3M Co DEF 14A, filed Mar 27, 2024

3M Co (MMM)

DEF 14A 2024-03-27 For: 2024-05-14

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About this DEF 14A

3M Co filed this DEF 14A on March 27, 2024.

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


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		Time and Date 8:30 a.m., Central Daylight Time Tuesday, May 14, 2024

		Where Virtual only at www.virtualshareholder meeting.com/MMM2024


	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 14, 2024. The Notice of Annual Meeting, Proxy Statement, and 2023 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 27, 2024.


A letter to our shareholders			3

Notice of 2024 a nnual m eeting of shareholders			4

Proxy highlights			7

Corporate governance at 3M			20

Elect the 12 director nominees identified in this Proxy Statement			20

Nominees for director			22

Board membership criteria			34
Director nominees — diversity of skills and experience			35
Diversity			36
Board self-evaluation process			36
Director nomination process			37
Identification, evaluation, and selection of nominees			37
Shareholder nominations — shareholder recommendations			37
Shareholder nominations — advance notice bylaw			38
Shareholder nominations — universal proxy rules			38
Shareholder nominations — proxy access			38
Director orientation and continuing education			39
Director independence			39
Corporate governance practices and policies			39
Corporate governance highlights			40
Corporate governance guidelines			41
Communication with directors			41
3M’s codes of conduct			42
Public policy engagement			42
Related person transaction policy and procedures			43
Policy on adoption of a rights plan			43

Key areas of Board oversight			44
Board’s role in strategy			44
Board’s role in risk oversight			44
Board’s role in manag e ment succession planning and human cap ital management			46


Board's role in cybersecurity			46
Board’s role in s ustainability			46
O ur sustainability pillars			48
Board structure and processes			50
Board’s leadership structure			50
Lead i ndependent d irector			51
Executive sessions			52

Board committees			52
Board and committee information			52
Meeting attendance			56

Director compensation			57
Philosophy and process			57
Elements of annual compensation for non-employee directors			57
202 3 director compensation table			58
Reasonableness of non-employee director compensation			59
Stock retention requirement			60
Prohibition of hedging, pledging, and other actions			60

Audit C ommittee matters			61

Ratification of the a p pointment of i ndependent r eg istered p ublic a ccounting f irm for 2024			61

Audit C ommittee report			63

Audit C ommittee policy on pre-approval of audit and permissible non-audit services of the independent accounting firm			64

Fees of the independent accounting firm			64

Audit C ommittee restrictions on hiring employees of the independent accounting firm			65

Executive compensation			66

Advisory a pproval of e xecutive c ompensation			66


Compensation discussion and analysis			67
Section I: Executive overview			68
Section II: How we determine executive compensation			78
Section III: Overview of compensation program design			82
Section IV: Incentive compensation attainments and awards			88
Section V: 202 3 compensation decisions and performance highlights			95
Section VI: Ways in which we address risk and governance			100

Compensation and T alent C ommittee report			104

Compensation and T alent C ommittee interlocks and insider participation			104

Executive compensation tables			105
202 3 summary compensation table			105
202 3 all other compensation table			106
Grants of plan-based aw ards			107
202 3 outstanding equity awards at fiscal year-end table			108
202 3 option exercises and stock vested table			111
Pension benefits			112
Nonqualified deferred compensation			113
Potential payments upon termination or change in control			115

Pay ratio			121

Pay versus performance disclosure			121

Shareholder proposal			126

Shareholder p roposal			126

Board's statement opposing the proposal			127

Stock ownership information			129

Security ownership of management			129


Security ownership of certain beneficial owners			131

Other information			132

Proxy s tatement			132
Purpose of the a nnual m eeting			132
Participating in the virtual a nnual m eeting			132
Information about the n otice of i nternet a vailability of p roxy m aterials			133
Shareholders entitled to vote			135
Proposals you are asked to vote on and the Board’s voting recommendations			136
Voting requirements to elect directors and approve each of the proposals described in this p roxy s tatement			137
Voting methods			138
Changing or re voking your vote			139
Counting the vote			139
Confidentiality			139
Results of the vote			139
Delivery of documents to shareholders sharing an address			139
List of shareholders			140
Cost of proxy solicitation			140
Transfer agent			140
Requirements for submission of shareholder proposals for next year’s a nnual m eeting			140

Appendix A: Supplemental consolidated statement of income information			141

Reconciliation of GAAP to non-GAAP financial measures			141

Appendix B: Meaning of certain terms			149



			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.



