Heather Knight
About Heather Knight
Heather Knight is Solventum’s Chief Commercial Officer effective November 10, 2025, overseeing global commercial and R&D operations across MedSurg, Dental Solutions and Health Information Systems, reporting directly to CEO Bryan Hanson . She brings 30+ years of MedTech leadership, most recently serving as Baxter International’s Chief Operating Officer; prior roles include senior leadership at Medtronic, Covidien, Tyco Healthcare and Kendall, and she serves on Waters Corporation’s board; education includes a B.S. in Biological Sciences (University of Buffalo) and completion of the Executive Sales Strategy and Management program at Chicago Booth . Company performance metrics used for executive pay include Constant Currency Revenue, Adjusted Operating Income and Adjusted EPS; Solventum reported Q3 2025 sales of $2.1B (+2.7% organic) and adjusted diluted EPS of $1.50, and highlighted that 2024’s AIP paid above target despite a negative 1-year TSR due to achievement against revenue and adjusted operating income targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Baxter International | Chief Operating Officer | Not disclosed | Led global sales across three segments, R&D, supply chain, medical and regulatory affairs |
| Medtronic plc | Senior leadership roles (general management, upstream/commercial) | Not disclosed | Leadership in global upstream and commercial capacities |
| Covidien plc | Senior leadership roles (general management, upstream/commercial) | Not disclosed | Leadership in global upstream and commercial capacities |
| Tyco Healthcare | Senior leadership roles (general management, upstream/commercial) | Not disclosed | Leadership in global upstream and commercial capacities |
| Kendall | Senior leadership roles (general management, upstream/commercial) | Not disclosed | Leadership in global upstream and commercial capacities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Waters Corporation | Director | Not disclosed | Board oversight and industry network |
Fixed Compensation
- No specific base salary, target bonus %, or fixed cash elements for Heather Knight were disclosed in Solventum’s October 21, 2025 8‑K or press release announcing her appointment .
- Framework: Base salary for executive officers is set by the Talent Committee, benchmarked to peers, with CEO recommendations for direct reports; 2024 base salary governance disclosure (for then-NEOs) outlines the approach but does not cover Knight (appointed later in 2025) .
Performance Compensation
Annual Incentive Plan (AIP) Structure and 2024 Outcomes
- AIP design: 60% Constant Currency Revenue, 40% Adjusted Operating Income; potential ±20% individual multiplier (not applied in 2024 due to partial-year performance) .
| Metric | Weighting | Threshold ($USD mm) | Target ($USD mm) | Maximum ($USD mm) | Actual ($USD mm) | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Constant Currency Revenue | 60% | 7,542 | 8,198 | 8,854 | 8,296 | 115.0% |
| Adjusted Operating Income | 40% | 1,533 | 1,804 | 2,075 | 1,812 | 103.0% |
| Business Performance Factor | — | — | — | — | — | 110.2% |
Long-Term Incentives (2024 and 2025 design signals)
- Annual RSUs: time-vesting, three-year ratable vesting schedule .
- Annual PSUs: 50% of long-term equity; metrics are 60% 3-year Constant Currency Revenue and 40% Adjusted EPS; for 2025 PSUs, Relative TSR was added in direct response to shareholder feedback to further align payouts with shareholder value creation .
Equity Ownership & Alignment
| Policy | Requirement/Design | Applicability | Notes |
|---|---|---|---|
| Stock Ownership Guidelines | Executive Leadership Team: 3x base salary | Section 16 officers and non-employee directors | 5 years to reach; includes unvested time-based RSUs in eligible stock |
| Anti-Pledging/Hedging | Prohibits hedging, short sales, standing orders, margin accounts, and pledging Solventum securities | Directors and executive officers | Trades only during announced windows or via pre-approved Rule 10b5‑1 plans with pre-clearance |
| Clawback/Recoupment | Restatement-based recovery of erroneously awarded incentive compensation for executive officers; plus discretionary misconduct/risk-management failures recoupment for Covered Employees (VP+), including AIP, sales incentives, PSUs, options, RSUs | Executive officers; VP+ | No recoupments in 2024; policy filed as 10‑K exhibit |
| RSU Vesting | Annual RSUs vest ratably over 3 years | Executives | Time-based; subject to service through vesting dates |
- Current beneficial ownership (shares, options, RSUs) for Heather Knight is not disclosed in the 8‑K/press release; Form 4 data was not available in these filings .
