3M Co DEF 14A, filed Mar 26, 2025

3M Co (MMM)

DEF 14A 2025-03-26 For: 2025-05-13

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Added on June 12, 2026

About this DEF 14A

3M Co filed this DEF 14A on March 26, 2025.

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☑			Filed by the Registrant			☐			Filed by a Party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



		Time and Date 8:30 a.m., Central Daylight Time Tuesday, May 13, 2025

		Where Virtual only at www.virtualshareholder meeting.com/MMM2025


	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.


Important Notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 13, 2025. The Notice of Annual Meeting, Proxy Statement, and 2024 Annual Report are available at www.proxyvote.com. Enter the 16-digit control number located in the box next to the arrow on the Notice of Internet Availability of Proxy Materials or proxy card to view these materials. THIS PROXY STATEMENT AND PROXY CARD, AND THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS, ARE BEING DISTRIBUTED TO SHAREHOLDERS ON OR ABOUT MARCH 26, 2025.


A letter to our shareholders			3

Notice of 202 5 annual meeting of shareholders			4

Proxy highlights			7

Corporate governance at 3M			14

Elect th e 1 1 dire ctor nominees identified in this Proxy Statement			14

Nominees for director			16

Board membership criteria			27
Director nominee skills and experience			27
Diversity of exper ience and backgrounds			28
Board self-evaluation process			28
Director nomination process			29
Identification, evaluation, and selection of nominees			29
Shareholder nominations — shareholder recommendations			29
Shareholder nominations — advance notice bylaw			30
Shareholder nominations — universal proxy rules			30
Shareholder nominations — proxy access			30
Director orientation and continuing education			31
Director independence			31
Corporate governance practices and policies			31
Corporate governance highlights			32
Corporate governance guidelines			33
Communication with directors			33
3M’s codes of conduct			34
Public policy engagement			34
Related person transaction policy and procedures			35
Securities trading policies			35
Policy on adoption of a rights plan			35

Key areas of Board oversight			36
Board’s role in strategy			36
Board’s role in risk oversight			36
Board’s role in management succession planning and human capital management			38


Board's role in cybersecurity			38
Board’s role in sustainability			38

Board structure and processes			40
Board’s leadership structure			40
Lead independent director			41
Executive sessions			41

Board committees			42
Board and committee information			42
Meeting attendance			46

Director compensation			47
Philosophy and process			47
Elements of annual compensation for non-employee directors			47
202 4 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

Ratification of the appointment of independent registered public accounting firm for 2025			51

Audit Committee report			53

Audit Committee policy on pre-approval of audit and permissible non-audit services of the independent accounting firm			54

Fees of the independent accounting firm			54

Audit Committee restrictions on hiring employees of the independent accounting firm			55

Executive compensation			56

Advisory approval of executive compensation			56


A letter from the Compensation and Talent Committee			57

Compensation discussion and analysis			58
Section I: Executive overview			59
Section II: How we determine executive compensation			68
Section III: Our 2024 executive compensation program			72
Section I V : Ways in which we address risk and governance			88

Compensation and Talent Committee report			91

Compensation and Talent Committee interlocks and insider participation			91

Executive compensation tables			92
202 4 summary compensation table			92
202 4 all other compensation table			94
Grants of plan-based awards			95
202 4 outstanding equity awards at fiscal year-end table			97
202 4 option exercises and stock vested table			99
Pension benefits			100
Nonqualified deferred compensation			101
Potential payments upon termination or change in control			103

Pay versus performance disclosure			109

Pay ratio			115

Stock ownership information			116

Security ownership of management			116

Security ownership of certain beneficial owners			118

D elinquent section 16(a) reports			118


Other information			119

Proxy statement			119
Purpose of the annual meeting			119
Participating in the virtual annual meeting			119
Information about the notice of internet availability of proxy materials			120
Shareholders entitled to vote			122
Proposals you are asked to vote on and the Board’s voting recommendations			123
Voting requirements to elect directors and approve each of the proposals described in this proxy statement			124
Voting methods			125
Changing or revoking your vote			126
Counting the vote			126
Confidentiality			126
Results of the vote			126
Delivery of documents to shareholders sharing an address			126
List of shareholders			127
Cost of proxy solicitation			127
Transfer agent			127
Requirements for submission of shareholder proposals for next year’s annual meeting			127

