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 .