Glenn Eisenberg
About Glenn A. Eisenberg
Independent director of Solventum and Chair of the Audit Committee. Age 63; appointed to the Board effective March 25, 2024. The Board has determined he is independent and an “audit committee financial expert” under SEC rules, reflecting deep finance and risk oversight credentials built over multiple CFO and COO roles in public companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Laboratory Corporation of America Holdings | Executive Vice President & Chief Financial Officer | 2014–2024 | Led finance and risk oversight at a major healthcare services company . |
| The Timken Company | EVP, Finance & Administration; Chief Financial Officer | 2002–2014 | Corporate finance, portfolio optimization, global operations exposure . |
| United Dominion Industries | President & Chief Operating Officer; earlier roles | 1999–2001 (COO); 1990–2001 overall | Operational leadership; quality and compliance oversight at global manufacturer . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| US Ecology, Inc. | Director (prior) | Not disclosed | Prior public board service . |
| Family Dollar Stores Inc. | Director (prior) | Not disclosed | Prior public board service . |
| Alpha Natural Resources Inc. | Director (prior) | Not disclosed | Prior public board service . |
| Perspecta Inc. | Director (prior) | Not disclosed | Prior public board service . |
Board Governance
- Committee assignments: Audit Committee Chair; other Audit Committee members are Darryl Wilson, Elizabeth Mily, and Shirley Edwards. The Audit Committee held 6 meetings in 2024; the Board held 7 meetings, and all directors attended at least 75% of Board and committee meetings .
- Independence: All Board committees are 100% independent; the Board affirmed Eisenberg’s independence and named him as an audit committee financial expert .
- Committee oversight scope: Audit oversees financial reporting, internal controls, capital structure, cybersecurity, spin-off obligations under 3M agreements, and auditor oversight—areas central to investor confidence during Solventum’s post-separation phase .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 6 |
| Board | Director | 7 (all directors ≥75% attendance) |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 111,538 | 350,000 | 461,538 |
- Policy context: Standard annual Board retainer $120,000; Audit Committee Chair additional $25,000; annual RSU grant $225,000 (1-year vest), plus a one-time “Founder’s grant” of $125,000 (2-year cliff). Amounts were prorated for 2024 given Eisenberg’s March 25, 2024 start date .
Performance Compensation
Directors do not receive performance-based bonuses or options; equity is delivered via time-based RSUs to align interests.
| Equity Component | Grant Value ($) | Vesting | Notes |
|---|---|---|---|
| Annual RSU (non-chair) | 225,000 | 1-year vest | Delivered to all non-employee directors . |
| Founder’s RSU (one-time) | 125,000 | 2-year cliff | New company alignment grant . |
| Eisenberg unvested RSUs at 12/31/2024 | 5,544 units | Per schedules above | Consistent with peers (except Chair) . |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public company boards | Not disclosed in proxy beyond Solventum; prior boards listed above . |
| Interlocks/potential conflicts | No related party transactions disclosed for Eisenberg; Governance Committee reviews and approves any related person transactions over $120,000 under Item 404(a) standards . |
| Board service limits | Solventum guidelines: ≤4 public company boards for directors; ≤2 for active public-company CEOs . |
Expertise & Qualifications
- Finance and audit oversight: Decades as CFO with strong financial performance management and audit committee leadership; designated “audit committee financial expert” .
- Risk management and regulatory: Deep experience in financial/regulatory risk, quality, compliance, and global operations at manufacturers and healthcare companies .
- Strategy and portfolio optimization: M&A, spin-offs, divestitures, and portfolio streamlining experience aligned with Solventum’s transformation priorities .
Equity Ownership
- Beneficial ownership: No individual beneficial ownership reported for Eisenberg as of March 5, 2025 (less than 1% of outstanding shares; table lists “—”) .
- Stock ownership guidelines: Non-executive directors must hold stock equal to 5x the annual retainer; anti-pledging and anti-hedging policies apply to directors and officers .
| Item | Status |
|---|---|
| Beneficial ownership (3/5/2025) | Not reported; less than 1% (table “—”) |
| Unvested RSUs (12/31/2024) | 5,544 units |
| Pledging/hedging | Prohibited by policy |
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| 2024–2025 | None disclosed in proxy for Eisenberg | — | — | Proxy lists director beneficial ownership; no Form 4 activity for Eisenberg referenced . |
Governance Assessment
-
Positive signals
- Independent Audit Chair and SEC-designated financial expert overseeing complex post-separation risks (spin-off obligations, cybersecurity), which should bolster reporting quality and investor confidence .
- Director pay skewed to equity (approx. 76% of 2024 total), with time-based RSUs and ownership guidelines reinforcing alignment; anti-hedging/pledging further supports long-term orientation .
- Attendance expectations met; Board and committee cadence appears robust in the first standalone year (Board 7; Audit 6) .
-
Watch items
- Beneficial ownership not reported for Eisenberg as of March 5, 2025—monitor future Form 4s and guideline compliance to assess skin-in-the-game over time .
- Board service limits reduce overboarding risk; continue to track any new external appointments for potential time/commitment conflicts .
-
Conflicts/related-party exposure
- No Eisenberg-specific related-party transactions disclosed; overall process administered by Governance Committee appears robust. Note: a management-related family relationship (CEO’s brother-in-law employment) was reviewed and approved; not related to Eisenberg .