						Thomas “Tony” K. Brown Retired Group Vice President, Global Purchasing, Ford Motor Company Skills Age 68 Tenure 2013 Committee A




						William M. Brown Former Chairman of the Board and Chief Executive Officer, L3Harris Technologies, and Chief Executive Officer of 3M Company (effective May 1, 2024) Skills Age 61 Tenure New nominee




						Audrey Choi Retired Chief Sustainability Officer and Chief Marketing Officer, Morgan Stanley Skills Age 56 Tenure 2023 Committee N&G STS





						Anne H. Chow* Retired Chief Executive Officer, AT&T Business Skills Age 57 Tenure 2023 Committee C&T STS




						David B. Dillon Retired Chairman of the Board and Chief Executive Officer, The Kroger Co. Skills Age 72 Tenure 2015 Committee N&G




						James R. Fitterling* Lead Independent Director Chair of the Board and Chief Executive Officer, Dow Inc. Skills Age 62 Tenure 2021 Committee



Director nominee age 62.0 Average years			Director nominee tenure 4.0 Average tenure


Director nominee independence			Lead independent director •Lead Independent Director with robust authority •Separate Executive Chairman and CEO after transition





Skills and experience



						Amy E. Hood Executive Vice President and Chief Financial Officer, Microsoft Corporation Skills Age 52 Tenure 2017 Committee C&T STS




						Suzan Kereere President, Global Markets, PayPal, Inc. Skills Age 58 Tenure 2022 Committee A C&T




						Gregory R. Page Retired Chairman of the Board and Chief Executive Officer, Cargill Skills Age 72 Tenure 2016 Committee C&T




						Pedro J. Pizarro President and Chief Executive Officer and Director, Edison International Skills Age 58 Tenure 2023 Committee A N&G




						Michael F. Roman Chairman of the Board and Chief Executive Officer, 3M Company Skills Age 64 Tenure 2019




						Thomas W. Sweet Retired Chief Financial Officer, Dell Technologies Skills Age 64 Tenure 2023 Committee A N&G




Science for Circular			We see the circular economy as an opportunity to create impactful solutions, inspire leadership, and implement disruptive change across all industries. 3M, in partnership with GlobalGiving, collaborates with Plastic Bank to support ethical collection of plastic waste in Brazil. 2023 saw the completion of a two-year collaboration that helped stop 801,680 pounds of plastic — the equivalent of over 18 million 500 ml plastic bottles — from entering the ocean. 3M was one of the first of over 200 global businesses, financial institutions, and NGOs that have endorsed the Business Coalition for a Global Plastics Treaty, a common vision that will guide policy engagements with governments to end plastic pollution and accelerate progress toward a circular economy. As a member of the Water Resilience Coalition leadership committee, 3M participated in key events in 2023, including a workshop the coalition held at 3M Stockholm during World Water Week on the ambition of net positive water impact, as well as the first pilot program. The Water Resilience Coalition also held a workshop at 3M headquarters on how to scale basinwide collective action at 100 priority basins worldwide. Since 2019, 100 percent of 3M projects entering the new product commercialization process include features or functions that drive sustainability impact, such as an environmental or social challenge like improving air quality, reducing GHG emissions, or improving patient and worker safety.


Science for Climate			We’re advancing our impact through intermediate and long-term goals and actions that align with the latest findings by the Intergovernmental Panel on Climate Change (IPCC). In 2023, our efforts yielded a significant emissions reduction — more than 20 percent — in scope 3, category 4 (upstream transportation and distribution). During Climate Week NYC, 3M highlighted new developments in key areas of climate innovation, including direct air capture (DAC) technology, and convened stakeholders from across industries to discuss how material science can accelerate climate solutions. 3M is in a three-year partnership with the United Nations Framework Convention on Climate Change. This collaboration helps us highlight technology and solutions that inspire movement on climate commitments, including engagements at COP28. Along with our partner Earthworm Foundation, we’re supporting the Tsay Keh Dene (TKD) First Nation in British Columbia, Canada, to protect high conservation value forests in their territory. As some of the world’s last remaining intact forests, they serve as sources of sustenance, culture, and history for the TKD, as well as critical species habitat and carbon storage. Using data science, we’re enhancing capabilities to estimate our products’ carbon footprint and identify opportunities for reduction. Leveraging science and technology, we‘re reducing emissions in our operations while improving the design and manufacture of our products for sustainability. We estimate an avoidance of 135 metric tons of carbon dioxide (CO2) for our customers through the use of select 3M product platforms over the past seven years.


