regulatory/compliance: Deep experience overseeing R&D investments and operating within regulated environments.
- Human capital and risk oversight: Significant compensation committee expertise; risk oversight as chair/director.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Common stock beneficially owned (as of 3/5/2025) | — | Less than 1% of shares outstanding; no shares acquirable within 60 days disclosed |
| Unvested RSUs (as of 12/31/2024) | 11,484 | Director equity holdings outstanding and unvested |
| Director stock ownership guideline | 5x annual cash retainer | Applies to non‑employee directors; includes time‑based RSUs in eligible stock |
| Hedging/pledging prohibition | Prohibited | Prohibits hedging, short sales, standing orders, margin accounts, and pledging of SOLV securities |
Governance Assessment
- Strengths: Independent Board Chair; all committees are fully independent; robust executive sessions; active shareholder outreach with participation by the Board Chair; formal ERM program reporting to Governance Committee; clear declassification timeline by 2028.
- Alignment: Director pay mix emphasizes equity with standard vesting; director ownership guideline of 5x retainer; prohibitions on pledging/hedging support alignment with shareholders.
- Workload and potential overboarding: Policy caps at four public boards; Cox serves on SOLV plus three others, within limits—monitor ongoing attendance and engagement (2024 attendance ≥75%).
- Conflicts/related‑party exposure: No related‑person transactions disclosed involving Cox; Governance Committee administers related‑party reviews.
- Contextual risk: 3M retains 19.9% ownership with proxy voting neutralized via agreement; transition agreements and spin‑related constraints persist—board oversight (including Cox as Chair) is central to managing these dependencies.