Appendix A: Supplemental financial information			128

Reconciliation of GAAP to non-GAAP financial measures			128

Appendix B: Meaning of certain terms			133



			Special Note About Forward-Looking Statements This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties that could cause results to differ materially from those projected. Please refer to the section entitled “Risk Factors” in our Forms 10-K and 10-Q. The information contained herein is as of the date of this Proxy Statement. We assume no obligation to update any forward-looking statements contained herein as a result of new information or future events or developments, except as required by law. No Incorporation By Reference This Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.


Qualifications and Attributes		Bozeman	T. Brown	W. Brown	Choi		Chow	Dillon	Fitterling	Kereere		Page	Pizarro	Sweet
	Leadership
	Manufacturing
	Supply Chain
	Technology
	Finance
	Global
	Risk Management
	Marketing
Demographic Background
Tenure (Years)		<1	12	<1	1		2	10	4	3		9	2	1
Age (Years)		56	69	62	57		58	73	63	59		73	59	65
Diversity
		Female				Racially/ethnically diverse					LGBTQ+ or born ex-U.S.


Annual incentive plan payout		Performance share award payout (2022 PSAs)


46.1%	128.6%	(0.6)%	48.7%


1-year TSR	2024 AIP Payout*	3-year TSR	2022 PSA Payout



			Board responsiveness to 2024 say-on-pay vote

			In response to the 2024 say-on-pay vote outcome and feedback provided by our shareholders through the expanded shareholder engagement effort, the Compensation and Talent Committee approved the following responsive actions: •Adopted a three-year cumulative performance period, starting with the 2025 performance share awards, replacing the annual performance measurement approach •Introduced a three-year relative TSR payout modifier applicable to the 2025 performance share awards to foster a closer alignment with shareholder experience •Enhanced transparency of the Committee’s decision-making process related to the adjustments applied to the performance results used to calculate payouts for the annual incentive program and performance share awards •Expanded disclosure around the annual incentive program and performance share metrics rigor



Recommendation of the board


			The Board of Directors unanimously recommends a vote “FOR” the election of these nominees as directors. Proxies solicited by the Board of Directors will be voted “FOR” these nominees unless a shareholder indicates otherwise in voting the proxy.


11/11	5/11	10/11
Leadership. Significant leadership experience with understanding of complex global organizations, strategy, risk management, and how to drive change and growth.	Manufacturing. As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company.	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.
9/11	11/11	10/11
Technology. As a diversified technology and science-based Company, directors with technology backgrounds understand 3M’s technology platforms and the importance of investing in new technologies for future growth.	Finance. Financial metrics measure our performance. All directors must understand finance and financial reporting processes. All but one Audit Committee members qualify as “audit committee financial experts.”	Global. Global business experience is critical to 3M’s international growth with significant sales from outside the U.S.
11/11	7/11
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.	Marketing. Organic growth is one of 3M’s financial metrics and directors with marketing expertise provide important perspectives on developing new markets.



			1			Evaluations by Board Leadership •Chairman/Lead Independent Director/Nominating and Governance (N&G) Committee Chair meet annually 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 decided to not re-nominate a director in part as a result of feedback from this self-assessment


4			3M Company


Table of contents


6			3M Company


8			3M Company



1	2	3	4	5
Identify and prescreen The N&G Committee Chair and CEO, working with any Board-retained recruiting firm, identify and prescreen individuals who are believed to be qualified to become Board members in accordance with the Board Membership Criteria set forth above, and review potential candidates with the Board.	Committee interview The N&G Committee, as a group, is offered an opportunity to interview potential candidates, and subsequently reviews potential qualified director nominees with the Board.	Board leadership interview The Lead Independent Director and relevant Committee Chairs interview potential candidates, provide feedback to the Board, and solicit further feedback from the Board.	Select and recommend The N&G Committee selects nominees that the N&G Committee believes suit the Board’s needs and, following completion of due diligence on any potential candidates, the N&G Committee recommends candidates to the Board.	Determine submissions for election The Board reviews such recommendations and determines submissions for election at the next shareholder meeting of the Company in which directors will be elected or elections will be held to fill any vacancies or to add talent to the Board.