Science for Community			We recognize the importance of cultivating a connected community. In 2023, 3M continued to work toward our goal to invest $50 million to address racial opportunity gaps in the U.S. through workforce development and STEM education initiatives. Contributions for 2023 totaled $13.1 million. Our efforts were recognized by the 2023 Racial Equity Dividends Index, which named 3M a high-scoring business for four out of seven categories, including Philanthropy & Investment. In November, 3M hosted 70 participants at the first 3M Environmental Justice Summit — one of the first times a corporation brought together private companies, public entities, and community organizations to share insight and perspective on the topic. 3M supports education initiatives that advance equitable outcomes in STEM for underrepresented students globally. Since 2021, we’ve supported over 2 million unique STEM and skilled trades learning experiences, on track with our commitment to create 5 million experiences by end of the 2025-26 school year. In 2023 we opened a new 15,000-square-foot automotive training facility in St. Paul, Minnesota, dedicated to educating and upskilling technicians on the most up-to-date automotive collision repair and refinishing processes.



Driving performance through the 3M model			•Delivered on 2023 commitments with results that exceeded our original earnings and cash flow guidance as we strengthened operational performance, implemented significant restructuring actions, and simplified our supply chains, while prioritizing growth opportunities •Drove Adjusted Earnings per Share of $9.84 and significantly increased Free Cash Flow 30% year-on-year to $6.3 billion, with robust conversion of 123%, up 37 ppts year-on-year* •Invested $3.5 billion in research and development and capital expenditures to position 3M for the future, including investments focused on growth, productivity, and sustainability •Focused on using material science to make a difference in the world. Advanced solutions that helped drive 30% revenue growth in our automotive electrification program in 2023 •Returned $3.3 billion to shareholders in 2023 via dividends; over 105 consecutive years of paying dividends to shareholders


Portfolio optimization			•Progressed the spin-off of our Health Care business; spin-off on track for April 1, 2024 •Continued building 3M for the future, prioritizing high growth markets like automotive electrification, personal safety, home improvement, and consumer electronics. We are also investing in large emerging markets that demand our material science innovation, including climate technology, industrial automation, and next-generation electronics •Prioritizing our product portfolios based on market potential, right to win, supply chain complexity, margins, and returns •Following through on sustainability commitments: investing $1 billion over 20 years to accelerate progress on our air and water stewardship priorities and plastics reduction goals


Reducing risk and uncertainty			•Reduced risk and uncertainty by proactively and effectively managing litigation •Entered into a settlement with U.S. Public Water Suppliers in PFAS litigation, providing funding for treatment of drinking water across the country, which received preliminary approval by the court and is awaiting final approval •Entered into a settlement of the Combat Arms Earplugs litigation intended to provide certainty and finality, which has received strong support from all parties and the Court as we have successfully completed each milestone toward full implementation of the settlement agreement •Remain on schedule to exit all PFAS manufacturing by the end of 2025, with 2023 production volumes down 20%



			* See Appendix A to this Proxy Statement for a reconciliation of these “non-GAAP” financial measures to the most directly comparable financial measures as determined in accordance with generally accepted accounting principles in the United States (GAAP). As explained in Appendix A, all non-GAAP financial measures presented in the “Compensation Discussion and Analysis” section are used for compensation purposes and include the adjustment of certain special items that the Compensation and Talent Committee believes are outside the control of management and are not reflective of ongoing operations. The non-GAAP financial measures used herein may not be comparable to similarly titled measures used by other companies and the adjusted amounts used for compensation purposes may differ from the adjusted amounts used by the Company elsewhere or included in the Company’s Form 10-K.


Table of contents



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.


