3M Co DEF 14A, filed Mar 22, 2023

About this DEF 14A

3M Co (MMM)

DEF 14A 2023-03-22

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Added on June 12, 2026

Participants

Topics Discussed

Feedback

During 2022, members of senior management met with a cross-section of shareholders owning approximately:

or

22% of our
outstanding
shares

33% of our
institutional
shareholders

Two of our directors — our Lead Independent Director and Chairman of the Board — participated in our 2022 engagement.

Board / Corporate Governance

●  Process related to health care business spin-off

●  Board composition, including refreshment, skills matrix, and diversity

●  Director orientation, education, and evaluation

●  Risk oversight (sustainability and litigation/regulatory)

●  Executive compensation

●  Board interactions with management and broader organization

Operations / Supply Chain

●  Current challenges, strategy, and business model evolution

Environmental / Social / Sustainability

●  Carbon/water stewardship goals, plastics reduction, investments, and pathway to achieve goals

Litigation

●  PFAS and other litigation management

●  Impact on culture

Investors provided valuable comments and perspectives on the Company’s governance practices, including the process related to the Company’s planned spin-off of its health care business; the Board’s overall diversity; director refreshment (including director skills matrix); risk oversight; litigation management; and the Company’s actions in managing supply chain challenges and environmental stewardship, social justice, and sustainability matters, including investments, progress towards goals, and the addition of an environmental, social, and governance (ESG) modifier to the Company’s executive compensation program.

The feedback from these meetings was shared with the Board of Directors and helped inform the Board on corporate governance practices and trends.

3M Co filed this DEF 14A on March 22, 2023.

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☐		Preliminary Proxy Statement
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☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

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	Time and Date 8:30 a.m., Central Daylight Time Tuesday, May 9, 2023


	Where
	Virtual only at www.virtualshareholder meeting.com/MMM2023

How to vote
Whether or not you plan to attend the virtual meeting, please vote your proxy either by using the Internet or telephone as further explained in this Proxy Statement or by filling in, signing, dating, and promptly mailing a proxy card.

	By Telephone
	In the U.S. or Canada, you may vote your shares toll-free by calling 1-800-690-6903.

	By Internet
	You may vote your shares online at www.proxyvote.com.

	By Mail
	You may vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.

	By Online Voting
	You may vote online at the virtual Annual Meeting.

Items of business		Board Recommendation

1.	Elect the 10 directors identified in the Proxy Statement, each for a term of one year.		FOR
2.	Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2023.		FOR
3.	Approve, on an advisory basis, the compensation of our Named Executive Officers.		FOR
4.	Approve, on an advisory basis, the frequency of advisory votes on the compensation of our named executive officers.		Every “1 Year”

Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement.

A letter to our shareholders	3
Notice of 2023 Annual Meeting of shareholders	4
Proxy highlights	7
Corporate governance at 3M	18
Proposal 1 Elect the 10 Directors Identified in this Proxy Statement	18
Nominees for director	20
Board membership criteria	26
Director nominees — diversity of skills and experience	26
Diversity	27
Board self-evaluation process	27
Director nomination process	28
Identification, evaluation, and selection of nominees	28
Shareholder nominations	29
Shareholder nominations — advance notice bylaw	29
Shareholder nominations — universal proxy rules	29
Proxy access nominations	29
Director orientation and continuing education	29
Director independence	30
Corporate governance practices and policies	30
Corporate governance highlights	31
Corporate governance guidelines	32
Communication with directors	32
3M’s codes of conduct	32
Public policy engagement	33
Related person transaction policy and procedures	33
Policy on adoption of a rights plan	34
Key areas of Board oversight	34
Board’s role in strategy	34
Board’s role in risk oversight	34
Board’s role in management succession planning and human capital management	36
Board’s role in sustainability	36

Board structure and processes	40
Board’s leadership structure	40
Lead Independent Director	41
Executive sessions	41
Board committees	42
Director compensation	47
Philosophy and process	47
Elements of annual compensation for non-employee directors	47
2022 director compensation table	48
Reasonableness of non-employee director compensation	49
Stock retention requirement	50
Prohibition of hedging, pledging, and other actions	50
Audit Committee matters	51
Proposal 2 Ratification of the Appointment of Independent Registered Public Accounting Firm for 2023	51
Audit Committee report	52
Audit Committee policy on pre-approval of audit and permissible non-audit services of the independent accounting firm	53
Fees of the independent accounting firm	53
Audit Committee restrictions on hiring employees of the independent accounting firm	54
Executive compensation	55
Proposal 3 Advisory Approval of Executive Compensation	55
Proposal 4 Advisory Approval on the Frequency of Advisory Votes on Executive Compensation	56
Compensation discussion and analysis	57
Section I: Executive overview	58
Section II: How we determine executive compensation	67

Section III: Overview of compensation program design	70
Section IV: Incentive compensation attainments and awards	75
Section V: 2022 compensation decisions and performance highlights	81
Section VI: Ways in which we address risk and governance	86
Compensation and Talent Committee report	89
Compensation and Talent Committee interlocks and insider participation	89
Executive compensation tables	90
2022 summary compensation table	90
2022 all other compensation table	91
Grants of plan-based awards	92
2022 outstanding equity awards at fiscal year-end table	93
2022 option exercises and stock vested table	95
Pension benefits	96
Nonqualified deferred compensation	97
Potential payments upon termination or change in control	99
Pay ratio	104
Pay versus performance disclosure	104
Stock ownership information	108
Security ownership of management	108
Security ownership of certain beneficial owners	109