Employment Terms
| Topic | Terms | Notes |
|---|---|---|
| Appointment Effective Date | November 10, 2025 | Role: Chief Commercial Officer; reports to CEO |
| Executive Severance Plan | For NEOs: 24 months base salary for CEO; 18 months for other NEOs; continued AIP payments capped at 100% of target prorated; prorated RSU acceleration; continued PSU vesting based on actuals; full vesting of VIP accounts; outplacement | Plan maintained for certain U.S. executives; applies upon termination other than for Misconduct or resignation for Good Reason |
| CIC Severance Plan (approved Oct 30, 2024) | Double-trigger; CEO 2.5x, other NEOs 2.0x (base + target bonus); pro-rated AIP at target; accelerated vesting treatment for RSUs/PSUs per plan; no excise tax gross-ups; no single-trigger acceleration unless awards not assumed/substituted | Effective as of Oct 30, 2024; benefits in lieu of Executive Severance Plan during CIC period |
| Tax Gross-Ups | No excise tax gross ups on severance/CIC events; only taxable relocation benefits may have tax gross-ups | |
| Non-Compete/Non-Solicit | Not disclosed for Knight in available filings | — |
Performance & Track Record
- Strategic rationale: Aligning Solventum’s go-to-market under one CCO to leverage scale, coordinate execution, and drive profitable growth; CEO cites Knight’s strategic vision and commercial discipline as pivotal to the multi-year transformation .
- Company performance context: Q3 2025 organic sales +2.7% with strong Dental Solutions and Health Information Systems contributions; GAAP OI margin impacted by tariffs and stand-up costs, adjusted margin 20.6%; updated FY25 guidance to adjusted EPS $5.98–$6.08 .
- 2024 compensation/performance linkage: AIP paid above target (BPF 110.2%) despite negative 1‑year TSR, reflecting achievement on revenue and adjusted operating income targets during spin-off execution .
Compensation Committee Analysis
- Talent Committee members: Karen J. May (Chair), Carlos Albán, Carrie S. Cox, Shirley Edwards, Darryl L. Wilson; independent per NYSE; retains Korn Ferry as independent consultant .
- Compensation peer group: Health Care Equipment/Life Sciences/Supplies peers (e.g., Medtronic, Danaher, Stryker, BD, Baxter, Boston Scientific, Zimmer Biomet, Intuitive Surgical, Edwards, STERIS, ResMed, Hologic, DENTSPLY SIRONA, Align); Solventum median percentile ranks align with revenue and employees; peer group guided by Korn Ferry .
Say-on-Pay & Shareholder Feedback
- 2025 proxy proposed annual say-on-pay; Board recommended “FOR” and annual frequency; the Talent Committee responded to investor feedback by adding Relative TSR to 2025 PSUs and reinforcing ownership requirements and clawbacks .
Equity Ownership & Alignment (Heather Knight-specific)
- Ownership level, vested vs. unvested, options/RSUs, pledging, hedging: Not disclosed for Knight in appointment filings; company-wide policies prohibit pledging/hedging and require stock ownership multiples for Section 16 officers; time-based RSUs and PSUs structure align pay with performance over multi-year horizons .
Employment Terms (Heather Knight-specific)
- Offer letter and compensatory arrangements: Specific cash/equity terms for Knight were not included in the accessible portions of the October 21, 2025 8‑K or press release; governance disclosures indicate severance/CIC frameworks for executives but do not provide Knight’s individualized terms .
Investment Implications
- Alignment signals: Addition of Relative TSR to PSUs and strict anti-pledging/hedging policies strengthen pay-for-performance alignment and mitigate hedging-related misalignment; executive ownership guidelines (3x base salary for Executive Leadership Team) promote skin-in-the-game .
- Execution upside: Centralizing global commercial and R&D under Knight is intended to improve coordinated execution across segments, leveraging scale in MedSurg, Dental and HIS; near-term growth tailwinds evidenced by Q3 2025 organic growth and raised EPS guidance .
- Watch items: Margin pressure from tariffs and stand-up costs persisted in 2025; absence of disclosed Knight-specific grant/vesting detail limits near-term visibility on potential insider selling pressure or retention mechanics until the next proxy or Form 4 filings .