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

DEF 14A of 3M Co

Filed Mar 27, 2024 · FY20230000066740-24-000037

Open on EDGAR

  1. Director nominees, board diversity of skills and experience

    Director nominees, board diversity of skills and experience

  2. Director nominees, board diversity of skills and experience

    | | 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 |

  3. Director nominees, board diversity of skills and experience

    | 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 | |

  4. Director nominees, board diversity of skills and experience

    | 8 | 3M Company |

  5. Director nominees, board diversity of skills and experience

    | Other public company boards 0.9 Average board positions | Diversity 58.3% Diverse board members # LGBTQ+ or born outside of the U.S. | | | Meeting attendance 97% •Overall attendance at Board and committee meetings •There were 11 Board meetings in 2023 | Board changes since 2019 7 of 12 nominees will have joined the Board since 2019 if elected, including 3 women directors and 5 directors with other diverse traits | | | | Key | | | | | Independent | | | | Chair | | | A | Audit | | | C&T | Compensation and Talent | | | N&G | Nominating and Governance | | | STS | Science, Technology & Sustainability | | | * | Effective April 3, 2024, Mr. Fitterling will assume the duties of Lead Independent Director and Ms. Chow will assume the role of C&T Chair. |

  6. Director nominees, board diversity of 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 |

  7. Director nominees, board diversity of skills and experience

    | 2024 Proxy Statement | 9 |

  8. Director nominees, board diversity of skills and experience

    Qualifications and attributes, and demographic information, for the 12 director nominees that are standing for election at the Annual Meeting are summarized below.

  9. Director nominees, board diversity of skills and experience

    | Qualifications and Attributes | | T. Brown | W. Brown | Choi | Chow | Dillon | Fitterling | Hood | Kereere | Page | Pizarro | Roman | Sweet | | | Leadership | | | | | | | | | | | | | | | Manufacturing | | | | | | | | | | | | | | | Supply Chain | | | | | | | | | | | | | | | Technology | | | | | | | | | | | | | | | Finance | | | | | | | | | | | | | | | Global | | | | | | | | | | | | | | | Risk Management | | | | | | | | | | | | | | | Marketing | | | | | | | | | | | | | | Demographic Background | | | | | | | | | | | | | | | Tenure (Years) | | 11 | 0 | <1 | 1 | 9 | 3 | 7 | 2 | 8 | 1 | 6 | <1 | | Age (Years) | | 68 | 61 | 56 | 57 | 72 | 62 | 52 | 58 | 72 | 58 | 64 | 64 | | Gender (Male/Female) | | M | M | F | F | M | M | F | F | M | M | M | M | | Race/Ethnicity | | | | | | | | | | | | | | | African American/Black | | | | | | | | | | | | | | | Asian | | | | | | | | | | | | | | | Hispanic | | | | | | | | | | | | | | | Caucasian/White | | | | | | | | | | | | | |

  10. Recent noteworthy compensation program actions

    Recent noteworthy compensation program actions Since January 1, 2023, the Board and the Compensation and Talent Committee took the following noteworthy actions: •Appointed Bryan C. Hanson as Group President and Chief Executive Officer, Health Care and approved his initial compensation arrangements. For more information, see “Section V: 2023 compensation decisions and performance highlights — Bryan C. Hanson — Compensation Decisions” on page 98. •Amended the 3M Executive Severance Plan to provide for pro rata vesting of inducement restricted stock unit awards based on whole years of completed service. •Significantly expanded the population of employees subject to our clawback policy with approximately 350 employees at the Vice President level and above now subject to recoupment based on the issuance of noncompliant financial reports, significant misconduct, or a significant risk-management failure. Made other revisions in line with new regulatory guidance implemented by the NYSE, including the expanded definition of an accounting restatement to cover so-called “little r” restatements. For more information, see “Clawback policy and other remedial actions” on page 102. •Effective for the 2024 annual incentive compensation program offered to eligible employees, updated the metrics and weightings with the intent of enhancing focus on cash flow growth, a key driver of value for 3M. For more information, see “2024 changes to our annual incentive compensation program” on page 87. •Approved various actions related to the Company’s U.S. retirement plans, including a future pension “freeze” for non-union employees, effective December 31, 2028, and a supplemental three percent annual Company retirement contribution to the 401(k) plan accounts of eligible employees impacted by the future pension plan freeze, effective January 1, 2029.

  11. Recent noteworthy compensation program actions

    | 18 | 3M Company |

  12. Recent noteworthy compensation program actions

    | | | | | | Proposal 4 (page 126) •Shareholder proposal, if properly presented at the meeting. •See Board’s opposition statement. | | | | | “AGAINST” |

  13. Recent noteworthy compensation program actions

    | 2024 Proxy Statement | 19 |

  14. Recent noteworthy compensation program actions

    | | | | | | Elect the 12 director nominees identified in this Proxy Statement •Elect the 12 director nominees identified in this Proxy Statement, each for a term of one year. •Our nominees are distinguished leaders who bring a mix of skills and qualifications to the Board and can represent the interests of all shareholders. | | | | | “FOR” each nominee to the Board |

  15. Recent noteworthy compensation program actions

    | | Thomas “Tony” K. Brown, 68 Retired Group Vice President, Global Purchasing, Ford Motor Company A | | William M. Brown, 61* Former Chairman of the Board and Chief Executive Officer, L3Harris Technologies, and Chief Executive Officer of 3M Company (effective May 1, 2024) | | Audrey Choi, 56 Retired Chief Sustainability Officer and Chief Marketing Officer, Morgan Stanley N&G STS | | | Anne H. Chow, 57** Retired Chief Executive Officer, AT&T Business C&T STS | | David B. Dillon, 72 Retired Chairman of the Board and Chief Executive Officer, The Kroger Co. N&G | | James R. Fitterling, 62** Lead Independent Director Chair of the Board and Chief Executive Officer, Dow Inc. | | | Amy E. Hood, 52 Executive Vice President and Chief Financial Officer, Microsoft Corporation C&T STS | | Suzan Kereere, 58 President, Global Markets, PayPal, Inc. A C&T | | Gregory R. Page, 72 Retired Chairman of the Board and Chief Executive Officer, Cargill C&T | | | Pedro J. Pizarro, 58 President and Chief Executive Officer and Director, Edison International A N&G | | Michael F. Roman, 64* Chairman of the Board and Chief Executive Officer, 3M Company | | Thomas W. Sweet, 64 Retired Chief Financial Officer, Dell Technologies A N&G |

  16. Recent noteworthy compensation program actions

    | Key | | | | | | | | Independent | C&T | Compensation and Talent | STS | Science, Technology & Sustainability | | A | Audit | N&G | Nominating and Governance | | Chair |

  17. Recent noteworthy compensation program actions

    * Effective May 1, 2024, Mr. William M. Brown will become Chief Executive Officer of 3M, and Mr. Roman will become Executive Chairman of the Board. ** Effective April 3, 2024, Mr. Fitterling will assume the duties of Lead Independent Director and Ms. Chow will assume the role of C&T Chair.

  18. Recent noteworthy compensation program actions

    | 20 | 3M Company |

  19. Recent noteworthy compensation program actions

    At the 2024 Annual Meeting, 12 directors are to be elected to hold office until the 2025 Annual Meeting of Shareholders and until their successors have been elected and qualified. Except as noted below, all nominees are presently 3M directors who were elected by shareholders at the 2023 Annual Meeting. Ms. Audrey Choi, who joined the board on August 9, 2023, and Mr. Thomas W. Sweet, who joined the board on November 6, 2023, are each standing for election for the first time. A director search firm assisted with the identification of Ms. Choi and Mr. Sweet for recommendation by the Nominating and Governance Committee for their election to the Board. In addition, on March 8, 2024, the 3M Board appointed Mr. William M. Brown Chief Executive Officer of 3M, effective May 1, 2024, succeeding Mr. Michael F. Roman, and Mr. Brown is also standing for election to the 3M Board for the first time. An executive search firm assisted with the identification of Mr. Brown for his election to the Board. Concurrent with the appointment of Mr. Brown as Chief Executive Officer, on March 8, 2024, the 3M Board appointed Mr. Roman as Executive Chairman of the 3M Board, effective May 1, 2024. Mr. Michael L. Eskew, who has served as our Lead Independent Director since 2012, will retire from his service on the 3M Board on May 14, 2024, when his term expires, pursuant to 3M’s mandatory director retirement age policy. We thank Mr. Eskew for his leadership and his many contributions to the Board and to the Company. Mr. James R. Fitterling, who has served on 3M’s Board since 2021, including as the Chair of the Compensation and Talent Committee of the Board, will assume the role of Lead Independent Director effective April 3, 2024. In addition, the Board has appointed Ms. Chow as the Chair of the Compensation and Talent Committee of the Board effective April 3, 2024. No additional director replacements are being announced at this time. The Company will continue to refresh its Board of Directors regularly with the skills and experiences deemed most critical for setting strategic objectives and positioning 3M to drive long-term shareholder value. We expect each nominee for election as a director to be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board. Each nominee elected as a director will continue in office until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or retirement. The Nominating and Governance Committee reviewed the Board Membership Criteria (described on page 34) and the specific experience, qualifications, attributes, and skills of each nominee, including membership(s) on the boards of directors of other public companies. The following pages contain biographical and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning the particular experience, qualifications, attributes, and skills that are deemed most critical to 3M’s long-term success and led the Nominating and Governance Committee and the Board to determine that each nominee should serve as a director. In addition, the majority of our directors serve or have served on boards and board committees (including as committee chairs) of other public companies, which the Board believes provides them with additional board leadership and governance experience, exposure to best practices, and substantial knowledge and skills that further enhance the functioning of our Board.