Other information	110
Proxy Statement	110
Purpose of the Annual Meeting	110
Participating in the virtual Annual Meeting	110
Information about the Notice of Internet Availability of Proxy Materials	111
Shareholders entitled to vote	112
Proposals you are asked to vote on and the Board’s voting recommendations	113
Voting requirements to elect directors and approve each of the proposals described in this Proxy Statement	114
Voting methods	115
Changing your vote	116
Counting the vote	116
Confidentiality	116
Results of the vote	116
Delivery of documents to shareholders sharing an address	116
List of shareholders	117
Cost of proxy solicitation	117
Transfer agent	117
Requirements for submission of shareholder proposals for next year’s Annual Meeting	117
Appendix A: Supplemental consolidated statement of income information	118
GAAP to non-GAAP reconciliation	118
Appendix B: Meaning of certain terms	123

	Leadership. Significant leadership experience with understanding of complex global organizations, strategy, risk management, and how to drive change and growth.			Finance. Financial metrics measures our performance. All directors must understand finance and financial reporting processes. All, but one, Audit Committee members qualify as “audit committee financial experts.”

	Manufacturing. As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company.			Global. Global business experience is critical to 3M’s international growth with 60 percent of sales from outside the U.S. in 2022.

	Supply Chain. Directors with expertise in the management of the upstream and downstream relationships with suppliers and customers provide important perspectives on achieving efficient operations.			Risk Management. Directors with experience in risk management and oversight, including environmental, social, and cybersecurity, play an important role in the Board’s oversight of risks.

	Technology. As a diversified technology, science-based Company, directors with technology backgrounds understand 3M’s 51 technology platforms and the importance of investing in new technologies for future growth.			Marketing. Organic growth is one of 3M’s financial metrics and directors with marketing expertise provide important perspectives on developing new markets.

Qualifications and Attributes		Brown	Chow	Dillon	Eskew	Fitterling	Hood	Kereere	Page	Pizarro	Roman
	Leadership	■	■	■	■	■	■	■	■	■	■
	Manufacturing	■			■	■			■		■
	Supply Chain	■	■	■	■	■		■	■	■	■
	Technology		■	■	■	■	■	■		■	■
	Finance	■	■	■	■	■	■	■	■	■	■
	Global	■	■		■	■	■	■	■	■	■
	Risk Management	■	■	■	■	■	■	■	■	■	■
	Marketing		■	■	■	■	■	■	■
Demographic Background
Tenure (Years)		10	<1	8	20	2	6	1	7	<1	5
Age (Years)		67	56	71	73	61	51	57	71	57	63
Gender (Male/Female)		M	F	M	M	M	F	F	M	M	M
Race/Ethnicity
African American/Black		■						■
Asian			■
Hispanic										■
Caucasian/White				■	■	■	■		■		■

●	Organic sales growth of 1.2 percent, which included a 2.0 percent headwind from the decline in disposable respirator demand and the Russia exit;

●	Adjusted EPS of $10.10;⁽¹⁾

●	Adjusted free cash flow of $4.7 billion;⁽¹⁾

●	Adjusted free cash flow conversion of 82 percent;⁽¹⁾

●	Reduced total debt by $1.4 billion to strengthen our balance sheet; and

●	Returned $4.8 billion to shareholders through dividends and share repurchases.

●	The short-term incentive program paid out at 54 percent of target for our CEO and between 40.3 percent and 84.8 percent of target for our other Named Executive Officers;

●	The long-term performance shares for the 2020-2022 performance period were earned at 94.8 percent of target, which represented 84.4 percent of the initial target grant value after considering the change in market value of 3M’s common stock over the performance period and accounting for the dividend equivalents associated with earned performance shares; and

●	The Company’s 2022 performance also resulted in accruals significantly below target, at 6.8 percent and zero percent of target, for the 2022 performance year of the outstanding 2021 performance share awards (2021 – 2023 performance period, where 2022 performance is weighted 30 percent) and 2022 performance share awards (2022 – 2024 performance period, where 2022 performance is weighted 50 percent), respectively.

Performance	● 2022 organic sales growth of 1.2 percent, $10.10 adjusted earnings per share, adjusted free cash flow of $4.7 billion with adjusted free cash flow conversion of 82 percent, while focusing on our customers and managing through an uncertain global macroeconomic and geopolitical environment* ● Maintained strong spending discipline, addressed inflation through selling price actions, and drove operational improvements to address supply chain challenges	● Strengthened the balance sheet providing financial flexibility, reduced total debt by $1.4 billion, while returning $4.8 billion to shareholders in 2022 via dividends and gross share repurchases ● Over 105 consecutive years of paying dividends to shareholders and 65 consecutive years of ordinary dividend increases *See Appendix A to this Proxy Statement for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures.

