Tammy Gomez

About Tammy Gomez

Tammy L. Gomez is Solventum’s Chief Human Resources Officer and a 2024 named executive officer; her employment began December 1, 2023 with CHRO appointment contemplated at the spin separation (no later than December 31, 2024) . In fiscal 2024, Solventum delivered constant currency revenue of $8.296B and adjusted operating income of $1.812B, which drove a 110.2% Business Performance Factor and an AIP payout to Ms. Gomez of $504,547 . From listing on April 1, 2024 to year-end, Solventum’s total shareholder return (TSR) was $95.60 on a $100 initial investment (down ~4.4%), underscoring the program’s addition of relative TSR to 2025 PSUs to further link pay to shareholder outcomes .

Past Roles

Not disclosed in company filings reviewed (offer letter and proxy do not include prior employer biography for Ms. Gomez) .

External Roles

Not disclosed in company filings reviewed .

Fixed Compensation

Component	FY 2024
Base salary (earned) ($)	572,308
Post‑separation annual base salary rate ($)	577,892
AIP target (% of base)	80%
AIP payout ($)	504,547
Hiring/sign‑on bonus ($)	2,860,000; paid pre‑Separation by 3M with tiered repayment obligations (see Employment Terms)
All other compensation ($)	42,238 (401k company contributions $25,341; VIP Excess company contributions $7,257; Executive life insurance $9,640)

Performance Compensation

Annual Cash Incentive Plan (AIP) – FY 2024 performance and payout

Metric	Weight	Threshold (25%) ($M)	Target (100%) ($M)	Max (200%) ($M)	Actual ($M)	Metric Payout	Business Performance Factor
Constant Currency Revenue	60%	7,542	8,198	8,854	8,296	115.0%	110.2%
Adjusted Operating Income	40%	1,533	1,804	2,075	1,812	103.0%	110.2%

Executive AIP mechanics	FY 2024
Ms. Gomez AIP target	0.8x base salary
Individual performance multiplier applied	No; committee paid solely on Business Performance Factor
Final AIP payout ($)	504,547

Equity Awards – Grants and vesting mechanics

Award	Grant Date	Type	Target Shares (#)	Threshold / Max (#)	Grant Date Fair Value ($)	Vesting / Performance
Inducement PSUs	05/13/2024	PSUs	22,173	11,087 / 44,346	1,400,003	3‑yr cumulative performance (FY24–FY26); 60% Constant Currency Revenue, 40% Adjusted EPS; vests at end of period, subject to service
Annual PSUs (2024)	05/13/2024	PSUs	11,879	5,940 / 23,758	750,040	3‑yr cumulative performance (FY24–FY26); 60% Constant Currency Revenue, 40% Adjusted EPS; vests at end of period, subject to service
Make‑Whole RSUs	01/02/2024	RSUs	13,026	—	900,097	Time‑vest; 3 equal annual tranches on Jan 2, 2025/2026/2027
Annual RSUs (2024)	05/13/2024	RSUs	11,879	—	750,040	Time‑vest; 3 equal annual tranches on May 13, 2025/2026/2027

2025 PSUs add relative TSR to the long‑term plan to strengthen alignment with shareholder outcomes (annual goals preset for a cumulative 3‑year period) .

RSU Vesting Schedules (material near‑term vestings)

RSU Grant	Tranche Dates	Tranche Shares (#)	Notes
Make‑Whole RSU (01/02/2024)	Jan 2, 2025; Jan 2, 2026; Jan 2, 2027	~4,342 per tranche (13,026/3)	Subject to continued service; see severance treatment below
Annual RSU (05/13/2024)	May 13, 2025; May 13, 2026; May 13, 2027	~3,960 per tranche (11,879/3)	Subject to continued service; see severance treatment below

Equity Ownership & Alignment

Item	As of/Period	Value
Beneficial ownership (direct/indirect)	Mar 5, 2025	2,994 shares
Shares outstanding (denominator)	Mar 5, 2025	173,002,926
Ownership (% of outstanding)	Mar 5, 2025	~0.0017% (2,994/173,002,926)
Unvested RSUs (#)	Dec 31, 2024	13,026 (Make‑Whole); 11,879 (Annual)
Unvested PSUs (max placeholder) (#)	Dec 31, 2024	44,346; 23,758 (shown at 200% max in table)
Shares vested in 2024	FY 2024	0 for Ms. Gomez
Stock ownership guideline	Policy	Executive Leadership Team: 3x base salary; 5‑year window to comply; unvested time‑based RSUs count; compliance status not disclosed
Hedging/shorting/pledging	Policy	Prohibited (no pledging as collateral; no hedging, shorting, standing orders, margin accounts)