			Corporate Secretary 3M Company 3M Center Building 220-9E-02 St. Paul, MN 55144-1000



Mandatory Retirement Age •The retirement age of a non-employee director is 75. A director elected to the Board prior to his or her 75th birthday may continue to serve until the annual shareholder meeting coincident with or following his or her 75th birthday. Absent special circumstances, directors will not be nominated for election after their 75th birthday. 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.



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 and retention strategies •Talent development and equal employment opportunities •Succession planning



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			Nominating and Governance •Corporate governance practices •Director nominations and Board and committee composition •Corporate officer appointments •Related person transactions •Shareholder proposals and engagement •Public policy, social responsibility, and political activities



General 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


•Reviews the Company’s financial reporting process, financial statements and internal controls over financial reporting; •Reviews and discusses with management and the Independent Accounting Firm the Company’s report on, and the Independent Accounting Firm’s audit of, the Company’s internal controls over financial reporting; •Reviews earnings press releases prior to issuance; •Appoints, oversees, and approves compensation of the Independent Accounting Firm; •Reviews with the Independent Accounting Firm the scope of the annual audit, and approves all audit and permissible non-audit services; •Reviews findings and recommendations of the Independent Accounting Firm and management’s response thereto; •Periodically discusses with management procedures and controls, and audit or assurance requirements, related to sustainability reports; •Discusses policies with respect to risk assessment and risk management, the Company’s major risk exposures, and risk mitigation activities; •Periodically reviews capital allocation and capital structure strategies, insurance coverage, funding for benefit plans, and global tax planning; •Periodically reviews global Treasury activities, including the use of derivatives and other financial instruments for risk management purposes;			•Periodically reviews and approves the Company’s use of the Dodd-Frank swaps exemption; •Periodically obtains reports from senior management, including the Chief Information Officer, on information technology networks and systems, including cybersecurity and artificial intelligence risks, and related internal controls; •Periodically obtains reports from the Company’s senior internal auditing executive, who has direct reporting obligations to the Committee, on the annual audit plan and the results of, and management’s response to, internal audits; •Periodically obtains reports from the Company’s Chief Compliance Officer, who has direct reporting obligations to the Committee, on the Company’s Code of Conduct, and at least annually, on the effectiveness of the Company’s compliance and ethics program; •Reviews with the Company’s Chief Legal Affairs Officer legal matters that may have a material impact on the financial statements; and •Maintains, and reviews with the Company’s senior internal auditing executive and Chief Compliance Officer, procedures for complaints regarding accounting, internal controls, or auditing matters, along with any significant complaints received.


			Financially literate Financial expert


•Reviews disclosures in the Company’s Proxy Statement regarding advisory votes on executive compensation and the frequency of such votes; •Approves the adoption, amendment, and termination of incentive compensation and deferred compensation programs for employees of the Company; •Approves the adoption, amendment, or termination of equity compensation programs or, if shareholder approval would be required, recommends such actions to the Board; •Approves, subject to ratification by the independent directors of the Board, employment agreements and severance arrangements for the CEO, as appropriate; •Approves employment agreements and severance arrangements for the senior executives of the Company (other than the CEO), as appropriate; •Oversees the administration of the Company’s stock and long-term incentive compensation programs, and determines the employees who receive awards and the size of their awards under such programs; •Approves the adoption and amendment of Company guidelines covering ownership of Company common stock by executives, and annually reviews compliance with these guidelines;			•Reviews and makes recommendations to the Board of Directors concerning any amendment to a retirement benefit plan that would require Board approval; •Annually reviews a risk assessment of the Company’s compensation policies and practices for its employees; •Periodically reviews and discusses with the Company’s management matters relating to internal pay parity; •Administers the Company’s compensation recoupment / clawback policy; •Reviews shareholder proposals relating to executive compensation matters and makes recommendations to the Board regarding responses; •Periodically reviews and discusses with management matters relating to talent sourcing and retention strategies; talent development; internal pay parity; and equal employment opportunities; •Periodically reviews with the Chairman/CEO their assessment of the Company’s senior executives and succession plans relating to their positions; and •Has the authority to retain compensation consultants, counsel, or other advisors as it deems appropriate, including the authority to approve such advisors’ fees and retention terms.