12/12	10/12	12/12

Leadership. Significant leadership experience with understanding of complex global organizations, strategy, risk management, and how to drive change and growth.	Technology. As a diversified technology and science-based Company, directors with technology backgrounds understand 3M’s 51 technology platforms and the importance of investing in new technologies for future growth.	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.

5/12	12/12	7/12

Manufacturing. As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company.	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.”	Marketing. Organic growth is one of 3M’s financial metrics and directors with marketing expertise provide important perspectives on developing new markets.

10/12	11/12

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.	Global. Global business experience is critical to 3M’s international growth with over half of sales from outside the U.S. in 2023.



			1			Evaluations by Board Leadership •Chairman/Lead Independent 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 decided to not re-nominate a director in part as a result of feedback from this self-assessment



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 filling any vacancies on 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 74. A director elected to the Board prior to their 74th birthday may continue to serve until the annual shareholder meeting coincident with or following their 74th birthday. Absent special circumstances, directors will not be nominated for election after their 74th 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, diversity, 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




Science for Circular Design solutions that do more with less material, advancing a global circular economy.			A circular economy does more with less, keeps products and materials in use, designs out waste and pollution, and regenerates natural systems. At the core is an opportunity to develop technologies and business models that are restorative and regenerative by design. At 3M, we see a circular economy as an opportunity to inspire leadership, innovation, and disruptive change, all driving impact for a more sustainable future. Goals •Reduce global water usage by the following amounts: 10 percent by 2022, 20 percent by 2025, and 25 percent by 2030, indexed to sales.(1) •For 3M’s global manufacturing operations, help enhance the quality of water returned to the environment from industrial processes by 2030.(2),(3) Our initial focus is on implementing state of-the-art water purification technology at the largest water use locations globally and having them fully operational by the end of 2024. •Engage 100 percent of water-stressed/scarce communities where 3M manufactures on community-wide approaches to water management by 2025. •Drive supply chain sustainability through targeted raw material traceability and supplier performance assurance by 2025. •Reduce manufacturing waste by an additional 10 percent, indexed to sales, by 2025. •Achieve zero landfill status at more than 30 percent of manufacturing sites by 2025. •Require a Sustainability Value Commitment (SVC) for every new product.(4) •Reduce dependence on virgin fossil-based plastic by 125 million pounds by the end of 2025.(5)


Science for Climate Innovate to accelerate global climate solutions and decarbonize industry.			At 3M, we support the global consensus set forth in the 2015 Paris Agreement and we are acting on the 2018 findings of the Special Report on Global Warming of 1.5° C by the Intergovernmental Panel on Climate Change in our goals, operations, and actions. The global climate crisis impacts businesses, our communities, and our families. We recognize the work to be done and are inspired by the opportunity to chart our collective path forward. Goals •Improve energy efficiency, indexed to net sales, by 30 percent by 2025. •Increase renewable energy to 50 percent of total electricity use by 2025 and to 100 percent by 2050. •Reduce scope 1 and 2 market-based GHG emissions by at least 50 percent by 2030, 80 percent by 2040 and achieve carbon neutrality in our operations by 2050.(6) •Help our customers reduce their GHGs by 250 million tons of CO2 equivalent emissions through the use of 3M products by 2025.




Science for Community Create a more positive world through science and inspire people to join us.			3M understands the crucial role of science in improving lives, protecting health and safety, and helping solve global challenges. We recognize the critical need for well-trained STEM graduates and equitable access to STEM education and careers, which drives us to advance diversity, equity, inclusion, and social justice within our company and community. Together with our partners, we will advance an equitable and sustainable future for all. Goals •Invest cash and products for education, community, and environmental programs by 2025. •Double the pipeline of diverse talent in management globally to build a diverse workforce by 2030.(7) •Provide 300,000 work hours of skills-based volunteerism by 3M employees to improve lives and help solve society’s toughest challenges by the end of 2025.(8) •Provide training to 5 million people globally on worker and patient safety by 2025. •Invest $50 million to address racial opportunity gaps in the U.S. through workforce development and STEM education initiatives by the end of 2025(5) •Double the representation of underrepresented groups from entry-level through management in our U.S. workforce.(9),(10),(11) •Double the representation of underrepresented groups in management positions in our U.S. workforce.(9),(10),(11) •Advance economic equity by creating 5 million unique STEM and skilled trades learning experiences for underrepresented individuals by the end of 2025(12) •Maintain or achieve 100 percent pay equity globally(11)