Innovating for the future	● Continued to innovate for customers and capitalize on growth, productivity, and sustainability opportunities ● Invested $3.6 billion in the combination of research and development and capital expenditures to position 3M for the future, including investments focused on growth, productivity, and sustainability — particularly water and air stewardship ● 3M innovation reduced customer greenhouse gas (GHG) emissions by helping avoid emitting over 121 million metric tons of CO₂equivalent. At the same time, reduced 54.2 million pounds of virgin fossil-based plastic use in products and packaging	● Launched 139 new products across our four market-leading business groups ● Awarded a total of 2,600 patents from patent offices around the world in 2022, including 562 patents granted to 3M by the United States Patent and Trademark Office, which brings to nearly 132,000 total patents awarded to 3M since our inception ● Invested in projects to reduce water usage, install purification technology at largest water-using locations and return higher quality water to the environment after usage
Portfolio management	● Announced the spin-off of our Health Care business with a focus on creating a leading global diversified healthcare company and a more focused 3M ● Enhanced shareholder value through active portfolio management, including the divestiture of our Food Safety business, consumer skin care brands Neobun^™ and Neoplast^™ in Thailand, and floor care products business in Europe, and the acquisition of LeanTec’s technology assets to advance digital solutions for auto body shops ● Prioritized investments in growth, productivity, and sustainability	● Continued to invest in growth opportunities, aligned to global trends that take best advantage of 3M innovation, including in automotive electrification, industrial automation, biopharma processing, and home improvement ● Following through on sustainability commitments: investing $1 billion over 20 years to accelerate air and water stewardship and plastics reduction goals ● Committed to exit PFAS manufacturing by the end of 2025

Transforming 3M operating model	● Advanced our business group-led operating model, including simplifying and streamlining our organization and further aligning to customers and go-to-market models for improved growth, operating agility, and accountability	● Focused on transformation including adjusting our operations and supply chain structure to the changing economic realities and advancing our digital strategies to better serve customers and improve efficiency of operations

People and culture	● Advanced diversity, equity, and inclusion within 3M and its communities with new investments and initiatives; issued annual diversity, equity, and inclusion report to strengthen accountability and transparency ● Continued to focus on employee health, safety, and well-being, including new flexible work arrangements and factory investments	● Honored by Ethisphere^®Institute as one of “The World’s Most Ethical Companies^®” for the 9^thconsecutive year ● Recognized as one of the “25 incredible companies that are building the best workplace cultures in the world.” 3M also secured 15 National Best Workplaces^™ Awards

2022 Pay Elements⁽¹⁾			2022 Performance Metrics, Weightings, and Modifiers⁽²⁾
CEO	Other NEOs	Why It Is Provided	2022 Performance Metrics, Weightings, and Modifiers⁽²⁾
		● Compensate executives for their normal day-to-day responsibilities
		● Motivate executives to stay focused on day-to-day operations by aligning a significant portion of Total Cash Compensation with the near-term financial performance of the Company and its business units	● Local Currency Sales (of 3M or a business unit, as applicable) vs. Plan (50%) ● Operating Income (of 3M or a business unit, as applicable) vs. Plan (30%) ● 3M Operating Cash Flow Conversion vs. Plan (20%) ● Individual performance (± 20%) ● ESG modifier (± 10% of target)
Performance Shares		● Motivate executives to focus on continuously improving performance in key financial metrics believed to drive long-term shareholder value ● Retain executive talent	● Earnings per Share Growth (33.3%) ● Free Cash Flow Growth (33.3%) ● Relative Organic Sales Growth (33.3%)

Stock Options⁽³⁾		● Motivate executives to build long-term shareholder value ● Retain executive talent	● Vesting is based on continued service, while value of the options is based on stock price appreciation (100%)

Restricted Stock Units⁽³⁾		● Motivate executives to build long-term shareholder value ● Retain executive talent	● Vesting is based on continued service, while value of the RSUs is based on total shareholder return (100%)

⁽¹⁾	Percentages shown reflect the apportionment (or, in the case of the percentages shown for the Other NEOs, the average apportionment) of the components of target total direct compensation that are expected to be recurring. Such amounts do not reflect special items such as hiring bonuses, one-time make-whole and inducement awards granted in connection with the commencement of employment, or retention awards. The percentages shown for the Other NEOs also do not reflect items provided to Ms. Poul, who retired in 2022. If Ms. Poul had been included, the percentages shown would have been as follows: Base Salary — 16%; AIP — 16%; PSAs — 34%; Stock Options — 17%; and RSUs — 17%. Numbers may not add to 100 percent due to rounding.
⁽²⁾	In determining the level of achievement of the performance goals established under the AIP and the performance share awards for any given period, the costs, sales and impact on assets and liabilities from acquisitions are excluded in the year that the acquisition is completed. The Compensation and Talent Committee also makes other adjustments from time to time for special items that it believes are unrelated to the operational performance of the Company for the relevant measurement period (e.g., changes in tax laws or accounting principles, asset write-downs, the impact of restructurings, divestitures, or asset sales, unusual tax transactions, litigation or claim judgments and settlements, and other special items described in management’s discussion and analysis of financial conditions and results of operations appearing in the Company’s annual/quarterly report to shareholders for the applicable period). These adjustments can have either a positive or negative impact on award payouts.
⁽³⁾	For the Company’s CEO, the Compensation and Talent Committee chose to deliver 50 percent of the target grant value of his annual long-term incentive awards in the form of performance shares and the remaining 50 percent in the form of stock options. Each of the Company’s other executives was given an opportunity to indicate a preference to receive 50 percent of the target grant value of their annual long-term incentive awards in the form of RSUs, stock options, or an equal split of both stock options and RSUs. Regardless of an executive’s indicated preference, the remaining 50 percent of the target grant value of his or her 2022 annual long-term incentive awards was delivered in the form of performance shares. The percentages shown reflect the apportionment of stock options and RSUs based on the elections for 2022 made by the NEOs (other than our CEO, who was not offered an opportunity to make an election).