•Selects and recommends director candidates to the Board of Directors, in light of the Board Membership Criteria adopted by the Board, either to be submitted for election at the Annual Meeting or to fill any vacancies on the Board, including consideration of any shareholder nominees for director (submitted in accordance with the Company’s Bylaws); •Reviews and makes recommendations to the Board of Directors concerning the composition and size of the Board and its committees, the Board Membership Criteria, frequency of meetings, and changes in compensation for non-employee directors; •Reviews the Company’s Corporate Governance Guidelines at least annually, and recommends any proposed changes to the Board for approval; •Develops and recommends to the Board standards to be applied in making determinations on the types of relationships that constitute material relationships between the Company and a director for purposes of determining director independence;			•Reviews and approves any transaction between the Company and any related person, which is required to be disclosed under the rules of the Securities and Exchange Commission; •Develops and recommends to the Board for its approval an annual self-assessment process of the Board and its committees and oversees the process; •Reviews and makes recommendations to the Board with respect to the selection of individuals to occupy corporate officer positions; •Periodically reviews the corporate contribution program (3Mgives), which is funded by the Company; and •Periodically reviews the Company’s positions and engagement on important public policy, social responsibility, and corporate governance issues affecting its business, including political contributions by 3M and its Political Action Committee, and shareholder engagement.


•Monitors and reviews the overall strategy, direction, and effectiveness of the Company’s research and development activities; •Reviews management’s strategy and allocation of resources for research and development activities, including product line extensions and new product platforms; •Reviews the Company’s policies and programs on sustainability; environmental and product stewardship; and environmental, health, and safety, including for compliance with all applicable laws and regulations;			•Assists the Board in identifying and analyzing significant emerging science and technology, disruptive innovations, sustainability, materials vulnerability, and geopolitical issues that may impact the Company’s overall business strategy, global business continuity, and financial results; and •Annually reviews the Company’s sustainability report.



			In May 2024, based on the recommendation of the N&G Committee after its consideration of a director compensation study prepared by FW Cook, the Board approved a $10,000 increase to the annual stock retainer provided to each non-employee director, a $5,000 increase to the annual cash retainer provided to each non-employee director, and a $5,000 increase in the annual fees paid to the Lead Independent Director. All other fees were left unchanged.


Non-Employee Director	Fees earned or paid in cash ($)(3)	Stock awards ($)(4)	All other compensation ($)(5)	Total ($)
Thomas “Tony” K. Brown(1)	158,159	195,000	706	353,865
Audrey Choi	138,159	195,000	2,105	335,264
Anne H. Chow(1)(2)	156,772	195,000	6,103	357,875
David B. Dillon(1)	163,159	195,000	991	359,150
Michael L. Eskew(1)(2)	59,918	—	26,348	86,266
James R. Fitterling(1)(2)	177,486	195,000	278	372,764
Amy E. Hood	138,159	195,000	1,149	334,308
Suzan Kereere	138,159	195,000	819	333,978
Gregory R. Page(1)	163,159	195,000	1,035	359,194
Pedro J. Pizarro	138,159	195,000	346	333,505
Thomas W. Sweet	138,159	195,000	1,067	334,226


Non-Employee Directors	Cash fees director elected to receive in common shares or DSUs ($)	3M common shares or DSUs received in lieu of cash fees
Thomas “Tony” K. Brown	—	—
Audrey Choi	—	—
Anne H. Chow	—	—
David B. Dillon	—	—
Michael L. Eskew	59,918	579
James R. Fitterling	—	—
Amy E. Hood	—	—
Suzan Kereere	—	—
Gregory R. Page	—	—
Pedro J. Pizarro	—	—
Thomas W. Sweet	—	—



			Shares or DSUs issued to 3M’s directors as part of their annual stock retainer are subject to rigorous hold-until-departure requirements.


