Chris Barry
About Chris Barry
Executive Vice President and Group President, Medical Surgical at Solventum; start date March 1, 2024, departing effective December 31, 2025 . Over 25 years in medtech with prior leadership at Tyco/Covidien/Medtronic and as CEO of NuVasive, focused on culture, talent, strategy and execution . Solventum’s 2024 performance underpinning Barry’s incentive metrics: Net sales $8.3B, Adjusted Operating Income $1.8B, Adjusted EPS $6.70, Cash from Operations $1.2B, Free Cash Flow $0.8B; 1-year TSR on $100 initial investment $95.60 vs S&P 500 Health Care $95.07 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tyco/Covidien/Medtronic | Senior leadership roles | Not disclosed | Built medtech operating, commercial and portfolio experience |
| NuVasive | Chief Executive Officer | Not disclosed | Led culture, talent and execution; medtech growth orientation |
External Roles
No public company board roles disclosed for Chris Barry in Solventum’s proxy. Skip if not disclosed.
Fixed Compensation
| Component | 2024 Amount/Design |
|---|---|
| Base salary | $975,000 post-separation annual rate |
| Target bonus % of salary (AIP) | 100% of base salary; final 2024 AIP payout $898,348 (no individual multiplier applied) |
| Benefits & perquisites | 401k company contributions $26,850; VIP Excess Plan contributions $14,025; Executive life insurance $11,697; other $16 (recognition program) |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weight | Threshold | Target | Max | Actual | Payout as % of Target |
|---|---|---|---|---|---|---|
| Constant Currency Revenue | 60% | $7,542M | $8,198M | $8,854M | $8,296M | 115.0% |
| Adjusted Operating Income | 40% | $1,533M | $1,804M | $2,075M | $1,812M | 103.0% |
| Business Performance Factor | — | — | — | — | — | 110.2% |
| Chris Barry AIP payout | — | — | 100% of salary | — | — | $898,348 |
Talent Committee approved above-target AIP payout despite negative 1-year TSR, citing achievement vs preset goals and successful execution of the separation/start-up activity; no individual multiplier applied for 2024 .
Long-Term Incentives (Granted 2024)
| Award Type | Grant Date | Target Value | Structure | Performance Metrics | Vesting Schedule |
|---|---|---|---|---|---|
| Inducement PSUs | 05/13/2024 | $5,000,057 | PSUs | 60% 3-year Constant Currency Revenue, 40% 3-year Adjusted EPS; threshold 50%, max 200% | End of 3-year period; vesting contingent on cumulative goals |
| Annual PSUs | 05/13/2024 | $1,500,017 | PSUs | Same as above | End of 3-year period |
| Annual RSUs | 05/13/2024 | $1,500,017 | RSUs | Time-based | Three equal installments on May 13, 2025/2026/2027 |
Estimated future share payouts at grant (counts rounded):
| Award | Threshold (#) | Target (#) | Max (#) |
|---|---|---|---|
| Inducement PSUs (Barry) | 39,595 | 79,190 | 158,380 |
| Annual PSUs (Barry) | 11,879 | 23,757 | 47,514 |
Equity Ownership & Alignment
| Item | As of |
|---|---|
| Beneficial ownership | Below 1% of shares outstanding; table lists no directly reported shares for Chris Barry as of March 5, 2025 |
| Stock ownership guidelines | Executive Leadership Team must hold 3x base salary; five years to comply; includes unvested time-based RSUs; anti-pledging/hedging/shorting |
Outstanding awards at 12/31/2024:
| Award | Shares Unvested | Market/Payout Value |
|---|---|---|
| RSUs (05/13/2024) | 23,757 | $1,569,387 |
| PSUs – Inducement (max) | 158,380 | $10,462,583 (max payout value at $66.06) |
| PSUs – Annual (max) | 47,514 | $3,138,775 (max payout value at $66.06) |
Policy highlights:
- Prohibitions: hedging, pledging, short sales, margin accounts, standing orders; 10b5-1 plans require pre-approval .