●	Effective for the 2022 annual incentive compensation program offered to eligible employees, updated the metrics and weightings with the intent of sharpening focus on performance against the operating plan, prioritizing operating cash flow conversion as a key driver of operating value, and enhancing focus on inventory and receivables performance. For more information about the new design, see “Annual incentive” on page 71.

●	Added a new ESG modifier to the formula used to calculate the annual incentive compensation earned by the Company’s senior executives, including our Named Executive Officers. Beginning in 2022, amounts earned by the Company’s senior executives may be increased 10 percent of target, decreased 10 percent of target, or left unchanged based on the Compensation and Talent Committee’s assessment of 3M’s performance against a selection of pre-set goals ESG goals. For more information about the new ESG modifier, see “Annual incentive — ESG Modifier” on page 72.

●	Effective for grants made to executives in 2022, updated the metrics, weightings, and certain other aspects of the Company’s performance share awards. The changes generally are intended to strengthen the link to value creation for 3M in the current environment and better align the macro benchmark used as the basis of the relative metric with 3M’s business portfolio. For more information, see “Long-term incentives — 2022 performance share awards” on page 72.

●	Beginning with the annual grants made in 2022, increased (from 25 percent to 50 percent) the portion of the target grant value that the Company’s executives (other than our CEO) may ask to receive in the form of stock options, restricted stock units, or a combination of both. Regardless of an executive’s indicated preference, the remaining 50 percent of the target grant value of his or her annual long-term incentive awards was delivered in the form of performance shares.

●	Effective August 11, 2022, amended the Executive Severance Plan to cap at target the amount of any payment under the Annual Incentive Plan that relates to the period following the participant’s termination of employment.


Age 67 Director since 2013 Other current directorships ● ConAgra Foods, Inc. 3M Board committee(s) ● Audit ● Nominating and Governance (Chair-elect) Directorships within the past five years ● Tower International, Inc.		Thomas “Tony” K. Brown Independent Retired Group Vice President, Global Purchasing, Ford Motor Company Professional Highlights Mr. Brown is the Retired Group Vice President, Global Purchasing, Ford Motor Company, a global automotive industry leader. Mr. Brown served in various leadership capacities in global purchasing since joining Ford in 1999. In 2008, he became Ford’s Group Vice President, Global Purchasing, with responsibility for approximately $90 billion of production and non-production procurement for Ford operations worldwide. He retired from Ford on August 1, 2013. From 1997 to 1999 he served in leadership positions at United Technologies Corporation, including its Vice President, Supply Management. From 1991 to 1997 he served as Executive Director, Purchasing and Transportation at QMS Inc. From 1976 to 1991 he served in various managerial roles at Digital Equipment Corporation. Nominee Qualifications Mr. Brown’s bachelor’s degree in business administration from American International College in Springfield, Massachusetts, his leadership roles, including his experience serving as a director of the public companies listed, and his knowledge of and extensive experiences in global purchasing, management, and supply chain at Ford Motor Company and other companies, qualify him to serve as a director of 3M.


Age 56 Director since 2023 Other current directorships ● Franklin Covey Co. (lead independent director) 3M Board committee(s) ● Compensation and Talent ● Science, Technology & Sustainability		Anne H. Chow Independent Retired Chief Executive Officer, AT&T Business Professional Highlights Ms. Chow is the retired Chief Executive Officer of AT&T Business, which provides solutions to businesses across all industries as well as the public sector. She is also the founder and CEO of The Rewired CEO, a business service firm, and serves as Adjunct Professor of Executive Education at the Kellogg School of Management, Northwestern University. Ms. Chow served as the CEO of AT&T Business from 2019 to 2022 after having served in various executive leadership positions at AT&T since 2000, including President — National Business, President — Integrator Solutions, and Senior Vice President — Premier Client Group. At AT&T Business, Ms. Chow was responsible for nearly 3 million business customers in more than 200 countries and territories around the world, including nearly all the world’s Fortune 1000 companies. Her responsibilities encompassed AT&T’s full suite of business services across wireless, networking, cybersecurity, and advanced solutions, covering more than $35 billion in revenues with an organization of over 35,000 people. She has a long track record of community leadership involvement in board and advisory roles at organizations such as the Girl Scouts of the USA, New Jersey Chamber of Commerce, and the Asian American Justice Center. Reflective of her impact in driving success at the intersection of people, culture, and technology, Ms. Chow was named to Fortune’s Most Powerful Women in Business twice, Forbes inaugural CEO Next List of Leaders set to revolutionize American business, and recognized with Linkage’s Legends in Leadership Award. Nominee Qualifications Ms. Chow’s master’s degree in business administration from Cornell University, her bachelor’s and master’s degrees in electrical engineering from Cornell University, her decades of executive leadership positions at AT&T, including as CEO of AT&T Business, and her extensive global and cross-functional experience in management, technology, cybersecurity, marketing and sales, operations, strategy, business and culture transformation, finance, and ESG matters, as well as her experience as a director at another public company, qualify her to serve as a director of 3M.