  20. Recent noteworthy compensation program actions

    | 2024 Proxy Statement | 21 |

  21. Nominees for director

    Nominees for director

  22. Nominees for director

    | | | | | | Thomas “Tony” K. Brown 68 Independent Retired Group Vice President, Global Purchasing, Ford Motor Company | Director since 2013 | | 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. Prior to Ford, 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. | | Other current directorships •ConAgra Foods, Inc. 3M Board committee(s) •Audit •Nominating and Governance (Chair) Directorships within the past five years •Tower International, Inc. |

  23. Nominees for director

    | 22 | 3M Company |

  24. Nominees for director

    | | | | | | William M. Brown 61 Former Chairman of the Board and Chief Executive Officer, L3Harris Technologies | Director since New nominee | | Professional Highlights Mr. Brown is the former Chairman of the Board and Chief Executive Officer of L3Harris Technologies, a global innovator in aerospace and defense technology solutions, where he served as Executive Chair from June 2021 to June 2022, after having served as Chairman and Chief Executive Officer from June 2019 to June 2021. Mr. Brown previously served as Chairman, President and Chief Executive Officer of Harris Corporation prior to its merger with L3 Technologies in 2019. He joined Harris Corporation in November 2011 as President and Chief Executive Officer and was appointed Chairman in April 2014. Prior to Harris Corporation, Mr. Brown spent 14 years at United Technologies Corporation serving in a variety of leadership roles. On March 8, 2024, the 3M Board of Directors appointed Mr. Brown Chief Executive Officer of 3M Company, effective May 1, 2024, succeeding Mr. Roman, who is being appointed to a newly created position, Executive Chairman of the 3M Board, also effective May 1, 2024. Nominee Qualifications Mr. Brown’s bachelor’s and master’s degrees in mechanical engineering from Villanova University and an MBA degree from The Wharton School, University of Pennsylvania, his wealth of strategic leadership, innovation, operational excellence, cybersecurity, and leadership experience as a public company chief executive officer for 13 years of complex global organizations, along with his strong corporate governance background and experience in the U.S. and international business, and his service on other public company boards, qualify him to serve as a director of 3M. | | Other current directorships •Becton, Dickinson and Company •Celanese Corporation* Directorships within the past five years •L3Harris Technologies, Inc. •Harris Corporation (until merger with L3 Technologies in 2019) |

  25. Nominees for director

    * Mr. Brown will not stand for re-election as a director at the annual shareholder meeting of Celanese Corporation scheduled to be held on May 13, 2024 and will serve on the Celanese board until Celanese’s 2024 annual shareholder meeting.

  26. Nominees for director

    | 2024 Proxy Statement | 23 |

  27. Nominees for director

    | | | | | | Audrey Choi 56 Independent Retired Chief Sustainability Officer and Chief Marketing Officer, Morgan Stanley | Director since 2023 | | Professional Highlights Ms. Choi is the Retired Chief Sustainability Officer and Chief Marketing Officer, Morgan Stanley, a global financial services firm with offices in 41 countries. Ms. Choi was Morgan Stanley’s first Chief Sustainability Officer and a member of its Global Management Committee from 2017-2022. She was also Chief Marketing Officer from 2017-2021. Over the course of her 16-year career at Morgan Stanley, she founded and led the Global Sustainable Finance Group, the Institute for Sustainable Investing and the Community Development Finance Group. During Ms. Choi’s public service career, she served in senior policy positions in the Clinton Administration including Chief of Staff of the Council of Economic Advisers in the White House. Prior to her government service, she was a foreign correspondent and bureau chief for The Wall Street Journal in Europe. Ms. Choi has a long record of service in the philanthropic and non-profit sector including as a board member of the Sustainable Accounting Standards Board (SASB), Wildlife Conservation Society, StoryCorps, Local Initiatives Support Corporation, New York Cares, the Impact Investing Alliance, and the Kresge Foundation. Nominee Qualifications Ms. Choi’s MBA from Harvard Business School and A.B. from Harvard College, her executive leadership roles and experience at Morgan Stanley, especially in sustainability and marketing, and her other board positions, qualify her to serve as a director of 3M. | | Other current directorships •None 3M Board committee(s) •Nominating and Governance •Science, Technology & Sustainability |

  28. Nominees for director

    | 24 | 3M Company |

  29. Nominees for director

    | | | | | | Anne H. Chow 57 Independent Retired Chief Executive Officer, AT&T Business | Director since 2023 | | 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 is a Senior Fellow and 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. | | Other current directorships •Franklin Covey Co. (lead independent director) 3M Board committee(s) •Compensation and Talent* •Science, Technology & Sustainability |

  30. Nominees for director

    * Effective April 3, 2024, Ms. Chow will assume the role of Compensation and Talent Committee Chair.

  31. Nominees for director

    | 2024 Proxy Statement | 25 |

  32. Nominees for director

    | | | | | | David B. Dillon 72 Independent Retired Chairman of the Board and Chief Executive Officer, The Kroger Co. | Director since 2015 | | 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 other public companies, qualify him to serve as a director of 3M. | | Other current directorships •Union Pacific Corporation 3M Board committee(s) •Audit (Chair) •Nominating and Governance |

  33. Nominees for director

    | 26 | 3M Company |

  34. Nominees for director

    | | | | | | James R. Fitterling 62 Independent Chair of the Board and Chief Executive Officer, Dow Inc. | Director since 2021 | | Professional Highlights Mr. Fitterling is the Chair 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 40 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, immediate past Chair of the Board of Directors for the American Chemistry Council, Chair of Alliance to End Plastic Waste, and a Trustee of the Committee for Economic Development. 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. | | Other current directorships •Dow Inc. 3M Board committee(s) •Compensation and Talent (Chair)* |

  35. Nominees for director

    * Effective April 3, 2024, Mr. Fitterling will assume the duties of Lead Independent Director and Ms. Chow will assume the role of Compensation and Talent Committee Chair.

  36. Nominees for director

    | 2024 Proxy Statement | 27 |

  37. Nominees for director

    | | | | | | Amy E. Hood 52 Independent Executive Vice President and Chief Financial Officer, Microsoft Corporation | Director since 2017 | | Professional Highlights Ms. Hood is Executive Vice President and Chief Financial Officer of Microsoft Corporation, a worldwide provider of software, services and solutions, since May 2013. 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 MBA 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. | | Other current directorships •None 3M Board committee(s) •Compensation and Talent •Science, Technology & Sustainability |

  38. Nominees for director

    | 28 | 3M Company |

  39. Nominees for director

    | | | | | | Suzan Kereere 58 Independent President of Global Markets, PayPal Holdings, Inc. | Director since 2022 | | Professional Highlights Ms. Kereere is the President of Global Markets, PayPal Holdings, Inc., a leading digital payment partner for businesses and consumers around the world, since January 2024. Prior to her current role, Ms. Kereere was 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, from 2021 to 2023. Ms. Kereere has held executive leadership roles in global merchant sales and acquiring at VISA, a global payments technology company, 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 former director at Electronic Transactions Association. Ms. Kereere serves as a Board Trustee for Alvin Ailey American Dance Theater and board member at Code for America. Nominee Qualifications Ms. Kereere’s bachelor’s degree in Economics from Tufts University and MBA 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. | | Other current directorships •None 3M Board committee(s) •Audit •Compensation and Talent |

  40. Nominees for director

    | 2024 Proxy Statement | 29 |

  41. Nominees for director

    | | | | | | Gregory R. Page 72 Independent Retired Chairman of the Board and Chief Executive Officer, Cargill | Director since 2016 | | 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 until 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 and Wayne Sanderson Farms, the nation’s third largest poultry producer company that has a complete portfolio of high-quality and affordable poultry brands and products. 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. | | Other current directorships •Deere & Company •Eaton Corporation plc (lead director) •Corteva Agriscience (non-executive chair) 3M Board committee(s) •Compensation and Talent •Science, Technology & Sustainability (Chair) |

  42. Nominees for director

    | 30 | 3M Company |

  43. Nominees for director

    | | | | | | Pedro J. Pizarro 58 Independent President and Chief Executive Officer and Director Edison International | Director since 2023 | | Professional Highlights Dr. Pizarro is the 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 previously served as Vice President and Senior Vice President of Power Procurement, and Vice President of Strategy and Business Development. Dr. Pizarro is Chair of the Edison Electric Institute, Co-Chair 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. | | Other current directorships •Edison International 3M Board committee(s) •Audit •Nominating and Governance |

  44. Nominees for director

    | 2024 Proxy Statement | 31 |

  45. Nominees for director

    | | | | | | Michael F. Roman 64 Chairman of the Board and Chief Executive Officer, 3M Company | Director since 2018 | | 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. On March 8, 2024, in connection with its appointment of a successor to Mr. Roman as Chief Executive Officer, the 3M Board of Directors appointed Mr. Roman to a newly created position, Executive Chairman of the 3M Board of Directors, effective May 1, 2024. 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 35 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. | | Other current directorships •Abbott Laboratories 3M Board committee(s) •None |

  46. Nominees for director

    | 32 | 3M Company |

  47. Nominees for director

    | | | | | | Thomas W. Sweet 64 Independent Retired Chief Financial Officer, Dell Technologies | Director since 2023 | | Professional Highlights Mr. Sweet is the Retired Chief Financial Officer of Dell Technologies, an enterprise technology giant. As CFO, from 2016 to 2023, Mr. Sweet oversaw all aspects of the company's finance function, including accounting, financial planning and analysis, tax, treasury and investor relations, as well as global business operations, Dell Financial Services and Dell Technologies Capital. He also led corporate strategy, partnering closely with the office of the CEO to develop and execute a long-term growth and value creation strategy for the company. Mr. Sweet joined Dell in 1997 and held various leadership positions before assuming the CFO role, including vice president of corporate finance, controller, head of internal audit, and chief accounting officer. He oversaw external financial reporting in the years before Dell’s historic five-year shift to privatization and served in sales leadership roles in education and in various corporate business units. Mr. Sweet serves on the board of directors of Trimble Inc., an industrial technology company, and the Salvation Army of Central Texas Advisory Board. Nominee Qualifications Mr. Sweet bachelor’s degree in business administration from Western Michigan University, being a Certified Public Accountant, his years of leadership roles and experiences as CFO at Dell, his expertise and knowledge of finance and audit matters, and serving as a director on other boards, qualify him to serve as a director of 3M. | | Other current directorships •Trimble Inc. 3M Board committee(s) •Audit •Nominating and Governance |

  48. Nominees for director

    | 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. |

  49. Nominees for director

    | 2024 Proxy Statement | 33 |

  50. Board membership criteria

    Board membership criteria 3M’s Corporate Governance Guidelines contain Board Membership Criteria that include a list of key skills and characteristics deemed critical to serve 3M’s long-term business strategy and expected to be represented on 3M’s Board. The Nominating and Governance Committee periodically reviews with the Board the appropriate skills and characteristics required of Board members given the current Board composition. It is the intent of the Board that the Board, itself, will be a high-performance organization creating a competitive advantage for the Company. To perform as such, the Board will be composed of individuals who have distinguished records of leadership and success in their arena of activity and who will make substantial contributions to Board operations and effectively represent the interests of all shareholders. The Nominating and Governance Committee’s and the Board’s assessment of Board candidates includes, but is not limited to, consideration of: •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. In addition to these minimum requirements, the Nominating and Governance Committee will also evaluate whether the nominee’s skills are complementary to the existing Board members’ skills and the Board’s needs for particular expertise in certain areas, and will assess the nominee’s impact on Board dynamics, effectiveness, and diversity of experience and perspectives.

