Marcela Kirberger

About Marcela Kirberger

Chief Legal Affairs Officer and Corporate Secretary of Solventum since the April 1, 2024 spin-off, after serving as Chief Legal Affairs Officer of 3M’s Health Care Business Group from November 2023. Previously EVP, General Counsel & Corporate Secretary at Elanco (2021–2023), GC & Corporate Secretary at Roche Diagnostics NA (2019–2021), and General Counsel/Chief Compliance Officer at Leica Microsystems; earlier senior legal/compliance roles across Novartis companies, and began career as a securities litigator at Lowenstein Sandler. She holds law degrees from Rutgers School of Law (Newark) and the Catholic University of Argentina; native of Argentina . Company performance in 2024: $8.3B revenue (+0.7% reported; +1.2% organic), adjusted operating income $1.812B, GAAP diluted EPS $2.76 and adjusted diluted EPS $6.70; the Talent Committee noted a negative 1‑year TSR when approving AIP payouts .

Past Roles

Organization	Role	Years	Strategic Impact
3M Health Care Business Group	Chief Legal Affairs Officer	Nov 2023–Mar 2024	Led legal/compliance through separation, preparing SOLV standalone governance
Elanco	EVP, General Counsel & Corporate Secretary	2021–2023	Ran global legal, corporate affairs, ethics & compliance, ESG; supported portfolio execution
Roche Diagnostics NA	General Counsel & Corporate Secretary	2019–2021	Oversaw legal for U.S. diagnostics; governance modernization
Leica Microsystems (Danaher)	General Counsel & Chief Compliance Officer	2017–2019	Built global compliance and product regulatory frameworks
Novartis Group (Gerber, Consumer Health, Pharmaceuticals, Sandoz)	Various senior legal/compliance roles (incl. Global Head of Legal, Biopharma; Global Chief Compliance Officer, Sandoz)	2006–2017	Led biopharma legal and global compliance; complex M&A and product legal support
Lowenstein Sandler	Securities Litigator	Early career	Capital markets litigation foundation

External Roles

Organization	Role	Years	Notes
—	—	—	No public company directorships or external board roles disclosed for Kirberger .

Fixed Compensation

Not individually disclosed for Kirberger (not a 2024 NEO). Solventum’s executive pay framework comprises base salary, annual cash incentive (AIP), and long-term equity (PSUs/RSUs) .

Element	Design	Key Parameters
Base Salary	Market-benchmarked; reviewed by Talent Committee	Competitive vs peer group; CEO/NEO examples disclosed, but not Kirberger-specific
Annual Incentive Plan (AIP)	100% performance-based on preset goals; negative discretion used sparingly	Metrics and weights: 60% Constant Currency Revenue, 40% Adjusted Operating Income; 2024 committee acknowledged negative 1-year TSR but paid above target based on operating execution
Long-Term Incentives	50% PSUs, 50% RSUs	RSUs vest ratably over 3 years; PSUs on 3-year cumulative metrics (Constant Currency Revenue 60%, Adjusted EPS 40%); 2025 PSUs add Relative TSR

Performance Compensation

Metric	Weight	Targeting Approach	2024 Calibration
Constant Currency Revenue (AIP)	60%	Annual preset thresholds/targets/max	Threshold $7,542M, Target $8,198M, Max $8,854M; Actual $8,296M → 115% metric payout
Adjusted Operating Income (AIP)	40%	Annual preset thresholds/targets/max	Threshold $1,533M, Target $1,804M, Max $2,075M; Actual $1,812M → 103% metric payout
PSUs – Constant Currency Revenue	60%	3-year cumulative; threshold 50%, target 100%, max 200%	Goals set across 2024 (1-year) and 2025–2026 (2-year) to align with long-range plan
PSUs – Adjusted EPS	40%	3-year cumulative; threshold 50%, target 100%, max 200%	Same as above
RSUs	—	Time-based	Annual grants vest in 3 equal installments (years 1–3)
Relative TSR (from 2025 PSUs)	Added	Performance vs peer group	Introduced in response to shareholder feedback to tighten value alignment

Clawbacks: SEC 10D-compliant recoupment for accounting restatements; misconduct-based discretionary clawbacks across bonus/PSUs/RSUs (applies to executive officers) .