Age 71 Director since 2015 Other current directorships ● Union Pacific Corporation 3M Board committee(s) ● Audit (Chair) ● Nominating and Governance		David B. Dillon Independent Retired Chairman of the Board and Chief Executive Officer, The Kroger Co. Professional Highlights Mr. Dillon is the Retired Chairman of the Board and Chief Executive Officer, The Kroger Co., a large retailer that operates retail food and drug stores, multi-department stores, jewelry stores, and food production facilities throughout the U.S. Mr. Dillon retired on December 31, 2014 as Chairman of the Board of Kroger, where he was Chairman since 2004 and was the Chief Executive Officer from 2003 through 2013. Mr. Dillon served as President of Kroger from 1995 to 2003 and was elected Executive Vice President in 1990. Mr. Dillon served as Director of The Kroger Co. from 1995 through 2014. Mr. Dillon began his retailing career at Dillon Companies, Inc. (later a subsidiary of The Kroger Co.) in 1976 and advanced through various management positions, including its President from 1986-1995. Nominee Qualifications Mr. Dillon’s bachelor’s degree in business from the University of Kansas and his law degree from Southern Methodist University, his leadership roles and experiences at The Kroger Co., including serving as Chairman of the Board and Chief Executive Officer, his knowledge of and extensive experiences in leading one of the world’s largest retailers, his experiences in Kroger’s successful $13 billion merger with Fred Meyer, Inc., his leadership in sustainability, his skills in financial and audit matters, and his experiences as a director at the public companies listed, qualify him to serve as a director of 3M.


Age 73 Director since 2003 Other current directorships ● None 3M Board committee(s) ● Audit ● Compensation and Talent Directorships within the past five years ● The Allstate Corporation ● Eli Lilly and Company ● International Business Machines Corporation		Michael L. Eskew Independent Retired Chairman of the Board and Chief Executive Officer, United Parcel Service, Inc. Professional Highlights Mr. Eskew is the Retired Chairman of the Board and Chief Executive Officer, United Parcel Service, Inc. (UPS), a provider of specialized transportation and logistics services. Mr. Eskew was appointed Executive Vice President in 1999 and Vice Chairman in 2000 before becoming Chairman and Chief Executive Officer of UPS in January 2002. He retired as Chairman of the Board and Chief Executive Officer at the end of 2007 but remained as a director of UPS until December 31, 2014. Nominee Qualifications Mr. Eskew’s bachelor’s degree in industrial engineering from Purdue University, his leadership roles and experiences at UPS, including serving as Chairman of the Board and Chief Executive Officer, his knowledge of and extensive experiences in global logistics, his skills in financial and audit matters, and his experiences as a director at the public companies listed, qualify him to serve as a director of 3M. Mr. Eskew is our Lead Independent Director.


Age 61 Director since 2021 Other current directorships ● Dow Inc. 3M Board committee(s) ● Compensation and Talent (Chair-elect)		James R. Fitterling Independent Chairman of the Board and Chief Executive Officer, Dow Inc. Professional Highlights Mr. Fitterling is the Chairman of the Board and Chief Executive Officer of Dow Inc., one of the world’s leading global materials science companies. Mr. Fitterling was named CEO-elect of Dow in March 2018 prior to becoming CEO in July 2018, and he was elected Chairman in April 2020. Before that, he served as President and Chief Operating Officer of Dow and also previously served as Chief Operating Officer for the Materials Science division of DowDuPont. In his 37-year career with the company, Mr. Fitterling has spent 10 years in Asia, and has held leadership positions with P&L responsibility in many of the company’s operations. A strong advocate for inclusion and diversity, Mr. Fitterling was named # 1 LGBT + Executive in 2018 on the “OUTstanding in Business” list published by Financial Times. Mr. Fitterling serves as the Chair of the Board of Directors of the National Association of Manufacturers and immediate past Chair of the Board of Directors for the American Chemistry Council. Nominee Qualifications Mr. Fitterling’s bachelor’s degree in mechanical engineering from the University of Missouri — Columbia, his extensive leadership roles and experiences at Dow, including serving as its Chairman and CEO, his many years of international business experiences, his deep understanding and appreciation of materials science and innovation, and his strong track record of advancing environmental, social and governance goals, qualify him to serve as a director of 3M.


Age 51 Director since 2017 Other current directorships ● None 3M Board committee(s) ● Compensation and Talent ● Science, Technology & Sustainability		Amy E. Hood Independent Executive Vice President and Chief Financial Officer, Microsoft Corporation Professional Highlights Ms. Hood is Executive Vice President and Chief Financial Officer of Microsoft Corporation, a worldwide provider of software, services and solutions. Ms. Hood is responsible for leading Microsoft’s worldwide finance organization, including acquisitions, treasury activities, tax planning, accounting and reporting, and internal audit and investor relations. Prior to this role, Ms. Hood was Chief Financial Officer of Microsoft’s Business Division, responsible for the company’s productivity applications and services including Microsoft Office 365, Office, SharePoint, Exchange, Dynamics ERP and Dynamics CRM. During her time in the Business Division, Ms. Hood helped lead the transition to the company’s Office 365 service, and she was deeply involved in the strategy development and overall execution of the company’s successful acquisitions of Skype and Yammer. Ms. Hood joined Microsoft in 2002 and previously held positions in the Server and Tools Business as well as the corporate finance organization. Prior to 2002, she worked at Goldman Sachs & Co. in various investment banking and capital markets groups roles. Nominee Qualifications Ms. Hood’s bachelor’s degree in economics from Duke University and M.B.A. from Harvard University, her extensive leadership roles and experiences at Microsoft Corporation, especially in strategic business development, finance, and digitization, qualify her to serve as a director of 3M.


