Susan DeVore
About Susan D. DeVore
Susan DeVore (age 66) is an independent Class II director of Solventum and Chair of the Governance Committee, bringing 40+ years of experience in finance, strategy, and healthcare consulting, including CEO leadership at a major healthcare improvement company (Premier Inc.). She joined the Solventum board at separation (effective April 1, 2024), and is considered independent under NYSE standards; the board has an independent chair structure. Her background emphasizes healthcare operations, technology/digital growth, regulatory oversight, risk management, and M&A integration.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Premier Inc. | Chief Executive Officer | 2013–2021 | Oversaw significant organic/inorganic growth, technology investment, and balanced capital deployment (as summarized by SOLV). |
| Premier Inc. | President | 2013–2019 | Executive leadership through growth and technology initiatives (as summarized). |
| Premier Inc. (post-CEO) | Consultant | 2021–2023 | Continued advisory engagement post-CEO tenure. |
| Premier Healthcare Solutions (affiliated entities) | President & CEO | 2009–2013 | Operational leadership in healthcare improvement/provider solutions. |
| Premier (affiliated entities) | Chief Operating Officer | 2003–2009 | COO for multiple affiliates, focus on operations/efficiency. |
External Roles
| Category | Organization | Role | Notes |
|---|---|---|---|
| Current public board | Elevance Health, Inc. | Director | Current public directorship (payer). |
| Current public board | Unum Group | Director | Current public directorship (insurer). |
| Prior public board | Premier, Inc. | Director | Former public board service. |
| Nonprofit/other | AdventHealth System | Director | Nonprofit health system board. |
Board Governance
- Committee roles: Governance Committee Chair; committee met 4 times in 2024. She is not listed on Audit, Talent, or Science/Technology committees.
- Independence: All directors other than the CEO are independent under NYSE and SOLV guidelines (includes DeVore).
- Board structure and leadership: Independent Chair (Carrie S. Cox); Solventum maintains independent board leadership.
- Meetings and attendance: Board held 7 meetings and committees held 18 meetings in 2024; all directors attended at least 75% of board/committee meetings on which they served. Independent directors meet in executive session at each regularly scheduled board meeting.
- Shareholder engagement: In 2024, the Board/management engaged shareholders representing >40% of outstanding shares; upon request, the Board Chair, Talent Chair, and Governance Chair (DeVore) met with holders representing 29% of outstanding shares.
- Enterprise risk: ERM leaders provide quarterly updates to the Governance Committee and annual updates to the Board; Governance Committee oversees enterprise risk assessment/management, related-party transactions, and governance structure.
- Other directorship limit: SOLV limits directors to ≤4 public company boards (including SOLV). DeVore currently holds 2 other public boards plus SOLV (within limit).
Fixed Compensation (Non‑Employee Director)
| Component | Policy/Amount | 2024 Amount for DeVore |
|---|---|---|
| Annual cash retainer | $120,000 for non‑employee directors | $101,250 (prorated from April 1, 2024; reflects role and timing) |
| Committee chair fee | Governance Chair: +$15,000 | Included in the $101,250 cash total (prorated) |
| Board chair fee | +$50,000 (Chair only) | N/A for DeVore |
| Meeting fees | Not disclosed/none listed | Not disclosed |
Notes: Effective appointment date for non‑employee directors (other than two named exceptions) was April 1, 2024, explaining proration.
Performance Compensation (Director Equity)
| Equity Element | Structure | 2024 DeVore Awards/Status |
|---|---|---|
| Annual RSU grant | $225,000 grant-date fair value; 1‑year vest | Part of $350,000 total stock awards for 2024 (see below) |
| One‑time Founder’s RSU grant (2024) | $125,000 grant-date fair value; 2‑year cliff vest | Part of $350,000 total stock awards for 2024 |
| Total 2024 stock awards (director table) | Sum of annual RSU + Founder’s grant | $350,000 for DeVore |
| Unvested RSUs (12/31/2024) | Count outstanding at year‑end | 5,544 unvested RSUs for each non‑employee director other than the Chair (includes DeVore) |
Note: Director equity is time‑based (no performance metrics); RSUs align directors with shareholders via ownership and vesting.