  51. Board membership criteria

    | 34 | 3M Company |

  52. Director nominees — diversity of skills and experience

    Director nominees — diversity of skills and experience The diagram below summarizes the director nominees’ key skills and experiences in the areas that are most relevant to 3M and shows the number of director nominees who possess each of the skills and experiences:

  53. Director nominees — diversity of skills and experience

    | 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. | |

  54. Director nominees — diversity of skills and experience

    | 2024 Proxy Statement | 35 |

  55. Director compensation

    Director compensation

  56. Elements of annual compensation for non-employee directors

    | 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. |

  57. 2023 director compensation table

    2023 director compensation table The table below shows the amounts earned by our non-employee directors in 2023.

  58. 2023 director compensation table

    | 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 |

  59. 2023 director compensation table

    FOOTNOTES TO 2023 DIRECTOR COMPENSATION TABLE (1)Lead Independent Director or Committee Chair during all or a portion of 2023.

  60. 2023 director compensation table

    | 58 | 3M Company |

  61. 2023 director compensation table

    (2)Director compensation prorated according to effective date of election, appointment, or retirement: Ms. Choi, Ms. Chow, Mr. Pizarro, and Mr. Sweet joined the Board, effective August 9, 2023, February 9, 2023, February 9, 2023, and November 6, 2023, respectively; Mr. Fitterling succeeded Ms. Craig as Chair of the Compensation and Talent Committee, effective April 5, 2023; Mr. Brown succeeded Mr. Kent as Chair of the N&G Committee, effective April 5, 2023; and each of Ms. Craig, Mr. Kent, and Ms. Moyo retired from the Board, effective May 9, 2023. (3)This column represents the amount of all fees earned or paid in cash for services as a director, including the annual cash retainer and the annual Lead Independent Director and committee chair fees. The table below shows the amount of cash compensation earned during 2023 that each director elected to receive in 3M common shares or DSUs and the number of shares or DSUs received, excluding adjustments for dividend equivalents. For more information concerning all 3M stock-based holdings of the directors, see “Security ownership of management” beginning on page 129.

  62. 2023 director compensation table

    | 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 | — | — |

  63. 2023 director compensation table

    (4)This column represents the grant date fair value of the stock awards made in 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (referred to as “ASC Topic 718”). In addition to the amount shown for the annual stock retainer each director received shortly following his or her election to the Board at the 2023 Annual Meeting, the amount shown for Ms. Chow and Mr. Pizarro includes $46,123 attributable to the prorated annual stock retainer each received for their service to the Board from the date of their appointment through the date of the 2023 Annual Meeting. The Company does not grant stock options to non-employee directors. Since all stock awards vest on the grant date, there are no unvested stock awards outstanding at year end. (5)This column includes the incremental cost of complimentary products and charitable contributions. Non-employee directors are eligible to participate in the Company’s matching gift program on the same terms as 3M employees. Under this program, the 3M Foundation will match up to $1,000 a year in contributions made by each director to eligible charitable organizations and, prior to October 31, 2023, up to $5,000 a year in contributions made by each director to eligible educational institutions. The 3M Foundation also makes a $25,000 donation to a charitable organization or public school in honor of each director who retires from the Company during the year, as reflected in the amounts reported for each of Ms. Craig, Mr. Kent, and Ms. Moyo.

  64. Reasonableness of non-employee director compensation

    Reasonableness of non-employee director compensation As described above, our philosophy on director compensation is to pay directors fairly for work required in a company of our size and complexity, provide a significant portion of the total compensation in the form of equity-based compensation to align directors’ interests with the long-term interests of our shareholders, and structure compensation in a simple and transparent manner. We believe that the application of this philosophy has resulted in a non-employee director compensation program that reflects best-in-class design with the following provisions: •Retainer-only compensation delivered in a combination of cash and stock-based awards with no fees for attending meetings that are an expected part of board service. •Additional retainers for special roles having greater responsibilities, such as Lead Independent Director and committee chairs, to recognize the incremental additional time and effort required.

  65. Reasonableness of non-employee director compensation

    | 2024 Proxy Statement | 59 |

  66. Reasonableness of non-employee director compensation

    •Equity delivered in the form of current or deferred full-value shares, where annual grants are based on a competitive fixed-value formula and immediate vesting helps avoid director entrenchment. •A requirement that directors hold until the end of their Board service all annual stock retainers earned on or after October 1, 2007, which includes net after-tax shares attributable to current payments and pre-tax shares attributable to deferrals. •Flexible voluntary deferral provisions. •No material benefits or perquisites. •Our 2016 Long-Term Incentive Plan, most recently approved by shareholders at the 2021 Annual Meeting, includes a $600,000 annual compensation limit on all forms of compensation for non-employee directors.

  67. Compensation discussion and analysis

    | CD&A highlights | | | | | Elements of 2023 target total direct compensation | 70 | 2024 changes to our annual incentive compensation program | 87 | | Paying for performance | 71 | 2023 AIP attainments and payouts | 88 | | Recent noteworthy compensation program actions | 76 | Performance share accruals based on 2023 performance | 93 | | Compensation policies and practices | 77 | 2023 special long-term equity incentive awards | 94 |

  68. Compensation program supports our talent and value creation strategy

    Compensation program supports our talent and value creation strategy To enable our progress and continued momentum, we are deliberately prioritizing our talent and compensation strategy to encourage the contributions of a high-caliber executive leadership team. In 2023, we set the target compensation levels for the majority of our executive officers at or near the peer group median. To align pay outcomes with the long-term interests of our shareholders, over 91 percent of our CEO’s target pay and on average 84 percent of other NEOs’ target opportunities were provided in the form of at-risk variable incentives that deliver value only if we achieve pre-set performance goals or increase or decrease in value consistent with 3M’s total shareholder return or, in the case of stock options, the value of 3M’s common stock. Only in select circumstances did compensation packages reflect expanded pay benchmarks and did we utilize special incentives to support our ability to attract and retain individual skillsets and incentivize critical contributions during a pivotal transformation period. Our short- and long-term performance metrics reflect our growth drivers and were further refined for 2024 to incorporate shareholder feedback and to enhance focus on cash flow, a key driver of value for 3M, and comprehensive sustainability priorities that are important for our future.

  69. Recent business accomplishments

    | 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% |

  70. Elements of 2023 target total direct compensation

    Elements of 2023 target total direct compensation The table below shows how the 2023 target Total Direct Compensation of the Named Executive Officers was apportioned among base salary, annual incentives, performance share awards, stock options, and restricted stock units (RSUs), summarizes the rationale for providing and key characteristics of each such element, and lists the performance metrics, weightings, and modifiers used for annual and long-term incentives granted in 2023.

  71. Elements of 2023 target total direct compensation

    | | | CEO(1) | Other NEOs(1) | Why it is provided | | Performance metrics, weightings, and modifiers(2) | | | | | | | Key characteristics | | | | | | | •Compensate executives for their normal day-to-day responsibilities | •Only component of compensation that is considered to be fixed rather than variable in nature | | | | | | | •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 | •Performance metrics and goals approved by the Committee, which is comprised entirely of independent directors •Payouts based on performance against preestablished business objectives over a 12-month period •Payouts adjusted or left unchanged based on individual performance against preestablished goals and objectives and the Committee’s determination of 3M’s holistic performance against a set of preestablished objective ESG metrics •Payouts cannot exceed 200% of an executive’s weighted-average target annual incentive amount | •Local Currency Sales (of 3M or a business unit, as applicable) vs. Plan (weighted 50%) •Operating Income (of 3M or a business unit, as applicable) vs. Plan (weighted 30%) •3M Operating Cash Flow Conversion vs. Plan (weighted 20%) •Individual performance multiplier (± 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 | •Performance metrics and goals approved by the Committee, which is comprised entirely of independent directors •Payouts based on performance against preestablished goals over three years •Maximum payout equal to 200% of the target number of performance shares •Cash-settled dividend equivalent rights that are payable only if the underlying shares are earned | •Adjusted 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 | •Provide value only if stock price increases •Exercise price equal to the grant date closing price for a share of 3M common stock •Ratable three-year vesting schedule •Maximum term of 10 years | •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 | •Three-year “cliff” vesting schedule •Cash-settled dividend equivalent rights that are payable only if the underlying shares are earned | •Vesting is based on continued service, while value of the RSUs is based on total shareholder return (100%) | | | | | | | | |

  72. Elements of 2023 target total direct compensation

    (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 special grants. (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 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 condition 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 Committee chose to deliver 50 percent of the target grant value of his 2023 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 2023 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 Named Executive Officers’ 2023 elections (other than our CEO, who was not offered an opportunity to make an election).