Age 57 Director since 2022 Other current directorships ● None 3M Board committee(s) ● Compensation and Talent		Suzan Kereere Independent Head of Global Business Solutions, Fiserv, Inc. Professional Highlights Ms. Kereere is the Head of Global Business Solutions, Fiserv, Inc., a global fintech and payments company with solutions for banking, global commerce, merchant acquiring, billing and payments, and point-of-sale. Most recently, she served as Chief Growth Officer at Fiserv, leading enterprise strategy and business development initiatives. Prior to Fiserv, she held executive leadership roles in global merchant sales and acquiring at VISA from 2016 to 2021 and in merchant services, network business, customer services, business and corporate travel, including serving as head of U.S. National Merchant Business and head of Global Network Business at American Express where she worked from 1988 to 2016. She has led businesses in Europe, Australia, Asia and North America. Ms. Kereere is a director at Electronic Transactions Association. Nominee Qualifications Ms. Kereere’s bachelor’s degree in Economics from Tufts University and M.B.A. degree from Columbia University Business School, her decades of experience and expertise in leading payments and technology platform business at Fortune 100 companies across global business lines and regional high growth start-ups, her accomplishments in digital transformation, sales optimization, front-line customer engagement and inclusive growth, and her track record of championing for equity in the corporate space and bringing analytics to the race and inclusion discussion, qualify her to serve as a director of 3M.


Age 71 Director since 2016 Other current directorships ● Deere & Company ● Eaton Corporation plc ● Corteva Agriscience (non-executive chair) 3M Board committee(s) ● Compensation and Talent ● Science, Technology & Sustainability (Chair)		Gregory R. Page Independent Retired Chairman of the Board and Chief Executive Officer, Cargill Professional Highlights Mr. Page is the Retired Chairman of the Board and Chief Executive Officer, Cargill, an international marketer, processor and distributor of agricultural, food, financial and industrial products and services. Mr. Page was named Corporate Vice President & Sector President, Financial Markets and Red Meat Group of Cargill in 1998, Corporate Executive Vice President, Financial Markets and Red Meat Group in 1999, President and Chief Operating Officer in 2000, and became Chairman of the Board and Chief Executive Officer in 2007. He served as Executive Chairman of the Board of Cargill from December 2013 until his retirement from Cargill in September 2015, and Executive Director of Cargill from September 2015 to September 2016. Mr. Page was a director and past non-executive Chair of the Board of Big Brothers Big Sisters of America, retiring in 2022. He is past President and board member of the Northern Star Council of the Boy Scouts of America. Mr. Page is a board member at Alight, a nonprofit company serving primarily refugees and displaced people. Nominee Qualifications Mr. Page’s bachelor’s degree in economics from the University of North Dakota, his leadership roles and experiences while serving as Chairman of the Board and Chief Executive Officer at Cargill, his expertise and knowledge of financial and audit matters and corporate governance, and his experiences as a director at the public companies listed, qualify him to serve as a director of 3M.


Age 57 Director since 2023 Other current directorships ● Edison International 3M Board committee(s) ● Audit		Pedro J. Pizarro Independent President and Chief Executive Officer and Director, Edison International Professional Highlights Dr. Pizarro has been President and Chief Executive Officer of Edison International, the parent company of Southern California Edison (SCE), one of the nation’s largest electric utilities, since 2016. Edison International is also the parent company of Edison Energy, a portfolio of competitive businesses providing commercial and industrial customers with energy management and procurement services. Prior to that, he served as President of SCE from 2014 to 2016. From 2011 to 2014, Dr. Pizarro served as President of Edison Mission Energy, an indirect subsidiary of Edison International until the sale of its principal assets in 2014. He has held a wide range of other senior executive positions at the Edison International companies since joining in 1999, including Executive Vice President responsible for SCE’s transmission and distribution system, power procurement and generation. Dr. Pizarro also previously served as Vice President and Senior Vice President of Power Procurement, and Vice President of Strategy and Business Development. Dr. Pizarro is a vice chairman of the Edison Electric Institute, a director of the Electric Power Research Institute, a member of the Electricity Subsector Coordinating Council, and a Trustee of the California Institute of Technology. Prior to his work at the Edison International companies, Dr. Pizarro was a senior engagement manager with McKinsey & Company. Nominee Qualifications Dr. Pizarro’ bachelor’s degree in chemistry from Harvard University, his Ph.D. in chemistry from the California Institute of Technology, his extensive leadership experiences with Edison International, including as President and Chief Executive Officer, his extensive board service, and his knowledge and experiences with leadership, risk management, technology, safety and operations, workforce management, cybersecurity, regulatory and government affairs, business resiliency, mergers and acquisitions, and strategic planning qualify him to serve as a director of 3M.


