Wayde McMillan

About Wayde McMillan

Wayde McMillan is Executive Vice President and Chief Financial Officer of Solventum, serving since 2024 after joining 3M’s Health Care Business Group as CFO in November 2023. He is 55 years old (as of Dec 31, 2024) and holds a B.S. in Business Administration from Merrimack College and an MBA from Bentley University’s McCallum Graduate School of Business . Company performance metrics tied to his compensation include Constant Currency Revenue and Adjusted Operating Income for annual incentives, and Constant Currency Revenue and Adjusted EPS for PSUs; in 2024 Solventum achieved $8,296M Constant Currency Revenue vs a target of $8,198M and $1,812M Adjusted Operating Income vs a target of $1,804M, resulting in a 110.2% business performance factor; GAAP Net Income was $479M and 2024 TSR translated to a $95.60 value on a fixed $100 investment .

Past Roles

Organization	Role	Years	Strategic Impact
Solventum Corporation	EVP & Chief Financial Officer	2024–present	CFO during first year post-separation; oversaw debt tender offers upsized to $2.0B and signed related financing and secondary offering documents; executed divestiture (Purification & Filtration) with proceeds intended to pay down debt .
3M Health Care Business Group	Chief Financial Officer	Nov 2023–Apr 2024	Transition finance leadership through spin-off period .
Insulet Corporation	EVP, CFO & Treasurer	Mar 2019–Nov 2023	Scaled public medtech finance function; senior capital markets and operational finance leadership .
Medtronic plc (Minimally Invasive Therapies Group)	CFO & VP Finance	Jan 2015–Feb 2019	Led finance for large business unit in medtech .
Covidien plc	Multiple finance leadership roles	Nov 2006–Jan 2015	BU CFO roles across Medical Devices and Surgical Solutions; controller roles in Respiratory & Monitoring Solutions .

External Roles

No public company board service for McMillan is disclosed in Solventum’s 10-K or proxy filings .

Fixed Compensation

Item	2024 Value
Post-Separation 2024 Annual Base Salary Rate ($)	$758,947
Salary Paid in 2024 ($)	$753,421
Target Bonus (% of Base Salary)	0.9x
Target Bonus ($)	$678,079
Actual AIP (Annual Cash Incentive) Paid ($)	$747,243
All Other Compensation ($)	$57,328

Performance Compensation

2024 Annual Incentive Plan (AIP)

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

Final AIP payout calculation for McMillan used his adjusted annual base salary, 0.9x AIP target, and the Business Performance Factor (no individual multiplier applied for 2024) .

Equity Awards Granted (2024)

Grant Type	Grant Date	Target Shares	Max Shares	Grant-Date Fair Value ($)	Performance Metrics	Vesting
Inducement PSUs	05/13/2024	79,190	158,380	$5,000,057	Constant Currency Revenue and Adjusted EPS	3-year performance period 2024–2026
Annual PSUs	05/13/2024	28,509	57,018	$1,800,058	Constant Currency Revenue and Adjusted EPS	3-year performance period 2024–2026
Annual RSUs	05/13/2024	28,509	—	$1,800,058	Time-based	Equal tranches on 05/13/2025, 05/13/2026, 05/13/2027
Make-Whole RSUs	12/01/2023	28,010	—	$3,513,626	Time-based	Vests in full on 12/01/2025
Incremental Fair Value from Conversion	04/01/2024	—	—	$163,588	Conversion of 3M RSUs to Solventum RSUs at separation	N/A

McMillan’s inducement PSU target was increased by the Solventum Talent Committee from $3.1M to $5.0M for internal pay equity considerations .
None of the NEOs received stock options or SARs in 2024; Solventum does not time MNPI disclosures to affect award values .

Stock Vested (2024)

Name	Shares Acquired on Vesting (#)	Value Realized ($)
Wayde D. McMillan	28,010	$2,029,564 (includes $26,568 cash-settled dividend equivalents)

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (as of Mar 5, 2025)	16,903 shares; <1% of outstanding; includes 5 shares converted from 3M at 1:4 ratio
Shares Acquirable in 60 Days	None disclosed for McMillan
Stock Ownership Guidelines	Executive Leadership Team must hold 3x base salary; eligible shares include unvested time-based RSUs; 5 years to reach compliance
Hedging & Pledging	Prohibited: no hedging instruments, short sales, margin accounts, standing orders, or pledging; trading windows and 10b5-1 pre-clearance required
Upcoming Vesting (Time-Based RSUs)	28,010 RSUs vest on 12/01/2025; 28,509 RSUs vest evenly on 05/13/2025, 05/13/2026, 05/13/2027
PSU Performance Period	2024–2026; maximum potential unearned PSUs currently reflected as 158,380 (inducement) and 57,018 (annual)

Employment Terms

Provision	Detail
Severance (Non‑CIC)	18 months base salary; continued AIP payments at actual results capped at 100% and prorated; prorated RSU vesting; continued PSU vesting at actuals with prorated target; full vesting of VIP accounts; outplacement
Potential Payments (Non‑CIC, as of 12/31/2024)	Cash severance $2,910,243; Outstanding PSUs $5,859,060; Unvested RSUs $1,850,341; VIP vesting $22,353; Total $10,645,497
Potential Payments (CIC, as of 12/31/2024)	Cash severance $2,884,000; Prorated AIP $747,243; COBRA $58,679; PSUs $2,371,532; RSUs $3,733,645; VIP vesting $22,353; Total $9,820,952
Restrictive Covenants	Two‑year post‑termination non‑compete and non‑solicit; confidentiality covenants
Clawback (Recoupment) Policy	Restatement recovery under SEC/NYSE rules; misconduct/risk management failures subject to reimbursement/forfeiture; no recoupments in 2024
Deferred Compensation (VIP Excess Plan)	Company contribution $15,095; aggregate balance $15,312 (2024); earnings credited per plan
Hiring Bonus & Repayment Terms	$1,800,000 hiring bonus (paid by 3M prior to separation); must repay in full if resigns or for misconduct before 18 months from start date (Nov 1, 2023)

Performance & Track Record

Finance leadership through Solventum’s first independent year, including signing multiple 8‑Ks for note tender offers (upsized to $2.0B), secondary offering, and M&A divestiture targeted to debt reduction, signaling active capital structure management under his CFO remit .
2024 AIP outcomes above target on both revenue and adjusted operating income, with the Talent Committee acknowledging negative 1‑year TSR but rewarding separation execution and achievement against preset financial goals (no discretionary individual multiplier applied) .

Investment Implications

Alignment: High proportion of at‑risk pay via PSUs/RSUs tied to Constant Currency Revenue and Adjusted EPS, robust ownership guidelines (3x salary), and strict anti‑hedging/pledging policies support shareholder alignment; clawback coverage adds downside accountability .
Retention vs. Overhang: Multi‑year vesting (RSUs through 2027; PSUs through 2026) and severance protections reduce near‑term attrition risk; upcoming RSU vesting dates (Dec 1, 2025; May tranches in 2025–2027) may create mechanical sell pressure for tax withholding and diversification around vest events .
Execution Focus: CFO involvement in debt tenders, secondary offering, and asset sale to pay down debt indicates focus on balance sheet optimization—a lever likely tied to long‑term incentive metrics (EPS) and free cash flow priorities highlighted by the Board; continued delivery against AIP/PSU metrics is key to payout realization .