  73. 2023 annual incentive compensation

    2023 annual incentive compensation For the Named Executive Officers whose 2023 annual incentive compensation payout was calculated based on the Company’s overall performance, the payout (before any adjustment for individual performance) was 104.0 percent of the target amount. The payouts reflect the Committee’s view of our performance against the financial goals established for 2023, as shown below, and its decision not to increase or decrease the payouts using the ESG modifier.

  74. 2023 annual incentive compensation

    | After considering the Company’s 2023 operating plan, the Committee, in consultation with its independent compensation consultant and following discussions with management of the Company, approved the 2023 financial performance targets for the AIP, as shown below. •The targets established for the Local Currency Sales and Operating Income metrics were lower than 2022 actual results for these two metrics, reflecting the Company’s portfolio management actions, including the Company’s decision to exit PFAS manufacturing, the divestiture of the Company’s Food Safety business, the deconsolidation of its Aearo subsidiary, the discontinuation of the Company’s business in Russia, and the anticipated spin-off of the Company’s Health Care business, and the post-COVID reduction in demand for disposable respirators. •The targets were informed by our operational plan for the year and were intended to be challenging and maintain a similar level of rigor as those established for past years. |

  75. Dollar Amounts in Millions*

    | Performance metric | Threshold ($) | Target ($) | Maximum ($) | Actual vs. target | Payout % | Weighting | Weighted payout % | | Local Currency Sales vs. Plan | 31,514 | | | 98% | 81.3% | | 40.7% | | | | | | | | | | | | 29,527 | 32,095 | 34,663 | | | | | | Operating Income vs. Plan | 6,374 | | | 104% | 126.7% | | 38.0% | | | | | | | | | | | | 5,198 | 6,115 | 7,032 | | | | | | Operating Cash Flow Conversion vs. Plan | 145% | | | 104% | 126.7% | | 25.3% | | | | | | | | | | | | 119% | 140% | 161% | | | | | | Weighted-average payout percent for total Company performance (before adjustment for individual performance) | | | | | | | 104.0% |

  76. Dollar Amounts in Millions*

    * Results reflect certain adjustments that the Committee believed were appropriate to better reflect the Company’s 2023 performance. See Appendix A to this Proxy Statement for a reconciliation of Local Currency Sales, Operating Income and Operating Cash Flow Conversion used for compensation purposes to our results for the most directly comparable financial measures as reported under GAAP. For more information concerning the calculation of the 2023 annual incentive payout for each Named Executive Officer, including the threshold, target, and maximum goals and attainments used to calculate the annual incentive payouts of the Named Executive Officers who are paid, in part, based on the performance of a business group, see “2023 AIP attainments and payouts” on page 88.

  77. Performance share award payouts and accruals (long-term incentive compensation)

    Performance share award payouts and accruals (long-term incentive compensation) The three-year performance period for the 2021 performance share awards issued to the Named Executive Officers ended on December 31, 2023. Based on the financial results achieved during 2021 – 2023, the Named Executive Officers received 83.8 percent of the target performance shares subject to their 2021 performance share awards. After considering the change in the market value of 3M’s common stock over the three-year performance period and the additional cash delivered pursuant to the dividend equivalent rights granted as part of the 2021 performance share awards, the value delivered to the Named Executive Officers in settlement of these awards (determined using the closing price of a share of 3M common stock on the NYSE for December 29, 2023) equaled 59.7 percent of the initial target grant value approved by the Committee. When evaluating the payouts for these awards against the Company’s performance, it is important to keep in mind the weightings applied to each year (2021 — 50 percent; 2022 — 30 percent; and 2023 — 20 percent) and each metric (Relative Organic Volume Growth — 40 percent; Return on Invested Capital — 20 percent; Adjusted Earnings per Share Growth — 20 percent; and Free Cash Flow Conversion — 20 percent). As illustrated in the charts below, the payout of 2021 performance share awards reflects the mixed results achieved during the performance period.

  78. 2021 performance share award results (2021-2023 performance period)

    2021 performance share award results (2021-2023 performance period)

  79. 2021 performance share award results (2021-2023 performance period)

    | | | | Performance levels | Payout level (% of target) | Performance year and weighting | Actual result* | Actual payout (% of target) | | Adjusted Earnings per Share Growth | | Threshold** | 4.0% | 4.0% | Year 1 – 50% | 14.4% | 20.0% | | | | Target | 8.0% | 20.0% | Year 2 – 30% | -0.2% | —% | | | | Maximum | 12.0% | 40.0% | Year 3 – 20% | -6.5% | —% | | Relative Organic Volume Growth | | Threshold** | -1.0% | 8.0% | Year 1 – 50% | 0.5% | 20.0% | | | | Target | 0.5% | 40.0% | Year 2 – 30% | -7.1% | —% | | | | Maximum | 2.0% | 80.0% | Year 3 – 20% | -7.3% | —% | | Return on Invested Capital | | Threshold** | 16.0% | 4.0% | Year 1 – 50% | 19.5% | 15.0% | | | | Target | 18.0% | 20.0% | Year 2 – 30% | 18.4% | 6.8% | | | | Maximum | 21.0% | 40.0% | Year 3 – 20% | 16.9% | 2.2% | | Free Cash Flow Conversion | | Threshold** | 95.0% | 4.0% | Year 1 – 50% | 100.9% | 11.8% | | | | Target | 100.0% | 20.0% | Year 2 – 30% | 81.8% | —% | | | | Maximum | 105.0% | 40.0% | Year 3 – 20% | 122.9% | 8.0% | | | | | | | | Total | 83.8% |

  80. 2021 performance share award results (2021-2023 performance period)

    * Results reflect certain adjustments that the Committee believed were appropriate to better reflect the Company’s performance during the performance period. See Appendix A to this Proxy Statement for a reconciliation of Adjusted Earnings per Share, Return on Invested Capital, Free Cash Flow, and Free Cash Flow Conversion used for compensation purposes to our results for the most directly comparable financial measures as reported under GAAP. ** No payout is provided for below threshold performance. The Company’s 2023 performance will also impact the payouts of the 2022 performance share awards and 2023 performance share awards, where the weighting of 2023 performance is 30 percent and 50 percent, respectively. To illustrate this point, the charts below show the percent of target performance shares accrued each year during the relevant performance period based on the Company’s performance.

  81. 2021 performance share award results (2021-2023 performance period)

    | 2024 Proxy Statement | 73 |

  82. Percent of target performance shares accrued by year*

    Percent of target performance shares accrued by year*

  83. share awards

    | The final payout percentage for each performance share award equals the sum of the payout percentages for each year during the performance period based on the Company’s performance against the financial goals approved by the Committee at the beginning of the performance period. |

  84. Impact of changes in stock price

    Impact of changes in stock price The performance of 3M’s stock has a material impact on the amount of compensation realized by our Named Executive Officers. Our stock ownership guidelines also require covered executives, including the Named Executive Officers, to own amounts of Company stock having a value exceeding a specified multiple of their base salary. If the market price of 3M’s stock declines, so does the value of the stock they own. Similarly, all long-term incentives awarded to our Named Executive Officers are equity-based and, therefore, increase or decrease in value consistent with 3M’s total shareholder return or, in the case of stock options, the value of 3M’s common stock. The stock and stock options held by our Named Executive Officers throughout 2023 decreased in value during the year as the closing price for a share of the Company’s common stock on the NYSE decreased from $119.92 on December 30, 2022, to $109.32 on December 29, 2023, at which time all outstanding stock options held by our Named Executive Offers were underwater. Likewise, the value of the performance shares and restricted stock units held by our Named Executive Officers throughout the year decreased consistent with the one-year total shareholder return for the Company’s stock. The chart below shows how our CEO’s target Total Direct Compensation for each of the last three fiscal years compared to his realizable pay as of the end of each such year and demonstrates that our compensation programs have been working as the Committee intended to align our CEO’s realizable pay to the Company’s performance. Realizable pay provides a retrospective look at pay versus performance that reflects the intrinsic value of equity awards granted during the year.

  85. Target total direct compensation vs. realizable CEO compensation ($ millions)

    | n | Performance shares | n | Stock options | n | Annual incentive | n | Base salary |

  86. Compensation policies and practices

    | | | | We do not | | | We do | | | | Maintain strong alignment between corporate performance and executive officer compensation by having a majority of Total Direct Compensation consist of incentive-based at-risk compensation Conduct an annual assessment for the purpose of identifying and mitigating significant economic and reputational risks in the design of our incentive compensation programs Have a comprehensive clawback policy that covers both cash and equity compensation and includes provisions addressing reputational and financial risk as well as risk management failures Maintain a long-term incentive plan that provides for forfeiture of awards if an employee engages in misconduct Use an independent compensation consultant retained by, and reporting directly to, the Committee Limit the number and amount of executive perquisites Prohibit our executive officers from hedging or pledging 3M common stock Maintain robust stock ownership guidelines for executive officers Conduct competitive benchmarking to align executive compensation with the market | | Have fixed-term employment agreements or change in control agreements with any of our executive officers Provide tax gross ups on executive perquisites, other than for taxable relocation benefits Have agreements that would provide automatic “single-trigger” accelerated vesting of equity compensation or excise tax gross-up payments to any of our executive officers upon a change in control Pay dividends or dividend equivalents on unearned equity awards Reprice stock options without the approval of 3M shareholders, except for “anti-dilution” adjustments (such as adjustments in connection with a stock split, spinoff, etc.) | |

  87. Use of market data

    Use of market data We compete for executive talent in a global market. To ensure that we are providing Total Direct Compensation that is competitive, the Committee annually considers the available pay data of two peer groups: an executive compensation peer group and a survey peer group.

  88. Executive compensation peer group

    Executive compensation peer group For setting 2023 target compensation levels, the executive compensation peer group consisted of the companies identified below (which remained the same as in the previous year), as recommended by the Committee’s independent compensation consultant and approved by the Committee. The companies in this executive compensation peer group were selected because (1) their performance was monitored regularly by the same market analysts who monitor the performance of 3M (investment peers) and they are considered major business-segment competitors used internally for performance comparisons, or (2) they met certain criteria based on similarity of their business, market capitalization (based on an eight-quarter rolling average), annual revenues, and/or Midwest corporate headquarters, and compete with 3M for capital or talent.