- Recoupment: Dodd-Frank/NYSE-compliant clawbacks for restatements and misconduct/risk-management failures; no recoupments in 2024 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment/tenure | Start March 1, 2024; announced departure effective Dec 31, 2025 |
| Restrictive covenants | Two-year post-termination non-compete and non-solicit; confidentiality covenants (state-specific variations) |
| Executive Severance Plan (non-CIC) | Cash severance: 18 months of base salary and capped AIP during severance period (prorated); RSUs prorated vesting; PSUs continue vesting based on actual performance (target prorated); VIP accounts fully vest; outplacement |
| CIC Severance Plan (double-trigger) | Cash: base salary + target bonus × 2.0; pro-rata AIP at target; RSUs/PSUs accelerated per plan; COBRA premium lump sum (24 months); VIP vesting; outplacement; excise tax cutback if beneficial |
| Estimated payouts (12/31/2024 assumptions) | Death: $12,296,841; Disability: $9,296,841; Qualifying Termination (non-CIC): $8,214,685; Qualifying Termination (CIC): $8,344,309 |
8-K confirms Barry will receive severance under Executive Severance Plan upon departure and equity will be treated per award agreements (as modified by Severance Plan) .
Compensation Summary (2024)
| Component | Amount ($) |
|---|---|
| Salary | 812,500 (reflects portion of year; base annual rate $975,000) |
| Stock awards (RSUs+PSUs) | 8,000,091 (includes $5,000,057 Inducement PSUs and $1,500,017 annual PSUs and $1,500,017 annual RSUs) |
| Non-equity incentive (AIP) | 898,348 |
| All other compensation | 52,588 |
| Total | 9,763,527 |
Compensation Structure Analysis
- Heavy equity mix with inducement PSUs and balanced annual PSU/RSU grants; no stock options in 2024 .
- AIP design is purely pay-for-performance (110.2% business performance factor) with no discretionary individual multiplier in 2024; above-target payout approved despite negative 1-year TSR due to achieving preset financial goals and separation execution .
- Peer benchmarking anchored to large-cap medtech/life sciences cohort; Solventum sits ~50th percentile by revenue vs peers listed (context for pay opportunity) .
Risk Indicators & Red Flags
- Departure announced (Dec 31, 2025) raises near-term leadership transition/retention risk in MedSurg; severance eligible per plan .
- Company policy mitigants: strict anti-hedging/pledging; robust clawbacks; ownership guidelines .
- Related-party oversight is formalized; no disclosed related-party transactions concerning Barry; general program described .
Compensation Peer Group
Peer group includes Medtronic, Danaher, Stryker, BD, IQVIA, Baxter, Boston Scientific, Zimmer Biomet, Intuitive Surgical, Edwards, STERIS, ResMed, Hologic, DENTSPLY SIRONA, Align Technology; criteria: US-based, similar revenue scale, medtech/services, comparable positioning .
Say-on-Pay & Shareholder Feedback
- Board recommended “FOR” Say on Pay and added Relative TSR to 2025 PSUs in response to shareholder feedback; increased CEO ownership requirement (context of program evolution) .
Investment Implications
- Alignment: Barry’s incentives tied to multi-year revenue and EPS execution through PSUs; RSU schedule provides retentive value through 2027, though his announced departure shifts equity treatment to severance mechanics (PSUs continue vesting based on performance; RSUs prorated) reducing forced selling pressure but creating potential settlement events .
- Governance safeguards (clawbacks, anti-hedging/pledging, ownership guidelines) limit misalignment, and no options reduces repricing risk .
- Transition risk in MedSurg into 2026 is elevated; monitor successor performance metrics and any reallocation of incentives; AIP demonstrated willingness to pay above target on financial attainment despite stock underperformance—watch for 2025 PSU goal-setting including Relative TSR to tighten pay-for-performance coupling .