Shirley Edwards
About Shirley Edwards
Independent director of Solventum Corporation; age 64; appointed April 12, 2024; Audit Committee “financial expert” as determined by the Board. Former Ernst & Young partner and Global Client Service Partner with deep public company accounting and assurance experience; Bachelor of Science in Accounting from Virginia Tech. Current board committees: Audit and Talent; independence affirmed under NYSE listing standards and Solventum’s Director Independence Guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young Global Limited | Global Client Service Partner | 2017–2022 | Oversaw multibillion-dollar assurance practice across 20 countries and 20,000 professionals; drove productivity via technology, analytics and process automation |
| Ernst & Young | Partner | 2002–2022 | Led client service delivery and people strategy; extensive governance, finance, portfolio management, and M&A advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Appian Corp. | Director | Current | Public company board service |
| Baker Hughes Company | Director | Current | Public company board service |
| Cumming Group | Director | Current | Other directorship |
| Girl Scouts of the Nation’s Capital | Board role/member | Current | Non-profit involvement |
| Pamplin College of Business Advisory Council (Virginia Tech) | Advisory council member | Current | Academic advisory |
| Virginia Tech Foundation Board of Directors | Director | Current | Academic foundation board |
Board Governance
- Committees: Audit (member; designated audit committee financial expert) and Talent (member). Audit Committee met 6 times in 2024; Talent Committee met 5 times in 2024.
- Independence: Board determined all directors other than the CEO are independent under NYSE standards and Solventum’s Director Independence Guidelines; Board committees are 100% independent.
- Attendance and engagement: Board held 7 meetings in 2024; all directors attended at least 75% of Board and committee meetings; independent director executive sessions at each regularly scheduled Board meeting.
- Board leadership and structure: Independent Chair; committee chairs selected based on expertise; Board is classified with phased declassification to annual elections by 2028.
- Directorship limits and retirement age: Independent directors capped at four public-company boards (two for sitting public-company C-suite officers); non-employee director retirement age 75.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $86,373 | Prorated to appointment effective April 12, 2024 (standard annual retainer is $120,000; chair and committee chair premiums apply only to chairs) |
| Committee membership fees | $0 | Only committee chairs receive additional fees; Edwards is a member, not chair |
| Total cash fees | $86,373 | Sum of cash fees earned in 2024 |
Performance Compensation
| Component | Grant Date Fair Value (2024) | Vesting | Shares/Units Outstanding |
|---|---|---|---|
| Annual RSU grant (non-employee director) | $225,000 | One-year vesting | Included within total unvested RSUs count below |
| One-time “Founder’s” RSU grant | $125,000 | Two-year cliff vesting | Included within total unvested RSUs count below |
| Total stock awards (RSUs) | $350,000 | As above | Edwards held 5,544 unvested RSUs as of Dec 31, 2024 |
- Director equity awards are time-based RSUs; no director performance-based equity metrics disclosed.
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Appian Corp. | Application software | Director | No related-party transactions disclosed; governance policy requires prior notice and conflict review for new boards |
| Baker Hughes Company | Energy equipment/services | Director | No related-party transactions disclosed; well within Solventum’s limit on outside public-company boards |
Expertise & Qualifications
- Audit/financial expertise: Over four decades in financial accounting and assurance; designated Audit Committee financial expert.
- Global operations: Senior role overseeing operations across 20 countries with large teams.
- Strategy/M&A: Extensive experience advising and guiding companies through M&A, portfolio management and transformation.
- Risk management: Deep knowledge of financial and regulatory risk oversight.
- Education: B.S. in Accounting, Virginia Tech.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | — | Table lists “—” for Edwards; beneficial ownership less than 1% of shares outstanding |
| Ownership % of class | * (<1%) | Based on 173,002,926 shares outstanding |
| Unvested RSUs | 5,544 units | As of Dec 31, 2024 (includes annual and Founder’s grants) |
| Pledging/Hedging | Prohibited | Directors/officers prohibited from pledging and hedging; no standing orders; margin accounts prohibited |
| Director stock ownership guideline | 5x annual retainer | Non-executive directors required to hold 5x annual retainer; 5-year compliance window |
| Compliance status | Not disclosed | Initial calculation grants 5 years to meet guidelines |
Governance Assessment
- Strengths supporting investor confidence: Independent director with audit committee financial expert designation; serves on Audit and Talent Committees; strong attendance culture; independent Board and committees; robust anti-hedging/anti-pledging policy; formal ERM and cybersecurity oversight; rigorous related-party transaction review.
- Alignment and incentives: Director compensation mix emphasizes long-term RSUs; stock ownership guideline of 5x annual retainer; prohibition on hedging/pledging enhances alignment.
- Potential workload/conflict considerations: Dual public-company directorships (Appian, Baker Hughes) but within Solventum’s limit on outside boards; no related-party transactions involving Edwards disclosed.
- Attendance/engagement: Board met 7 times, committees met 18 times; all directors met ≥75% attendance threshold; executive sessions held at each regular meeting.
No red flags disclosed specific to Edwards regarding related-party transactions, low attendance, hedging/pledging, or compensation anomalies.