  89. Executive compensation peer group

    | 2024 Proxy Statement | 79 |

  90. Executive compensation peer group

    | (Dollars in millions) | | | | | Latest four quarters revenues(1) | | Trailing eight-quarter average market capitalization(1) | | | Johnson & Johnson | $85,159 | Johnson & Johnson | $420,567 | | The Procter & Gamble Company | $83,933 | The Procter & Gamble Company | $347,111 | | The Boeing Company | $77,794 | Abbott Laboratories | $185,212 | | General Electric Company | $67,954 | Danaher Corporation | $183,105 | | Caterpillar Inc. | $67,060 | Honeywell International Inc. | $128,897 | | Deere & Company | $60,755 | Caterpillar Inc. | $126,020 | | Abbott Laboratories | $40,109 | The Boeing Company | $114,780 | | Honeywell International Inc. | $36,662 | Deere & Company | $110,461 | | 3M Company | $32,681 | General Electric Company | $110,342 | | Medtronic plc | $32,320 | Medtronic plc | $109,864 | | Johnson Controls International plc | $26,819 | Eaton Corporation plc | $76,370 | | Danaher Corporation | $23,890 | Illinois Tool Works Inc. | $69,673 | | Eaton Corporation plc | $23,196 | 3M Company | $60,012 | | Kimberly-Clark Corporation | $20,431 | Emerson Electric Co. | $52,587 | | Parker-Hannifin Corporation | $19,826 | Parker-Hannifin Corporation | $46,404 | | Illinois Tool Works Inc. | $16,107 | Kimberly-Clark Corporation | $42,996 | | TE Connectivity Ltd. | $16,024 | TE Connectivity Ltd. | $40,080 | | Emerson Electric Co. | $15,909 | Johnson Controls International plc | $39,390 | | Corning Incorporated | $12,588 | DuPont de Nemours, Inc. | $31,189 | | DuPont de Nemours, Inc. | $12,068 | Corning Incorporated | $27,166 | | 75th Percentile | $63,908 | 75th Percentile | $127,458 | | Mean | $38,874 | Mean | $119,064 | | Median | $26,819 | Median | $109,864 | | 25th Percentile | $17,967 | 25th Percentile | $44,700 | | 3M Percentile Rank | 56% | 3M Percentile Rank | 36% |

  91. Executive compensation peer group

    (1)All data shown was obtained from Standard & Poor's Capital IQ. Revenues are stated in millions for the latest four quarters disclosed as of February 29, 2024. Market capitalizations are stated in millions as of February 29, 2024. The Committee, with assistance from its independent compensation consultant, periodically reviews the composition of the executive compensation peer group to determine whether any changes are appropriate. Following its review in August 2023, FW Cook recommended, and the Committee approved, the changes below to ensure that there is sufficient overlap between the 3M’s businesses and the businesses of the members of the peer group following completion of the spin-off of our Health Care business. These changes did not affect 2023 compensation decisions made by the Committee.

  92. Executive compensation peer group

    | Entities removed from the executive peer group | | Entities added to the executive peer group | | | | •Danaher Corporation •Medtronic plc | | •None |

  93. Executive compensation peer group

    The Company receives market surveys with pay data and information on the executive compensation practices at the companies in 3M’s executive compensation peer group from Aon plc. To provide relevant competitive market information for Mr. Hanson, the Committee used a separate executive compensation peer group of health care equipment, supplies, and technology companies (1) who were health care segment competitors used internally for relevant performance comparisons, and/or (2) of similar size to Solventum in terms of pro forma annual revenues. The companies in the peer group used were: Align Technology Inc., Baxter International Inc., Becton Dickinson & Co., Boston Scientific Corporation, Danaher Corporation, DENTSPLY Sirona Inc., Edwards Lifesciences Corporation, Hologic Inc., Intuitive Surgical Inc., IQVIA Holdings Inc., Medtronic plc, Resmed Inc., STERIS plc, Stryker Corporation, and Zimmer Biomet Holdings Inc.

  94. Executive compensation peer group

    | 80 | 3M Company |

  95. Survey peer group

    Survey peer group For 2023, there were approximately 400 comparator companies in the survey peer group. Although the number and identity of the companies varies from year to year and from survey to survey, each of the companies included in the survey peer group had annual revenue exceeding $10 billion. All companies in the survey peer group also participated in one or more executive compensation surveys that the Company obtained from three consulting firms: Aon plc, FW Cook, and Willis Towers Watson plc. Pay data for the survey peer group is statistically regressed (based on annual revenues) to recognize the different sizes of the comparator companies as compared to the size of 3M. The pay data for the survey peer group is then used to assess the reasonableness of the executive compensation peer group data received, helping to ensure that the Company’s compensation objectives are being met. The Committee does not review the identity of the companies in the survey peer group.

  96. How the Committee establishes target compensation levels

    How the Committee establishes target compensation levels The Committee considers pay data from the executive compensation peer group as one of several reference points it uses to inform its decisions about overall compensation opportunities and specific compensation elements. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the Peer Groups or the broader United States market. The Committee instead applies informed judgment in establishing targeted pay levels for the Named Executive Officers, considering pay data from the executive compensation peer group and other factors, such as: •the breadth and complexity of the executive’s duties and responsibilities; •the quality of the executive’s leadership; •the financial and operational performance of the business activities for which the executive is responsible; •the executive’s ability to successfully achieve assigned goals related to company culture; •the annual performance evaluation that our Chief Executive Officer, assisted by 3M’s Executive Vice President and Chief Human Resources Officer and other Company employees, completes for each Named Executive Officer (other than himself) and the annual performance evaluation that the Committee completes for our Chief Executive Officer; •the executive’s ability to successfully achieve assigned goals related to environmental, social, and governance matters, including sustainability goals; •the executive’s performance rating for the prior year; •experience and time in their current position (or other positions with comparable duties and responsibilities); and •internal pay equity. The Committee also uses information on the executive compensation practices at companies in the executive compensation peer group when considering design changes to the Company’s executive compensation program. Overall, the Company believes that use of this information from the Peer Groups enables the Committee to create better alignment between executive pay and performance and to help ensure that 3M can attract and retain high-performing executive leaders.

  97. Target total direct compensation mix for 2023

    Target total direct compensation mix for 2023 The illustrations below show how the 2023 target Total Direct Compensation of our CEO and other Named Executive Officers was apportioned among base salary, annual incentives, performance share awards, restricted stock units, and stock options. To provide a better representation of the intended mix of annual compensation provided to the Named Executive Officers, the percentages shown below do not take into consideration non-recurring special items such as one-time make-whole and inducement awards granted in connection with the commencement of employment or retention awards.

  98. Target total direct compensation mix for 2023

    Abbreviations: AIP = annual incentive pay; PSAs = performance share awards; RSUs = restricted stock units. * Amounts shown reflect the average apportionment for all Named Executive Officers other than Mr. Roman. Numbers may not add to 100 percent due to rounding.

  99. Annual incentive

    Annual incentive 3M provides its executives with an opportunity to earn annual incentive compensation under the 3M Annual Incentive Plan, which we refer to as the “AIP.” Participation in the AIP is intended to align a significant portion of participants’ Total Cash Compensation with the near-term performance of the Company and its business units. Each executive is assigned a target amount of annual incentive compensation as part of his or her target Total Cash Compensation, but the actual amount paid under the AIP depends on the performance of 3M and its relevant business units and the executive’s individual performance, in each case, measured against preestablished goals and objectives.

  100. Annual incentive

    | 82 | 3M Company |

  101. Annual incentive

    Basic calculation. For 2023, the amount each Named Executive Officer earned under the AIP was calculated using the formula shown below.

  102. Annual incentive

    | Total Weighted-Average Target AIP Payout ($) | Business Performance Multiplier (%) | Individual Performance Multiplier (%) | | ESG Modifier (if any) ($) | | Annual Incentive Payment ($) | | X | X | | ± | | = | | | Calculated amount that reflects mid-year changes in the participant’s target annual incentive compensation opportunity | Corporate and business unit results adjust annual incentive pay based on performance against preestablished goals | Payouts adjusted or left unchanged based on individual performance against preestablished goals and objectives, which can be both quantitative and qualitative | | Amounts earned may be adjusted by ±10 percent of the participant’s total weighted-average target AIP payout, based on the Committee’s assessment of 3M’s holistic performance against a set of preestablished, objective ESG metrics | | Final payment amount may range from 0 percent to 200 percent of an individual’s total weighted-average target AIP payout |

  103. Annual incentive

    Business performance factor. The business performance factor is determined based on the performance of 3M and, in some cases, the business unit(s) for which each Named Executive Officer had responsibility throughout the year against the goals established for the three metrics specified in the table below.

  104. Annual incentive

    | Performance metric | | Local currency sales vs. plan | Operating income vs. plan | Operating cash flow conversion vs. plan | | Weighting | | | | | | Business unit used to calculate business performance factor | Mr. Roman | 3M Worldwide | 3M Worldwide | 3M Worldwide | | | Mr. Patolawala | 3M Worldwide | 3M Worldwide | 3M Worldwide | | | Mr. Gibbons | 3M Worldwide | 3M Worldwide | 3M Worldwide | | | Mr. Hanson | Health Care | Health Care | 3M Worldwide | | | Mr. Rhodes | 3M Worldwide | 3M Worldwide | 3M Worldwide |

  105. Annual incentive

    Individual performance multiplier. The amount of annual incentive compensation paid to an eligible employee may be increased, decreased, or left unchanged depending on his or her performance during the year. When determining the individual performance multipliers to be used for the Named Executive Officers, the Committee considers the individual performance of the Named Executive Officers using the performance evaluations described under “How the Committee establishes target compensation levels” on page 81. ESG Modifier. Amounts earned by senior executives may be increased by 10 percent of target, decreased by 10 percent of target, or left unchanged based on the Committee’s determination of 3M’s holistic performance against a set of preestablished, objective ESG metrics (referred to as the “ESG Scorecard”). For 2023, the metrics included on the ESG Scorecard related to the Company’s carbon and water reduction commitments; operational improvements in the area of environment, health, and safety; progress on key social measures; and on-time completion of required ethics and compliance training.

