Elizabeth Mily
About Elizabeth A. Mily
Elizabeth A. Mily, 57, is an independent director of Solventum and serves on the Audit Committee and the Science, Technology & Quality (STQ) Committee. She was appointed with the initial non‑employee director cohort effective April 1, 2024. Mily brings 30+ years of healthcare dealmaking and strategy experience, including EVP, Strategy & Business Development at Bristol‑Myers Squibb, senior investment banking roles, and operating experience; she became CEO of the T1D Fund in 2025. Her core credentials include strategy/M&A leadership, financial acumen, and risk oversight in global healthcare businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol‑Myers Squibb | EVP, Strategy & Business Development | 2020–2024 | Led company strategy, external innovation, BD, alliances, M&A, and equity investing; oversaw significant M&A/divestitures and partnerships . |
| Barclays plc | Managing Director (Healthcare Investment Banking) | 2010–2020 | Senior coverage for healthcare; corporate finance and deal execution . |
| Thermo Fisher Scientific | Senior Vice President | 2009–2010 | Strategy/BD leadership in life sciences tools . |
| Goldman Sachs | Managing Director, Senior Coverage Officer – Healthcare | 1993–2009 | Led healthcare coverage and transactions . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| T1D Fund (Breakthrough T1D venture fund) | Chief Executive Officer | 2025 | Leads impact investing in T1D therapies; responsible for strategy, partnerships, capital deployment . |
| Ampersand Biomedicines (Flagship Pioneering portfolio company) | Director | n/d (current) | Private company directorship noted in SOLV proxy . |
Board Governance
| Committee | Role | 2024 Meetings | Independence/Notes |
|---|---|---|---|
| Audit | Member | 6 | All Audit members are independent under NYSE and Exchange Act 10A(m)(3); Audit Committee financial experts designated: Glenn Eisenberg, Shirley Edwards (Mily not designated) . |
| Science, Technology & Quality (STQ) | Member | 3 | Oversees strategy and risk for R&D, product quality/safety; committee membership listed with Chair John Weiland (independent committees) . |
- Board/committee attendance: In 2024, the Board held 7 meetings and standing committees held 18; all directors attended ≥75% of meetings of the Board and their committees .
- Independence: SOLV states a majority‑independent Board; all committees are independent; Audit members independently determined under NYSE/SEC rules .
- Election standard: Majority vote in uncontested elections with mandatory resignation policy upon failure to receive a majority; Governance Committee recommends action to the Board .
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Elizabeth Mily (2024) | Notes |
|---|---|---|
| Cash fees | $90,000 | Prorated from April 1, 2024 appointment for non‑chair members . |
| Stock awards (RSUs) | $350,000 | Includes $225,000 annual RSUs (1‑year vest) + one‑time $125,000 “Founder’s grant” RSUs (2‑year cliff) . |
| Total | $440,000 | Sum of cash and equity . |
Director compensation structure (policy):
- Annual cash retainer: $120,000; Committee chair retainers: Audit $25,000, Talent $20, Governance $15, STQ $15; Board Chair additional $50,000 .
- Annual equity: $225,000 RSUs to non‑chair directors (1‑year vest); Board Chair $325,000; one‑time 2024 “Founder’s grant”: $125,000 RSUs to non‑chair directors (2‑year cliff); Chair $400,000 .
As of December 31, 2024, all non‑employee directors other than the Chair (including Mily) held 5,544 unvested RSUs .
Performance Compensation
| Performance‑Linked Elements for Directors | Detail |
|---|---|
| None disclosed | Non‑employee director equity consists of time‑vesting RSUs (no PSU/option performance metrics disclosed for directors) . |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Ampersand Biomedicines | Private biotech (Flagship Pioneering) | Director | No related‑party transactions disclosed involving Mily in SOLV’s “Certain Relationships and Related Person Transactions” section . |
| T1D Fund | Impact venture fund | CEO | External employment; SOLV Governance Guidelines require advance notice for new board roles and evaluate conflicts/time commitments; directors limited to four public company boards (two for sitting public company CEOs), not including non‑profit; Board encourages careful assessment of time demands . |
Expertise & Qualifications
- Strategy & M&A leadership across biopharma, medtech, and healthcare banking; oversaw significant M&A, partnerships, alliances, and divestitures .
- Financial acumen from senior investment banking and corporate finance roles; risk oversight in portfolio/transaction management .
- Global operations exposure in senior roles at global healthcare companies; innovation/regulatory exposure supporting STQ work .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 62 shares (<1% of outstanding) as of March 5, 2025 . |
| Unvested director RSUs | 5,544 units as of Dec 31, 2024 . |
| Shares pledged | None disclosed; SOLV policy prohibits pledging, hedging, and short selling . |
| Ownership guidelines | Non‑executive directors: 5x annual retainer; eligible stock includes direct/indirect shares and unvested time‑based RSUs . |
| Compliance status | Not disclosed . |
Say‑on‑Pay & Shareholder Signals
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Director election – Elizabeth A. Mily (Apr 30, 2025) | 136,439,426 | 532,358 | 563,647 | 16,218,224 |
| Say‑on‑Pay (advisory) | 117,421,361 | 19,247,470 | 866,600 | 16,218,224 |
| Say‑on‑Pay frequency | 1‑Year: 135,522,957 | 2‑Years: 262,972 | 3‑Years: 1,071,704 | 677,798 |
Majority vote standard and resignation policy for directors apply in uncontested elections .
Governance Assessment
- Strengths for investor confidence: Independent director with deep strategy/M&A and capital markets expertise; active Audit and STQ committee member; Board has anti‑hedging/anti‑pledging policies and stock ownership guidelines that align director/shareholder interests; robust attendance (≥75% for all directors) and committee independence support effective oversight .
- Signals from shareholders: Strong support for Mily’s election (136.4M “for” vs. 0.53M “against”) and solid say‑on‑pay approval provide positive governance sentiment .
- Monitoring points: Time/commitment given external CEO role (T1D Fund) and private directorship—within SOLV guidelines, directors must pre‑clear additional roles and evaluate capacity; continue to monitor schedule demands and any potential ecosystem overlaps, though no related‑party transactions involving Mily are disclosed .
- Alignment: Current direct ownership is modest (62 shares) but unvested RSUs and a 5x‑retainer ownership guideline should drive alignment over time; individual compliance status not disclosed .