Age 63 Director since 2018 Other current directorships ● Abbott Laboratories 3M Board committee(s) ● None		Michael F. Roman Chairman of the Board and Chief Executive Officer, 3M Company Professional Highlights Mr. Roman is the Chairman of the Board and Chief Executive Officer of 3M Company since May 2019. Mr. Roman previously served as Chief Executive Officer from July 1, 2018 to May 14, 2019; Chief Operating Officer and Executive Vice President from July 1, 2017 to June 30, 2018 with direct responsibilities for 3M’s five business groups and the Company’s international operations. Mr. Roman previously served as Executive Vice President, Industrial Business Group, of 3M Company from June 2014 to July 2017. Mr. Roman served as the Company’s Senior Vice President, Business Development, from May 2013 to June 2014. Prior to that, he was Vice President and General Manager of Industrial Adhesives and Tapes Division from September 2011 to May 2013. Mr. Roman also has lived in and led 3M businesses around the world, including the United States, Europe, and Asia. Nominee Qualifications Mr. Roman’s bachelor’s and master’s degrees in electrical engineering from the University of Minnesota and the University of Southern California, his distinguished 3M career over 30 years with leadership roles across multiple geographies and businesses, his experience in managing 3M’s four business groups and international operations, his knowledge and skills in key areas such as manufacturing, supply chain, technology, finance, and risk management, and his accomplishments in sales growth, operational efficiency and value creation across a wide range of global businesses, qualify him to serve as a director of 3M.

●	Roles in and contributions valuable to the business community;

●	Personal qualities of leadership, character, judgment, and whether the candidate possesses and maintains throughout service on the Board a reputation in the community at large of integrity, trust, respect, competence, and adherence to the highest ethical standards;

●	Relevant knowledge and diversity of background and experience in business, manufacturing, technology, finance and accounting, marketing, international business, government, and other areas; and

●	Whether the candidate is free of conflicts and has the time required for preparation, participation, and attendance at all meetings.

1		Evaluations by Board Leadership
		● Chairman/Lead Director/Nominating and Governance (N&G) Committee Chair meet in the fall to evaluate the performance and skills of each director ● Information is shared and discussed with the N&G Committee and considered in the nomination process
2		One-on-One Discussions with N&G Chair
		● N&G Chair meets individually with each director to discuss: ● Effectiveness of Board and committees ● Opportunities for improvement ● Director’s self-evaluation ● Director’s evaluation of other Board members ● Other topics selected by director ● N&G Chair shares comments and feedback with the Board and N&G Committee
3		Annual Questionnaires
		● Each director completes a questionnaire on the functioning of the Board and committees ● Results are discussed at subsequent Board and committee meetings
4		Feedback Incorporated
		● As a result of this process: ● The Board and its committees identify potential areas for improvement, as well as existing practices which have contributed to high effectiveness ● Items requiring follow-up are monitored on a going-forward basis by the full Board, committees and/or committee chairs, as applicable ● The N&G Committee considers the performance and contributions of each director as part of its annual nomination process to ensure our directors continue to possess the necessary skills and experience to effectively oversee the Company; on occasion, the N&G Committee has not re-nominated a director

	Board compositions and independence		Board and board committee practices
● Diverse board in all aspects ● Five directors have joined our board within the past five years, including two women directors and four directors with other diverse traits ● 92 percent independent board ● 100 percent independent board committees ● 50 percent of board committees chaired by a director with diverse attributes ● Lead Independent Director with robust authority ● Regular executive sessions for independent directors ● Full access to management and employees		● Annual board, committee and individual director self-evaluation process ● Comprehensive onboarding and continuing education program ● Strong Audit Committee financial expertise ● Regular board refreshment with a balanced mix of tenure ● Mandatory director retirement policy ● Active consideration of diversity in director nomination process ● Regular shareholder outreach and engagement with director participation
	Shareholder rights		Board oversight areas
● Annual election of all directors ● Majority voting for director elections ● Market-standard proxy access right ● No supermajority voting requirements ● Shareholder right to call special meetings ● No poison pill ● Processes for director nomination by shareholders and communicating with the Board		● Long-term strategic plans and capital allocation ● Enterprise risk management, including cybersecurity ● Environmental stewardship and sustainability ● Diversity and inclusion, equity in workplaces, communities and business practices ● Human capital management ● CEO and management succession planning ● Political activities and contributions


Mandatory Retirement Age

●	The retirement age of a nonemployee director is 74. A director elected to the Board prior to their 74^thbirthday may continue to serve until the annual shareholder meeting coincident with or following their 74^thbirthday. Absent special circumstances, directors will not be nominated for election after their 74^thbirthday.

Outside Board Policy

●	Independent directors who also serve as CEOs of publicly-traded companies or in equivalent positions should not serve on more than two boards of public companies in addition to the 3M Board, and other independent directors should not serve on more than four other boards of public companies in addition to the 3M Board. Independent directors must advise the Chairman/CEO before accepting an invitation to serve on another for-profit board.

Access to Employees and Outside Advisors

●	Board members have complete access to all members of 3M management and its employees, as well as outside advisors.

●	The nature of the Related Person’s interest in the transaction;

●	The material terms of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances;

●	The significance of the transaction to the Related Person;

●	The significance of the transaction to the Company;

●	Whether the related person is involved in the negotiation of the terms of the transaction or receives any special benefit as a result of the transaction;

●	Whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company and its shareholders; and

●	Any other matters the Committee deems appropriate.