•Reviews the Company’s annual audited and quarterly consolidated financial statements and internal controls over financial reporting; •Reviews the Company’s financial reporting process and internal controls over financial reporting, including any major issues regarding accounting principles and financial statement presentation, and critical accounting policies to be used in the consolidated financial statements; •Reviews and discusses with management and the Independent Accounting Firm the Company’s report on internal controls over financial reporting and the Independent Accounting Firm’s audit of 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, including fees and staffing, and approves all audit and permissible non-audit services provided by the Independent Accounting Firm; •Reviews findings and recommendations of the Independent Accounting Firm and management’s response to the recommendations of the Independent Accounting Firm; •Discusses policies with respect to risk assessment and risk management, the Company’s major risk exposures, and the steps management has taken to monitor and mitigate such exposures; •Periodically reviews the Company’s capital allocation and capital structure strategies, insurance coverage, funding for pension and other post-retirement benefit plans, and global tax planning; •Periodically reviews the Company’s global Treasury activities, including risks associated with cash investments, counterparties, and use of derivatives and other financial instruments for risk management purposes;			•Periodically reviews and approves the Company’s use of swaps exemption pursuant to Dodd-Frank derivatives clearing policy; •Quarterly obtains reports from senior management, including the Chief Information Officer, regarding information technology networks and systems, including cybersecurity, and the adequacy and effectiveness of the Company’s policies and internal controls regarding information security; •Periodically obtains reports from the Company’s senior internal auditing executive, who has direct reporting obligations to the Committee, on the annual audit plan, scope of work, and the results of internal audits and management’s response thereto; •Periodically obtains reports from the Company’s Chief Compliance Officer, who has direct reporting obligations to the Committee, on compliance with the Company’s Code of Conduct, and at least annually, on the implementation and 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 any material reports or inquiries received from regulators or government agencies regarding compliance; and •Establishes procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters and periodically review with the Chief Compliance Officer and the Company’s senior internal auditing executive these procedures and any significant complaints received.


* Until Mr. Eskew’s retirement in May 2024. Effective November 8, 2023. * Effective November 6, 2023.			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 equity; •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, diversity, and retention strategies; talent development; internal pay equity; 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) and the contribution activities of the 3M Foundation, 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 2023, 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 $5,000 increase in the annual fees paid to the chair of the Compensation and Talent Committee and left the other fees unchanged.


Non-Employee Director	Fees earned or paid in cash ($)(3)	Stock awards ($)(4)	All other compensation ($)(5)	Total ($)
Thomas “Tony” K. Brown(1), (2)	149,780	185,000	604	335,384
Audrey Choi(2)	67,500	138,370	973	206,843
Anne H. Chow(2)	120,375	231,123	2,140	353,638
Pamela J. Craig(1), (2)	53,063	—	25,477	78,540
David B. Dillon(1)	160,000	185,000	7,077	352,077
Michael L. Eskew(1)	175,000	185,000	5,360	365,360
James R. Fitterling(1)	153,093	185,000	289	338,382
Amy E. Hood	135,000	185,000	1,184	321,184
Muhtar Kent(1), (2)	53,063	—	25,477	78,540
Suzan Kereere	135,000	185,000	806	320,806
Dambisa F. Moyo(2)	47,843	—	25,477	73,320
Gregory R. Page(1)	160,000	185,000	1,064	346,064
Pedro J. Pizarro(2)	120,375	231,123	1,047	352,545
Thomas W. Sweet(2)	20,543	93,767	924	115,235


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	—	—
Pamela J. Craig	—	—
David B. Dillon	—	—
Michael L. Eskew	175,000	1,758
James R. Fitterling	153,093	1,542
Amy E. Hood	—	—
Muhtar Kent	53,063	497
Suzan Kereere	—	—
Dambisa F. Moyo	—	—
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


	2022		2023
Audit Fees	$	26.5	$	30.6
Audit-Related Fees	0.4		0.3
Tax Fees	0.3		0.3
All Other Fees	0.0		0.0
Total	$	27.2	$	31.2