Equity Ownership & Alignment

Policy/Practice	Detail	Implication
Stock Ownership Guidelines	CEO 6x base; Executive Leadership Team 3x; Other Section 16 officers 2x; 5 years to comply; unvested time-based RSUs count	Strong alignment; timeline feasible for new execs
Hedging/Pledging Prohibition	Strict ban on hedging, short sales, standing orders, margin accounts, and pledging; pre-clearance and window/10b5-1 controls	Reduces misalignment and forced selling risk
Beneficial Ownership	Individual holdings for Kirberger not disclosed; group of directors/executive officers: 92,353 shares as of Mar 5, 2025	Limited visibility on her personal stake
Equity Vesting Norms	RSUs 3-year ratable; PSUs 3-year cumulative	Encourages retention; back-end loaded performance realization

Employment Terms

Term	Base Case (Executive Severance Plan)	Change-in-Control (CIC Severance Plan)	Notes
Severance Cash	18 months of base salary for executives other than CEO; continued AIP during severance period (capped at target; prorated)	2.0x base salary + target bonus lump sum for non-CEO executives; pro‑rated target AIP for year of termination	Applies to “certain U.S. executives, including NEOs”; executive officers’ arrangements approved by Talent Committee
Equity – RSUs	Prorated accelerated vesting based on years since grant	Immediate vesting for certain outstanding RSUs depending on grant timing relative to CIC and termination window
Equity – PSUs	Continue vesting based on actual performance; target prorated by months	Vesting formula uses actual/annualized performance with prorating; double-trigger structure (termination in CIC period)
Benefits	VIP (deferred comp) full vesting; outplacement	COBRA lump sum (24 months for non-CEO); VIP vesting; outplacement	No excise tax gross-ups; cut‑back if beneficial
Restrictive Covenants	Executives (including NEOs) signed 2‑year post-termination non‑compete and non‑solicit; confidentiality covenants	Enforceable per governing law

Investment Implications

Pay-for-performance structure is rigorous and multi-year: AIP tied to revenue and operating income; PSUs tied to 3‑year constant currency revenue and adjusted EPS, with Relative TSR added in 2025, strengthening alignment and reducing windfall risk .
Strong governance reduces trading and pledging risks: strict anti‑hedging/pledging policy and pre‑clearance windows mitigate insider selling pressure; 5‑year ownership compliance period supports skin‑in‑the‑game .
Severance/CIC economics are moderate and double‑trigger: 18‑month base salary severance (base case) and 2x salary+bonus upon CIC termination for non‑CEO executives, with performance‑sensitive PSU vesting, limiting pay-for-failure outcomes; no excise tax gross‑ups .
Execution/retention risks: Non‑compete/non‑solicit standards and multi‑year vesting support retention; however, 2024’s negative 1‑year TSR (acknowledged by the committee) underscores ongoing capital markets sensitivity even amid operational progress .

Supporting Company Performance Data (FY 2024)

Metric	FY 2024
Revenue ($USD Billions)	$8.3
Organic Sales Growth (%)	+1.2%
Adjusted Operating Income ($USD Billions)	$1.812
GAAP Diluted EPS ($USD)	$2.76
Adjusted Diluted EPS ($USD)	$6.70
Cash from Operations ($USD Billions)	$1.185
Free Cash Flow ($USD Billions)	$0.805
Pay vs Performance TSR ($100 initial investment to 12/31/2024)	$95.60

Corporate Secretary role: Kirberger signed the 2025 Proxy and certain 8‑Ks in her capacity as Chief Legal Affairs Officer and Corporate Secretary .