Employment Terms

Start date and CHRO appointment: Employment began Dec 1, 2023; CHRO appointment contemplated by Outside Date (Dec 31, 2024) in offer letter .
Restrictive covenants: Two‑year post‑termination non‑compete and non‑solicit (customers and employees); confidentiality covenants required of executives .
Severance (Executive Severance Plan): Upon termination without Misconduct or resignation for Good Reason (with release), cash severance equals continued base salary for 18 months (CHRO level) plus continued AIP (capped at 100% target) for the severance period; prorated RSU vesting based on whole years since grant; PSUs continue to vest based on actual performance with prorated target based on months employed; full vesting of VIP accounts; outplacement .
Change‑in‑Control (CIC) Severance: Within the CIC period, cash severance equals base + target annual bonus times severance multiplier (2× for CHRO); pro‑rated target AIP; accelerated vesting treatment of pre‑CIC RSUs/PSUs per award terms; COBRA lump sum (24 months for CHRO); full VIP accounts vesting; outplacement; excise tax “best‑net” reduction if applicable .
Make‑Whole RSUs treatment: For Ms. Gomez, offer letter provides that any unvested Make‑Whole RSUs automatically remain outstanding and continue to vest as if no termination occurred, upon termination without Misconduct or resignation for Good Reason .
Hiring bonus repayment: $2,860,000 hiring bonus paid by 3M prior to Separation; repay $1,906,666 if resign/misconduct determination before 2nd anniversary of start date; repay $953,333 if resign/misconduct determination before 3rd anniversary .
Clawbacks: SEC‑compliant recoupment for accounting restatements; broader misconduct/risk management failures recoupment (cash incentives, PSUs, RSUs, etc.); CEO/CFO profit disgorgement provision for materially noncompliant financial reports; 2024—no recoupments .
Insider trading windows/pre‑clearance: Trading permitted only during designated windows or under pre‑approved Rule 10b5‑1 plans; certain insiders require pre‑clearance; policy filed as 10‑K exhibit .

Potential Payments Table (FY 2024 hypothetical terminations)

Scenario	Cash Severance ($)	Prorated AIP ($)	COBRA ($)	Outstanding PSUs ($)	Unvested RSUs ($)	VIP Vesting ($)	Life Insurance ($)	Outplacement ($)	Total ($)
Death	—	504,547	—	2,249,475	1,645,224	16,618	2,080,412	—	6,496,276
Disability	—	504,547	—	2,249,475	1,645,224	16,618	—	—	4,415,864
Qualifying termination (no CIC)	2,064,856	—	—	1,726,324	860,498	16,618	—	3,500	4,671,796
Qualifying termination (with CIC)	2,080,413	504,547	35,227	749,825	1,645,224	16,618	—	3,500	5,035,354

Company Performance Context (FY 2024)

Metric	FY 2024
Net Sales ($B)	8.254
Constant Currency Revenue ($B)	8.296
Operating Income (GAAP) ($B)	1.036
Adjusted Operating Income ($B)	1.812
Diluted EPS (GAAP) ($)	2.76
Adjusted Diluted EPS ($)	6.70
Cash from Operations ($B)	1.185
Free Cash Flow ($B)	0.805
TSR (Apr 1–Dec 31, 2024) ($)	95.60

Compensation Structure Analysis

Pay‑for‑performance mix: A majority of NEO pay is at risk; Ms. Gomez’s 2024 total included equity grants (annual PSUs/RSUs and Inducement PSUs) that vest on multi‑year performance/service conditions .
Performance metrics tightening: 2024 PSUs focused on Constant Currency Revenue (60%) and Adjusted EPS (40%); 2025 PSUs add relative TSR to align vesting with shareholder value; AIP uses revenue and adjusted operating income .
Discretion: Committee did not apply individual multipliers for 2024 AIP; payouts were above target solely on achieved Company performance despite negative one‑year TSR .
Risk guards: Ownership guidelines, clawbacks, hedging/pledging prohibitions, and annual plan risk assessment in place .

Related Party Transactions / Red Flags

No related party transactions disclosed involving Ms. Gomez. Governance policies include a formal related‑person transaction review process; broader company disclosures indicate risk mitigation measures and no recoupments in 2024 under the clawback policy .

Equity Ownership & Insider Selling Pressure Indicators

Near‑term RSU vestings (~8.3k shares across Jan and May 2025 tranches) and PSU performance windows create potential supply as units settle, mitigated by insider trading windows and prohibitions on pledging/hedging .
Beneficial ownership is de minimis (~0.0017%) versus shares outstanding; program’s ownership guideline allows five years to reach 3x salary target (unvested time‑based RSUs counted), reducing forced selling pressure to meet guidelines .
Form 4 activity for Ms. Gomez existed in early 2025 per proxy footnote; the proxy’s beneficial ownership table reflects holdings; transaction specifics not detailed in proxy excerpts .

Investment Implications

Alignment: The addition of relative TSR to 2025 PSUs, clawbacks, no pledging/hedging, and multi‑year vesting improve alignment, though 2024 AIP above‑target payouts alongside negative TSR reflect reliance on operating measures over market returns .
Retention: Tiered hiring bonus repayment through the third anniversary and favorable treatment of Make‑Whole RSUs upon qualifying terminations support retention; severance/CIC terms (2× multiple for CHRO; continued AIP; COBRA) offer competitive risk mitigation .
Supply overhang: Scheduled RSU tranches and eventual PSU settlements represent potential selling pressure windows, moderated by policy controls and five‑year ownership compliance runway .
Execution risk: Delivering on multi‑year PSU targets (Revenue, Adjusted EPS, and TSR) is key; 2024 demonstrated operating outperformance versus targets, but TSR lag underscores the importance of market‑linked metrics added for 2025 .