Board of directors

●	Oversees the Company’s risk profile and management’s processes for assessing and managing risk

●	Reviews enterprise risks at least annually

●	Delegated to Audit Committee the primary responsibility for oversight of risk assessment and risk management activities

●	Assigned other important risks and certain sustainability elements to designated Board committees as identified below and receive reports from them



Audit ● Financial statements / internal controls / audit / independent accounting firm ● Contingent liabilities and long-term benefit obligations ● Cybersecurity ● Capital allocation and structure ● Credit ratings and cost of capital ● Use of financial instruments to manage foreign currency, commodity, and interest rate risks ● Ethics and compliance		Compensation and Talent ● Executive compensation ● Annual review of Company’s risk assessment of its compensation policies and practices for its employees, including talent sourcing, diversity, and retention strategies ● Talent development and equal employment opportunities ● Succession planning

Nominating and Governance ● Corporate governance practices ● Director nominations and Board and committee composition ● Corporate officer appointments and succession planning ● Related person transactions ● Shareholder proposals and engagement ● Public policy, social responsibility, and political activities		Science, Technology & Sustainability ● Research and development ● Sustainability / environmental and product stewardship / environmental, health and safety legal and regulatory compliance ● Emerging science and technology, disruptive innovations, materials vulnerability, and geopolitical issues impacting the Company’s strategy, global business continuity, and financial results


Auditor

●	The Senior Vice President and General Auditor, Corporate Auditing (Auditor) is responsible for leading the risk assessment and management process

●	The Auditor, through consultation with the Company’s senior management, periodically assesses the major risks facing the Company and works with the executives who are responsible for managing specific risks

●	The Auditor, whose appointment and performance is reviewed and evaluated by the Audit Committee, periodically reviews with the Audit Committee the major risks facing the Company and the steps management has taken to monitor and mitigate those risks

●	The Auditor’s risk management report, which is provided in advance of the meeting, is reviewed with the entire Board by either the chair of the Audit Committee or the Auditor


Management

●	Provides consultation to the Auditor during the assessment of the major risks facing the Company

●	Manages and mitigates risks

●	Reports, as needed, to the full Board on how a particular risk is being managed and mitigated

Board of Directors		● Receives regular sustainability updates at Board meetings ● Reviews sustainability-related risks as part of 3M’s enterprise risk program

Science, Technology & Sustainability Committee of the Board of Directors		● Provides primary oversight of 3M’s sustainability and stewardship activities ● Reviews 3M’s sustainability policies and program to identify and analyze significant sustainability, materials vulnerability and geopolitical issues that may impact 3M’s overall business strategy, global business continuity and financial results

Environmental Responsibility and Sustainability Committee		● Provides leadership, oversight, and strategy to encourage and ensure sustainability opportunities are recognized ● Develops and monitors adherence with strong sustainability-related policies and procedures ● Includes 3M’s CEO, EVP & CFO & Transformation Officer, CTO & EVP Environmental Responsibility, Group President Enterprise Operations, EVP & Chief HR Officer, EVP & Chief Legal Affairs Officer, SVP & Chief Strategy Officer, and EVP Country Governance & Services

Chief Sustainability Officer		● Leads 3M’s sustainability activities ● Reports to the Environmental Responsibility and Sustainability Committee and other internal and external groups

Sustainability leaders in business groups, geographic areas, and enterprisewide		● Drives Strategic Sustainability Framework priorities and initiatives consistent with the scope of their role ● Leads customer relationships to solve shared global challenges

⁽¹⁾	Expanded commitment from 10 percent between 2015 and 2025.
⁽²⁾	2019 will be the baseline measure year for these new commitments.
⁽³⁾	By improving the weighted average of priority constituents, including select metals, biochemical oxygen demand, chemical oxygen demand, cyanide compounds, fluoride, total nitrogen, oil and grease, PFAS, total dissolved solids, total suspended solids, sulfate, and others.
⁽⁴⁾	Water used by manufacturing or industrial processes, including all water use not defined as domestic (sanitary, cafeteria, etc.).
⁽⁵⁾	For projects passing a ‘gate’ in our new product commercialization process; an SVC describes how the product drives positive impact for our stakeholders in alignment with our Strategic Sustainability Framework.
⁽⁶⁾	Established in 2021.
⁽⁷⁾	Expanded 3M’s 2025 goal to stay below 50 percent of our 2002 baseline, meaning 3M’s 2030 Scope 1 and 2 emissions will now be reduced more than 85 percent from 2002 levels.
⁽⁸⁾	In 2021, 3M updated the goal maturity date to 2030 from 2025.
⁽⁹⁾	Goal was initiated in 2019. Skills-based volunteering is primarily delivered through the 3M Impact program.
⁽¹⁰⁾	Underrepresented groups in our 3M U.S. workforce include Black/African American and Hispanic/Latino employees.
⁽¹¹⁾	2020 is the baseline measurement year.
⁽¹²⁾	Established in 2020 to drive trend and trajectory progress over time.
⁽¹³⁾	2021 is the baseline measurement year. 3M defines underrepresented individuals in the U.S. using National Science Foundation research. For global definitions, we rely on gender diversity and local context for marginalized populations.

●	A combined Chairman of the Board and CEO;
●	A strong, independent, and highly experienced Lead Independent Director with well-defined responsibilities that support the Board’s oversight responsibilities;
●	A robust committee structure consisting entirely of independent directors with oversight of various types of risks; and
●	An engaged and independent Board.

●	Independent directors comprise a substantial majority of the Board;
●	Directors are elected annually by a majority vote in uncontested director elections;
●	Only independent directors serve on the Audit, Compensation and Talent, Nominating and Governance, and Science, Technology & Sustainability Committees;
●	The committee chairs establish their respective agendas;
●	The Board and committees may retain their own advisors;
●	Independent directors have complete access to management and employees;
●	Independent directors meet in executive session without the CEO or other employees during each regular Board meeting; and
●	The Board and each committee regularly conduct a self-evaluation to determine whether it and its committees function effectively.