Karen May
About Karen May
Karen J. May, age 66, is an independent director of Solventum and serves as Chair of the Talent Committee; she joined Solventum’s board effective April 1, 2024 following the company’s spin-off from 3M . Her background spans executive leadership in human capital and finance, including CHRO roles at Mondelēz/Kraft and Baxter, and early-career auditing at PwC (CPA), with board experience in healthcare and consumer sectors . She is designated independent under Solventum’s Director Independence Guidelines (all directors other than the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mondelēz International (formerly Kraft Foods) | Executive Vice President & Chief Human Resources Officer | 2005–2018 | Led restructuring and dispositions; drove growth and price management . |
| Baxter International | Corporate VP & CHRO; VP HR; various VP roles | 1990–2005 | Spin-offs, M&A, and restructuring experience; global operations exposure . |
| PricewaterhouseCoopers | Certified Public Accountant | 1980–1990 | Financial reporting and audit foundation . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alcon, Inc. | Director | Current | Public healthcare board experience; human capital and finance oversight . |
| MB Financial, Inc. | Director | Prior | Prior public company board service . |
| Ace Hardware Corporation | Director | Current | Governance and strategic oversight in retail cooperative . |
Board Governance
- Committee assignments: Chair, Talent Committee; members include Carlos Albán, Carrie S. Cox, Darryl L. Wilson, and Shirley Edwards; 5 meetings held in 2024 .
- Independence: All board committees are 100% independent; Talent Committee members qualify as “non-employee directors” under Rule 16b-3 .
- Attendance: Board held 7 meetings and committees held 18 in 2024; all directors attended at least 75% of meetings for boards/committees served .
- Leadership: Independent Chair (Carrie S. Cox); committee chairs selected based on professional experience; board is phasing out classified structure by 2028 .
- Executive sessions: Independent directors meet regularly without management; Chair presides .
- Shareholder votes (signal): Annual meeting (Apr 30, 2025) — Say-on-Pay approved (117.4M For; 19.25M Against; 0.87M Abstain); Board class nominees elected by majority; annual Say-on-Pay frequency favored .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fee ($) | Total Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | — | — | 105,000 | 350,000 | 455,000 |
| Notes | Base board retainer policy: $120,000; Talent Committee Chair fee: $20,000; amounts prorated based on April 1, 2024 appointment | Annual RSU ($225k) plus one-time “Founder’s grant” RSU ($125k); annual RSUs 1-year vest; Founder’s grant 2-year cliff vest | |||
Performance Compensation
- Director equity design: Non-employee directors receive time-vesting RSUs; no performance share units or options disclosed for directors in 2024; vesting schedules noted above .
- Talent Committee oversight (as Chair): May oversees executive incentive design and risk assessment; 2024 AIP metrics and PSUs established and adjusted with shareholder feedback; 2025 PSUs add relative TSR as a metric .
Executive Incentive Metrics (under Talent Committee oversight)
| Metric | Weight | Threshold | Target | Maximum | Actual | 2024 Payout |
|---|---|---|---|---|---|---|
| AIP: Constant Currency Revenue ($M) | 60% | 7,542 | 8,198 | 8,854 | 8,296 | 115.0% |
| AIP: Adjusted Operating Income ($M) | 40% | 1,533 | 1,804 | 2,075 | 1,812 | 103.0% |
| Business Performance Factor | — | — | — | — | — | 110.2% |
| PSU Metric (2024–2026) | Weight | Threshold Vesting | Target Vesting | Maximum Vesting |
|---|---|---|---|---|
| Constant Currency Revenue (3-year cumulative) | 60% | 50% | 100% | 200% |
| Adjusted EPS (3-year cumulative) | 40% | 50% | 100% | 200% |
- Program evolution: 2025 PSUs will preset 3-year cumulative goals and add relative TSR to align vesting with shareholder value creation .
Other Directorships & Interlocks
| Company | Market Relation to Solventum | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| Alcon | Ophthalmic devices (adjacent to MedTech) | Director | No related-party transactions disclosed; Governance Committee oversees related party reviews . |
| Ace Hardware | Retail cooperative | Director | No related-party transactions disclosed . |
- Committee interlocks: No compensation committee interlocks or insider participation identified for Talent Committee members in 2024 .
- Directorship limits: Solventum limits to ≤4 public boards for non-CEO directors; May’s current public company roles are within limits .
Expertise & Qualifications
- Human capital leadership (CHRO roles), finance/accounting exposure (PwC); extensive spin-off/M&A and restructuring experience across global companies .
- Skills aligned to board needs: governance, HR, audit/tax best practices for a new standalone global organization .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested Director RSUs | Pledging/Hedging |
|---|---|---|---|---|
| Karen J. May | — | <1% | 5,544 | Prohibited by Insider Trading Policy (no hedging, shorting, margin, or pledging) |
- Director stock ownership guideline: 5x annual board retainer; 5-year window to reach guideline; unvested time-based RSUs count toward guideline .
- Compliance status: Individual compliance not disclosed; initial phase following 2024 spin-off .
Governance Assessment
- Board effectiveness: Independent leadership, strong committee structure, active ERM, cybersecurity oversight, and frequent executive sessions support robust governance .
- Engagement & attendance: All directors met attendance expectations (≥75%); Talent Committee met 5 times, indicating active oversight under May’s chairship .
- Pay alignment signals: Shareholders approved Say-on-Pay; Talent Committee added relative TSR to PSUs and strengthened ownership/clawback policies, reflecting responsiveness to investor feedback .
- Conflicts & red flags: No related-party transactions involving May disclosed; strict anti-pledging/hedging policies; no tax gross-ups for change-in-control; no single-trigger vesting; no compensation committee interlocks .
- Overall: May’s human capital and finance expertise, independence, and active committee leadership are positive signals for governance quality and pay-for-performance discipline during Solventum’s early standalone period .