The Company’s stock trading policies prohibit the Company’s directors and executive officers from (1) purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Company’s common stock, including prepaid variable forward contracts, equity swaps, collars, and exchange funds; (2) engaging in short sales related to the Company’s common stock; (3) placing standing orders; (4) maintaining margin accounts; and (5) pledging 3M securities as collateral for a loan. All discretionary transactions in 3M securities by directors and executive officers must be pre-cleared with the Company’s Legal Affairs department and conducted during approved trading windows.



			•No hedging •No short sales •No standing orders •No margin accounts •No pledging


	2023		2024
Audit Fees	$	30.6	$	18.4	(1)
Audit-Related Fees	0.3		0.2
Tax Fees	0.3		0.4
All Other Fees	0.0		0.0
Total	$	31.2	$	19.0


NEO						Title
William M. Brown(1)						Chairman of the Board and Chief Executive Officer
Michael F. Roman(2)						Executive Advisor to the Board and Former Executive Chairman of the Board
Anurag Maheshwari(3)						Executive Vice President and Chief Financial Officer
Wendy A. Bauer(4)						Group President, Transportation and Electronics
Peter D. Gibbons						Group President, Enterprise Supply Chain
Christian T. Goralski						Group President, Safety and Industrial
Theresa E. Reinseth(5)						Corporate Controller and Chief Accounting Officer
Monish Patolawala (6)						Former President and Chief Financial Officer



CD&A highlights

Paying for performance	60	Annual incentive	72

2024 compensation decisions — What we pay and why	62	Long-term incentives	77

CEO succession	63	Other arrangements	80

Compensation policies and practices	64	Consistent and shareholder-aligned framework to assess performance metric adjustments	82

2024 say-on-pay results, shareholder engagement, and responsive actions	65	Changes to our performance share award design for 2025	86



Driving performance			•Delivered strong 2024 financial results including double-digit Adjusted Earnings Per Share* Growth and robust Free Cash Flow* generation •Created value for investors by driving 2024 total shareholder return of over 46 percent, which outperformed the S&P 500 Industrials (up 17 percent) for the same period •Advanced progress on research and development effectiveness and efficiency by increasing visibility of the new product pipeline and accelerating the launch of more new products •Focused on enhancing operational excellence by implementing a consistent operating equipment efficiency metric and improving supplier and logistics provider performance •Drove Free Cash Flow of $4.3 billion* (as calculated for compensation purposes), while investing in research and development and capital expenditures to position 3M for the future •Returned $3.8 billion to shareholders in 2024 via dividends and share repurchases


Spin-Off of the Health Care business			•On April 1, 2024, we completed the planned spin-off of our Health Care business, formally launching Solventum Corporation (NYSE: SOLV) as an independent, public company (referred to as the “Spin-Off”) •The separation better positions both 3M and Solventum to pursue their respective growth strategies, while tailoring their capital allocation plans around distinct strategic priorities, as well as industry- and market-specific dynamics •3M received approximately $7.7 billion in cash, which when combined with our business’ strong and reliable cash generation have further strengthened our balance sheet. In addition, the 19.9 percent equity stake 3M retained in Solventum will provide additional future liquidity


Reduced risk and uncertainty			•Reduced risk and uncertainty by proactively and effectively managing litigation •Our settlement agreement with U.S.-based Public Water Suppliers, which provides funding for the treatment of drinking water for eligible Public Water Suppliers in communities across the country, received widespread support and participation. It was granted final approval by the Court on March 29, 2024 •Our settlement of the Combat Arms Earplugs litigation, which was structured to achieve the Company’s goals of finality and certainty on acceptable terms, received strong support from all parties and the Court. The current claimant participation level in the settlement exceeds 99 percent •Remain on track to exit all PFAS manufacturing by the end of 2025


		TSR = Share Price Appreciation + Dividend Yield Note: TSR is for the one-year period ending 12/31/24 Source: Bloomberg
46.1%	128.6%


1-year TSR	2024 AIP Payout



			The Committee believes recasting the targets was essential to reflect 3M’s new structure and aligned with market practice to maintain the rigor and effectiveness of our incentive programs. The overall design and specific performance metrics selection for the 2024 incentive plans remained unchanged. No adjustments were applied to the performance share plan for the previously completed 2022 and 2023 performance years.