  106. Annual incentive

    | 2024 Proxy Statement | 83 |

  107. Long-term incentives

    Long-term incentives 3M provides its executives with long-term incentives to motivate executives to drive long-term shareholder value creation and incentivize executives to remain with the Company. Each of the Company’s executives (other than our CEO) may ask 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 2023 annual long-term incentive awards was delivered in the form of performance shares. For the Company’s CEO, the Committee chose to deliver 50 percent of the target grant value of his 2023 annual long-term incentive awards in the form of performance shares and the remaining 50 percent in the form of stock options. The terms of the 2023 performance share awards, 2023 stock options, and 2023 restricted stock units are described in detail below. In limited circumstances, our Named Executive Officers also may receive other equity awards on an ad hoc basis as new hires or for recognition and retention, promotions, or other purposes. For additional information about a special performance-based RSU award granted to Mr. Patolawala in June 2023 and a special make-whole RSU award granted to Mr. Hanson in September 2023, see “2023 special long-term equity incentive awards” on page 94.

  108. 2023 performance share awards

    2023 performance share awards Performance shares awarded in 2023 will result in the issuance of actual shares of 3M common stock to our Named Executive Officers if the Company achieves certain financial goals over the years 2023, 2024, and 2025. The number of shares of 3M common stock that may be issued is linked to the Company’s performance as measured by the equally weighted criteria of Adjusted Earnings per Share Growth, Relative Organic Sales Growth, and Free Cash Flow Growth. These performance criteria were selected because they are aligned with our operating plan and the financial objectives communicated to shareholders, and the Committee believes that they are important drivers of long-term shareholder value. Attainment of these three independent performance criteria is measured separately for each calendar year during the three-year measurement period, with each year weighted as follows: 2023 — 50 percent; 2024 — 30 percent; and 2025 — 20 percent. However, the targets against which the Company’s performance is measured over the course of the three-year performance period are fixed at the time the grant is awarded, subject to subsequent adjustments only in limited circumstances (such as a stock split, spin-off, etc.). The actual number of shares of common stock that will be delivered at the end of the three-year performance period ending on December 31, 2025, may be anywhere from 0 percent to 200 percent of the target number of shares awarded, depending on the Company’s performance over such time period. However, an executive may forfeit all or a portion of such shares if he or she does not remain employed by the Company throughout the performance period. Each performance share award also includes cash-settled dividend equivalent rights that are payable only on the final number of shares earned. For awards tied to the achievement of performance goals over the years 2023, 2024, and 2025, the Committee approved the targets shown below, with the total number of shares actually delivered being the sum of the number of earned shares, based on our financial goal achievement. If the Company’s performance falls between any of the percentages listed below, the number of shares of 3M common stock earned will be determined by linear interpolation.

  109. 2023 performance share awards

    | 84 | 3M Company |

  110. 2023 performance share awards

    | 2023 Performance share award targets | | | 2023 Performance levels | 2024-2025 Performance levels | Payout level (% of target) | | Adjusted Earnings per Share Growth | | Threshold* | –6% | 2% | 6 2/3% | | | | Target | –4% – 0% | 5% | 33 1/3% | | | | Maximum | 1% | 8% | 66 2/3% | | Relative Organic Sales Growth | | Threshold* | –2.9% | –1.5% | 6 2/3% | | | | Target | –1.4% – 0% | 0% | 33 1/3% | | | | Maximum | 0.5% | 1.5% | 66 2/3% | | Free Cash Flow Growth | | Threshold* | –2% | 2% | 6 2/3% | | | | Target | 3% | 5% | 33 1/3% | | | | Maximum | 8% | 8% | 66 2/3% |

  111. 2023 performance share awards

    * No payout is provided for below threshold performance.

  112. 2023 performance share awards

    | Committee Consideration of 2023 Long-Term Performance Incentive Targets After considering the Company’s 2023 operating plan and its long-term strategic plan, the Committee, in consultation with its independent compensation consultant and following discussions with management of the Company, set the threshold, target, and maximum goals as shown above based on its expectations for each year, with certain goals being set higher for 2024 and 2025. •The targets reflect the Company’s decision to exit PFAS manufacturing and, for the 2023 fiscal year, performance will be adjusted to neutralize any impact (positive or negative) associated with respirator sales, the discontinuation of the Company’s business in Russia, and changes in foreign currency exchange rates, which the Committee believed would more accurately reflect the management team’s performance results. •The Committee also added a “flat spot” or a target range to the payout curves for the Relative Organic Sales Growth and Adjusted Earnings per Share Growth metrics in order to ensure that the final payout for each metric in any given year would not exceed target unless the Company achieves positive growth on such metric. •The Committee believes all of the goals were set consistent with, and aligned to, the Company’s strategic priorities, significant transformation initiatives, internal operational plan, business outlook, objective of increasing long-term shareholder value, and pay-for-performance philosophy. |

  113. 2023 performance share awards

    The above targets are not a prediction of how 3M will perform during the years 2023 through 2025 or any other period in the future. The sole purpose of these formulas, which were approved by the Committee at the time the awards were granted, is to establish a method for determining the number of shares of 3M common stock to be delivered for the performance share awards described above. 3M is not providing any guidance, nor updating any prior guidance, of its future performance with the disclosure of these formulas, and you are cautioned not to rely on these formulas as a prediction of 3M’s future performance.

  114. 2023 performance share awards

    | 2024 Proxy Statement | 85 |

  115. 2023 stock options

    2023 stock options Stock options granted to the Named Executive Officers in 2023 as part of their annual long-term incentive compensation have the following features: •an exercise price equal to the closing price of a share of 3M common stock on the NYSE for the date of grant; •a ratable three-year vesting schedule; and •a maximum term of 10 years.

  116. 2023 restricted stock units

    2023 restricted stock units Restricted stock unit awards granted to the Named Executive Officers in 2023 as part of their annual long-term incentive compensation have the following features: •a three-year “cliff” vesting schedule; and •cash-settled dividend equivalent rights that are payable only if the underlying shares are earned.

  117. Benefits and perquisites

    | 2024 changes to our annual incentive compensation program The Committee believes that the Company’s incentive compensation program should incorporate shareholder feedback where appropriate and be tied to key metrics and outcomes that are consistent with, and aligned to, the Company’s strategic priorities and its objective of increasing shareholder value over the long term. In consultation with its independent compensation consultant and following discussions with management of the Company, the Committee approved a change to the design of the annual incentive compensation program offered to the Company’s executives in 2024, as described below. | | | | 2023 design | 2024 design | Rationale for changes | | Metrics and Weightings* | | | | Local Currency Sales vs. Plan (weighted 50%) | Local Currency Sales vs. Plan (weighted 33 ⅓%) | •Maintain top-line measure | | Operating Income vs. Plan (weighted 30%) | Operating Income vs. Plan (weighted 33 ⅓%) | •Maintain bottom-line measure | | Operating Cash Flow Conversion vs. Plan (weighted 20%) | Operating Cash Flow vs. Plan (weighted 33 ⅓%) | •Enhance focus on cash flow, a key driver of value for 3M •Avoid timing mismatch between operating cash flow and net income that occurs with conversion metric | | Modifier* | | | | ESG Scorecard for Senior Executives (±10% of target) | Sustainability Scorecard for Senior Executives (±10% of target) | •Focus scorecard on measures most important to 3M’s success, including carbon and water reduction commitments; operational improvements in the area of environment, health, and safety; progress on key social measures; and on-time completion of required ethics and compliance training | | * 3M worldwide measures that apply to all executives are highlighted in gray. Performance measures that may apply either on a worldwide or business unit basis, depending on role, are highlighted in blue. | | |

  118. 2023 AIP attainments and payouts

    2023 AIP attainments and payouts During 2023, the Committee provided the Named Executive Officers with the opportunity to earn short-term incentive compensation under the AIP. Each Named Executive Officer’s target annual incentive for the year equaled the difference between his or her target Total Cash Compensation and annual base salary (weighted to reflect mid-year adjustments, if appropriate). Business performance factor. For purposes of measuring business performance against the targets and converting that performance into a business performance factor in accordance with the AIP, each Named Executive Officer was assigned an appropriate business unit for each metric (the entire Company, in some cases). The metrics, relevant business unit, goals, and attainments used to calculate the business performance factor for each Named Executive Officer are shown below. The targets established for the Local Currency Sales and Operating Income metrics reflected the Company’s portfolio management actions, including the Company’s decision to exit PFAS manufacturing, the divestiture of the Company’s Food Safety business, the deconsolidation of its Aearo subsidiary, the discontinuation of the Company’s business in Russia, and the anticipated spin-off of the Company’s Health Care business, and the post-COVID reduction in demand for disposable respirators. The targets were informed by our operational plan for the year and were intended to be challenging and maintain a similar level of rigor as those established for past years.