Other Directorships & Interlocks
| Type | Company | Role | Potential Interlocks with SOLV |
|---|---|---|---|
| Current public | Elevance Health, Inc. | Director | No SOLV‑disclosed related‑party linkage/interlock; Governance Committee screens related‑person transactions. |
| Current public | Unum Group | Director | No SOLV‑disclosed related‑party linkage/interlock; Governance Committee oversight. |
| Prior public | Premier, Inc. | Director (former) | No SOLV‑disclosed related‑party linkage/interlock. |
| Nonprofit | AdventHealth System | Director | No SOLV‑disclosed related‑party linkage/interlock. |
Related‑party process: Governance Committee reviews/approves related‑person transactions >$120,000; any member with a related interest recuses. A disclosed related party item in 2024 involved the CEO’s brother‑in‑law as an employee, reviewed/approved by Governance Committee; compensation deemed commensurate.
Expertise & Qualifications
- Healthcare leadership: 40+ years across provider and payer ecosystems; CEO tenure at Premier Inc.
- Strategy & M&A: Significant acquisitions, integrations, and capital deployment oversight.
- Technology/digital: Experience driving growth through technology/digital capabilities.
- Regulatory/quality oversight: Executive responsibility in a regulated industry; risk oversight experience as director and CEO.
- Financial acumen: Seasoned executive experience during periods of organic/inorganic growth.
Equity Ownership
| Item | Detail |
|---|---|
| Common stock beneficially owned (3/5/2025) | “—” (no shares reported); less than 1% of class. |
| Shares acquirable in 60 days | “—” (none reported). |
| Unvested RSUs (12/31/2024) | 5,544 unvested RSUs (non‑chair directors). |
| Pledging/Hedging | Prohibited for directors (no pledging; no hedging; no short sales; no margin accounts). |
| Director stock ownership guideline | 5x annual board retainer for non‑executive directors (policy adopted). |
| Compliance status | Individual director compliance not disclosed. |
Governance Assessment
-
Strengths
- Independent director and Governance Committee Chair; board maintains independent Chair structure.
- Active oversight remit: Governance Committee leads board composition, governance standards, ERM policy oversight, and related‑party screening; ERM updates provided quarterly to the committee.
- Shareholder engagement: Governance Chair (DeVore), Board Chair, and Talent Chair engaged with holders representing 29% of outstanding shares in 2024; broader outreach >40%.
- Alignment policies: Anti‑pledging/hedging, robust insider trading controls; director equity grants and ownership guidelines (5x retainer) promote long‑term alignment.
-
Watch items / potential red flags
- Low reported direct share ownership as of March 5, 2025 (no beneficially owned common shares reported), though directors hold unvested RSUs; investors may monitor build‑up toward ownership guidelines.
- Early board tenure (appointed effective April 1, 2024) in a newly public, post‑spin environment; continued monitoring of governance effectiveness and ERM oversight is warranted.
- Classified board structure until 2028; declassification planned but staggered terms persist in the near term.
- Concentrated shareholder: 3M owns 19.9% (with proxy to vote proportionally), representing an ownership overhang; not a control vote but notable for governance dynamics.
Director Compensation (2024 detail for DeVore)
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 101,250 |
| Stock awards (RSUs; fair value) | 350,000 |
| Total | 451,250 |
Policy context: Non‑employee directors receive $120,000 cash retainer; committee chair fees include +$15,000 for Governance Chair; annual RSU $225,000 (1‑year vest); one‑time 2024 Founder’s RSU $125,000 (2‑year cliff).
Insider Trades
| Date | Form | Transaction | Notes |
|---|---|---|---|
| — | — | — | No Form 4 transactions for Ms. DeVore referenced in the 2025 proxy; beneficial ownership table shows no common shares reported as of 3/5/2025. |
Board Governance (Attendance and Committee Activity)
| Item | 2024 Detail |
|---|---|
| Board meetings held | 7 |
| Governance Committee meetings (Chair: DeVore) | 4 |
| Attendance | All directors attended ≥75% of board/committee meetings on which they served. |
| Executive sessions | Independent directors meet in executive session at each regularly scheduled board meeting. |
Related‑Party Transactions Oversight
- Process: Governance Committee reviews/approves related‑person transactions >$120,000; related directors recuse.
- 2024 disclosure: CEO’s brother‑in‑law hired as VP Sales; compensation ~$525,000 plus equity/benefits; Governance Committee approved after a robust search; amounts deemed commensurate.
Summary Implications for Investors
- DeVore’s role as Governance Chair, independence, ERM/related‑party oversight, and direct participation in investor engagement are positives for board effectiveness and investor confidence.
- Monitor progress toward director ownership guidelines given low reported common share ownership at 3/5/2025 and the board’s early tenure post‑spin within a classified structure through 2028.