  119. Dollar amounts in millions

    | Performance metric | Business unit | Threshold ($) | Target ($) | Maximum ($) | Actual vs. target | Payout % | Weighting | Weighted payout % | | Local Currency Sales vs. Plan | 3M Worldwide | 31,514 | | | 98% | 81.3% | | 40.7% | | | | | | | | | | | | | | 29,527 | 32,095 | 34,663 | | | | | | Operating Income vs. Plan | 3M Worldwide | 6,374 | | | 104% | 126.7% | | 38.0% | | | | | | | | | | | | | | 5,198 | 6,115 | 7,032 | | | | | | Operating Cash Flow Conversion vs. Plan | 3M Worldwide | 145% | | | 104% | 126.7% | | 25.3% | | | | | | | | | | | | | | 119% | 140% | 161% | | | | | | Business Performance Factor | | | | | | | | 104.0% |

  120. Dollar amounts in millions

    | Performance metric | Business unit | Threshold ($) | Target ($) | Maximum ($) | Actual vs. target | Payout % | Weighting | Weighted payout % | | Local Currency Sales vs. Plan(1) | Health Care | 8,243 | | | 98% | 81.3% | | 40.7% | | | | | | | | | | | | | | 7,747 | 8,421 | 9,095 | | | | | | Operating Income vs. Plan(1) | Health Care | 1,605 | | | 93% | 65.0% | | 19.5% | | | | | | | | | | | | | | 1,471 | 1,730 | 1,990 | | | | | | Operating Cash Flow Conversion vs. Plan | 3M Worldwide | 145% | | | 104% | 126.7% | | 25.3% | | | | | | | | | | | | | | 119% | 140% | 161% | | | | | | Business Performance Factor | | | | | | | | 85.5% |

  121. Dollar amounts in millions

    * Results reflect certain adjustments that the Committee believed were appropriate to better reflect the Company’s 2023 performance. See Appendix A to this Proxy Statement for a reconciliation of 3M Worldwide Local Currency Sales, Operating Income and Operating Cash Flow Conversion used for compensation purposes to our results for the most directly comparable financial measures as reported under GAAP. (1)In light of the challenging goal-setting environment in 2023 given macroeconomic conditions and uncertainty in the markets in which we do business, the Committee set stretch targets for each business unit’s Local Currency Sales and Operating Income metrics that, in the aggregate, were above the targets for 3M Worldwide (such excess amounts over the 3M Worldwide targets, the “corporate allocation” for each metric). Portions of the corporate allocation were then applied to the business unit targets throughout the year as the 2023 market dynamics and their impacts on each business unit were better understood, so that the sum of the final business unit targets equaled the 3M Worldwide target set in early 2023 for each metric. The Health Care business unit goals in the table above include $104 million of corporate allocation to the preliminary Local Currency Sales target for the Health Care business unit and $287 million of corporate allocation to the preliminary Operating Income target for the Health Care business unit. Individual performance multiplier. The amount of annual incentive compensation paid to an eligible employee may be increased, decreased, or left unchanged depending on his or her performance during the year. The Committee determined the individual performance multiplier for each Named Executive Officer based upon each officer’s performance evaluation, as shown in the table under “Final 2023 AIP payouts” below. For a listing of selected individual 2023 performance highlights, see “Section V: 2023 compensation decisions and performance highlights” beginning on page 95. ESG Modifier. Amounts earned by the Company’s senior executives may be increased by 10 percent of target, decreased by 10 percent of target, or left unchanged based on the Committee’s assessment of 3M’s overall performance against a collection of pre-set objective ESG goals. For 2023, the ESG goals approved by the Committee related to the Company’s carbon and water commitments, operational improvements in the area of environment, health, and safety, progress on key social measures, and on-time completion of required ethics and compliance training for our global workforce. 3M successfully achieved most of its 2023 ESG goals. After reviewing the Company’s performance, the Committee decided not to increase or decrease the senior executives’ 2023 annual incentive payouts using the ESG modifier.

  122. Dollar amounts in millions

    | | (a) | (b) | (c) | (d) | (e) = (a) × (b) × (c) + (d) | | Named Executive Officer | Total weighted- average target AIP payout* ($) | Business performance factor | Individual performance multiplier** | ESG modifier ($) | Approved 2023 AIP payout ($) | | Michael F. Roman | 2,562,952 | 104.0% | 100% | — | 2,665,470 | | Monish Patolawala | 1,485,901 | 104.0% | 100% | — | 1,545,337 | | Peter D. Gibbons | 832,500 | 104.0% | 120% | — | 1,038,960 | | Bryan C. Hanson | 676,755 | 85.5% | 100% | — | 578,558 | | Kevin H. Rhodes | 785,508 | 104.0% | 100% | — | 816,928 |

  123. 2023 annual long-term incentive awards

    2023 annual long-term incentive awards After considering the most recent compensation data available from companies in the Peer Groups and 2022 individual performance, the Committee approved (and in the case of Mr. Roman, the independent members of the Board of Directors ratified) the 2023 annual target grant values for the Named Executive Officers’ long-term incentive compensation awards.

  124. 2023 annual long-term incentive awards

    | Name | Target grant value of 2023 annual performance share awards ($) | Target grant value of 2023 annual stock option awards ($) | Target grant value of 2023 annual RSU awards ($) | Aggregate target grant value of all 2023 annual awards ($) | | Michael F. Roman | 6,000,000 | 6,000,000 | — | 12,000,000 | | Monish Patolawala | 2,931,500 | 1,465,750 | 1,465,750 | 5,863,000* | | Peter D. Gibbons | 1,570,000 | — | 1,570,000 | 3,140,000 | | Bryan C. Hanson (joined 3M eff. September 1, 2023) | — | — | — | —** | | Kevin H. Rhodes | 1,904,500 | — | 1,904,500 | 3,809,000 |

  125. 2023 annual long-term incentive awards

    * Excludes the target grant value of a special award granted to Mr. Patolawala. For additional information, see “2023 special long-term equity incentive awards” on page 94. ** Excludes the target grant value of a special one-time make-whole award granted to Mr. Hanson in connection with his commencement of employment. For additional information, see “2023 special long-term equity incentive awards” on page 94. Each of the Company’s executives (other than its CEO) 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 was delivered in the form of performance shares. For the Company’s CEO, the 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.

  126. 2023 annual long-term incentive awards

    | 90 | 3M Company |

  127. Status of outstanding performance share awards

    Status of outstanding performance share awards The Company’s annual award cycle and three-year performance periods result in an overlap of awards. For example, the performance goals for 2023 performance share awards relate to the years 2023, 2024, and 2025. Similarly, the performance goals for 2022 performance share awards relate to the years 2022, 2023, and 2024, and so on, as shown below. Performance against the goals established for each award are measured separately for each calendar year during the measurement period, with each year weighted as shown below in parenthesis. The Committee believes this structure reduces motivation to maximize performance in any one period by providing the highest-level rewards only by building sustainable long-term results.

  128. Status of outstanding performance share awards

    | Award | 2021 | 2022 | 2023 | 2024 | 2025 | | 2021 PSA | Year 1 (50%) | Year 2 (30%) | Year 3 (20%) | | | | 2022 PSA | | Year 1 (50%) | Year 2 (30%) | Year 3 (20%) | | | 2023 PSA | | | Year 1 (50%) | Year 2 (30%) | Year 3 (20%) |

  129. Status of outstanding performance share awards

    The Committee periodically reviews the Company’s performance against the goals established for each performance share award throughout the duration of its measurement period. The tables below summarize the status of the different performance share awards held by the Named Executive Officers as of December 31, 2023.

  130. 2023 PSA (2023-2025 measurement period)

    | | | | | Three-year performance period – actual performance level achieved(1) | | | | Performance measures and weighting | Performance levels | | | 2023 (Year 1; weighted at 50%) | 2024 (Year 2; weighted at 30%) | 2025 (Year 3; weighted at 20%) | | | Threshold | Target | Maximum | | | | | Adjusted Earnings per Share Growth (33 1/3%)(2) | 2023: -6.0% 2024/25: 2.0% | 2023: -4.0 - 0.0% 2024/25: 5.0% | 2023: 1:0% 2024/25: 8.0% | -0.4% | | | | Relative Organic Sales Growth (33 1/3%)(3) | 2023: -2.9% 2024/25: -1.5% | 2023: -1.4 - 0.0% 2024/25: 0.0% | 2023: 0.5% 2024/25: 1.5% | -2.8% | | | | Free Cash Flow Growth (33 1/3%) | 2023: -2.0% 2024/25: 2.0% | 2023: 3.0% 2024/25: 5.0% | 2023: 8.0% 2024/25: 8.0% | 30.3% | | |

  131. 2023 PSA (2023-2025 measurement period)

    | | | | | Three-year performance period – actual performance level achieved(1) | | | | Performance measures and weighting | Performance levels | | | 2022 (Year 1; weighted at 50%) | 2023 (Year 2; weighted at 30%) | 2024 (Year 3; weighted at 20%) | | | Threshold | Target | Maximum | | | | | Adjusted Earnings per Share Growth (33 1/3%)(2) | 2022: 1:0% 2023/24: 3.0% | 2022: 4:0% 2023/24: 6.0% | 2022: 7:0% 2023/24: 9.0% | -0.2% | -6.5% | | | Relative Organic Sales Growth (33 1/3%)(3) | -1.5% | 0.0% | 1.5% | -1.7% | -4.7% | | | Free Cash Flow Growth (33 1/3%) | 2022: -7:0% 2023/24: 3.0% | 2022: -4:0% 2023/24: 6.0% | 2022: -1:0% 2023/24: 9.0% | -21.5% | 30.3% | |

  132. Performance share accruals based on 2023 performance

    Performance share accruals based on 2023 performance The table below shows the number of shares of 3M common stock that were accrued for the outstanding performance share awards held by each Named Executive Officer (other than Mr. Hanson) based on the Company’s performance during 2023. As Mr. Hanson joined the Company on September 1, 2023, he did not receive any performance share awards based on the Company’s performance during 2023.

  133. Performance share accruals based on 2023 performance

    | Name | Performance share award | Target number of performance shares | Fraction of each target performance share accrued based on 2023 performance | Total number of shares accrued based on 2023 performance(1) | Market value of shares accrued based on 2023 performance(2)($) | | Michael F. Roman | 2023 PSA | 54,442 | 0.542 | 29,508 | 3,225,767 | | | 2022 PSA | 37,997 | 0.200 | 7,603 | 831,174 | | | 2021 PSA | 29,761 | 0.102 | 3,048 | 333,200 | | | | | | Total | 4,390,141 | | Monish Patolawala | 2023 PSA | 26,600 | 0.542 | 14,417 | 1,576,088 | | | 2022 PSA | 19,310 | 0.200 | 3,864 | 422,405 | | | 2021 PSA | 12,160 | 0.102 | 1,245 | 136,124 | | | | | | Total | 2,134,617 | | Peter D. Gibbons(3) | 2023 PSA | 14,246 | 0.542 | 7,721 | 844,096 | | | 2022 PSA | 10,432 | 0.200 | 2,087 | 228,156 | | | | | | Total | 1,072,252 | | Kevin H. Rhodes | 2023 PSA | 17,282 | 0.542 | 9,366 | 1,023,865 | | | 2022 PSA | 9,328 | 0.200 | 1,866 | 204,020 | | | 2021 PSA | 852 | 0.102 | 88 | 9,627 | | | | | | Total | 1,237,512 |

  134. Performance share accruals based on 2023 performance

    (1)The amounts in this column reflect the number of shares accrued based on, among other things, Worldwide IPI for the 2023 calendar year, as reported by S&P Global Market Intelligence on January 15, 2024. The final number of shares accrued may vary in the event of changes in Worldwide IPI reported by S&P Global Market Intelligence. Due to rounding, the numbers shown in this column may not equal the result obtained by multiplying the Target Number of Performance Shares by the Shares Accrued Per Target Performance Share Based on 2023 performance. (2)Represents the closing price of a share of 3M common stock on the NYSE for December 29, 2023 ($109.32), multiplied by the total number of shares accrued (before rounding) based on the Company’s 2023 performance. Amounts shown do not include the value of the cash-settled divided equivalents that will be paid based on the final number of shares earned. (3)Mr. Gibbons joined the Company and was appointed its Group President, Enterprise Operations, effective November 29, 2021. Although shares of 3M common stock are accrued annually for each outstanding performance share award, an executive may forfeit all or a portion of the shares otherwise issuable pursuant to his or her award if he or she does not remain employed by the Company throughout the entire three-year performance period. For additional information concerning the manner in which the compensation of the Named Executive Officers is determined and the role of the Compensation and Talent Committee and its advisors, see “Section II: How we determine executive compensation — Roles and responsibilities” on page 78.

  135. Performance share accruals based on 2023 performance

    | 2024 Proxy Statement | 93 |

  136. 2023 special long-term equity incentive awards

    2023 special long-term equity incentive awards Although the Committee typically does not grant off-cycle equity awards, it may do so to attract, retain, and motivate talented leaders in extraordinary circumstances. Special performance-based RSU award for Mr. Patolawala. Mr. Patolawala, who was named President and Chief Financial Officer of the Company, effective September 1, 2023, has played, continues to play, and is expected to continue playing a key role in the design, implementation, and oversight of multiple projects that are vital to the successful transformation of the Company, including the separation of the Health Care business; the creation of a future roadmap for 3M, aligned to strong end-markets where 3M wins; and the expansion of 3M’s Global Service Center. Mr. Patolawala also plays a pivotal role in the Company’s ongoing efforts to deliver financial results that meet investor expectations through tight operating rigor and a strong cash position. The Committee believes that retaining Mr. Patolawala’s leadership is essential at this time given his expertise in critical areas of need for the Company, the role he plays within the cohesive executive leadership team, including his new role as President of 3M, and his significant contributions to the Company’s transformation efforts, all of which requires above and beyond effort and commitment, in addition to his day-to-day duties and responsibilities as Chief Financial Officer. Recognizing the pivotal role and contributions of Mr. Patolawala’s near-term efforts to the Company’s long-term success, the Committee approved a special performance-based RSU award for Mr. Patolawala, effective June 1, 2023, with a target grant value of $2.5 million (referred to as the “Performance-based RSU Award”). In alignment with the Company’s pay-for-performance philosophy, the award is exclusively performance-based and is eligible to vest on June 30, 2024, but only if four critical strategic initiatives related to 3M’s transformation are achieved. If any one of the four performance goals is not achieved, no portion of the award will vest, underscoring the rigor of the incentive opportunity. The performance conditions were carefully calibrated by the Committee with input from its independent compensation consultant to incentivize delivery of exceptional strategic and operational results during a pivotal period for the Company’s future. Vesting is also subject to continued employment, except for limited circumstances in accordance with Company standard provisions (e.g. vesting upon termination due to death, disability, a qualifying termination following a change in control, or in the event of a termination by the Company other than due to misconduct, provided in such case that all of the performance goals are still timely achieved).

  137. 2023 special long-term equity incentive awards

    | Realignment of Global Services Center and Strategic Planning | Provide satisfactory change leadership for the Global Service Center and Strategic Planning teams and ensure the successful transition and integration of such teams into their new functional alignment | | Transformation Roadmap and Execution | Develop a transformation plan for the Global Service Centers and deliver satisfactory progress against the plan of record established for such transformation efforts | | 2023 Strategic Plan | Successfully complete the 2023 strategic planning cycle | | Solventum Spin-off | Execute against key performance milestones related to the Health Care business spin-off |

  138. 2023 special long-term equity incentive awards

    Considering the critical role Mr. Patolawala plays in the future success of the Company, and upon review of his total compensation package, the Committee determined that the award was reasonable, appropriate, and in the best interests of the Company. The Committee strongly believes that the Company and its shareholders will benefit from Mr. Patolawala’s continued leadership, including in his new role as President. Special make-whole RSU award for Mr. Hanson Upon Mr. Hanson’s commencement of employment with 3M, he entered into an agreement that protects 3M’s confidential information and includes non-competition and non-solicitation covenants. In consideration for such agreement and in connection with his appointment, Mr. Hanson received a make-whole RSU award with a target grant value of $13,000,000, vesting in equal installments on each of the first three anniversaries of the grant date. The make-whole RSU award was intended to partially offset the value of certain unvested equity awards that Mr. Hanson forfeited when he left his prior employer to join 3M. The Committee believes the make-whole RSU award and overall compensation package offered to Mr. Hanson were necessary to incentivize Mr. Hanson to leave his former position to accept the job offer with 3M and appropriate in light of his unique qualifications and proven executive track record of successfully leading, growing and transforming global medical device businesses. For additional information regarding Mr. Hanson’s initial compensation package, see “Section V: 2023 compensation decisions and performance highlights — Bryan C. Hanson — Compensation Decisions” on page 98.

  139. 2023 special long-term equity incentive awards

    | 94 | 3M Company |

  140. Section V: 2023 compensation decisions and performance highlights

    | Michael F. Roman Chairman of the Board and Chief Executive Officer | | Selected 2023 performance highlights •Took decisive action to simplify the Company, initiating restructuring to streamline and optimize the organization, which drove strong benefits in 2023 and continues into 2024, improving adjusted operating margins used for compensation purposes to 20.3 percent.* •Drove portfolio optimization and positioned 3M for future growth by streamlining go-to-market structures, investing in attractive markets (such as automotive electrification, climate technology, and industrial automation), and executing on geographic prioritization. •Continued strong operational execution throughout 2023 with a focus on working capital improvement, advancing supply chain performance to improve service, driving inventory levels down, and delivering productivity and improved yields. Through this focus, delivered Free Cash Flow Conversion used for compensation purposes of 123 percent alongside strong underlying financial returns.* •Continued to advance and execute the planned Health Care spin-off, including building a strong leadership team, which remains on track to be completed April 1, 2024. •Deepened 3M’s commitment to reducing risk and uncertainty, advancing the execution towards the 2025 PFAS manufacturing exit, and discontinuation of PFAS use across 3M’s product portfolio, and making substantial progress towards Public Water Systems and Combat Arms Earplug settlements. •Continued driving progress towards the bold, public goals established to achieve carbon neutrality, reduce water use, and improve water quality. •Advanced 3M’s leadership and impact in the communities we serve, including delivering on-pace against the $50M investment commitment made in 2020 to address racial opportunity gaps, delivering over 1.2 million learning experiences for underrepresented individuals, providing over 40,000 work hours in skill-based services, and increasing diverse supplier spending in 2023. •Continued developing 3M’s senior leadership team, including the appointment of a new EVP and Chief Public Affairs Officer, and several internal promotions. Continued to deliver leadership development experiences and retention and recognition programs, retaining and advancing talent in a competitive talent market. * See Appendix A to this Proxy Statement for a reconciliation of adjusted operating margins and Free Cash Flow Conversion used for compensation purposes to our results for the most directly comparable financial measures as reported under GAAP. | | Compensation decisions In February 2023, the Committee approved, and the independent members of the Board ratified, the following compensation actions with respect to Mr. Roman: •a 3.7 percent increase, effective April 1, 2023, to target Total Cash Compensation (from $3,918,750 to $4,063,744), which included a base salary increase (from $1,425,000 to $1,477,725); and •the issuance of long-term incentive awards with an aggregate target grant value of $12 million, which was split equally between performance shares and stock options. The increase to Mr. Roman’s target Total Cash Compensation was intended to progress his compensation closer to the market median. In February 2024, the Committee approved, and the independent members of the Board ratified, a 2023 AIP payout for Mr. Roman in the amount of $2,665,470, which represented 104.0 percent of his target. See “Section IV: Incentive compensation attainments and awards — 2023 AIP attainments and payouts” beginning on page 88 for more information. |

  141. Section V: 2023 compensation decisions and performance highlights

    | Monish Patolawala President and Chief Financial Officer | | Selected 2023 performance highlights •Advanced portfolio optimization, through leadership of the carve out and operational execution of the planned Health Care spin-off and driving restructuring execution rigor including geographic portfolio execution. •Continued to drive improvements in operating rigor and deliver sustainable returns from the 3M model resulting in expanded margins and strong cash generation. Championed working capital council, delivering strong Free Cash Flow Conversion, and reducing risk and uncertainty through litigation settlements and investments in cybersecurity. •Advanced organic capital allocation to prioritize investments in higher growth priorities, infrastructure, and environmental, health and safety. •Expanded role with new leadership responsibilities for strategy, global service centers and country governance, while still advancing transformation and agility through daily management, predictive visualization and tighter root cause analysis. •Active participation with and mentoring of diverse talent, including as executive sponsor of our 3M Asian employee affinity group. Continued visible leadership as a strong and frequent communicator inside and outside of 3M. | | Compensation decisions In February 2023, the Committee approved the following compensation actions with respect to Mr. Patolawala in recognition of his exceptional performance in 2022: •a 5.9 percent increase, effective April 1, 2023, to target Total Cash Compensation (from $2,378,354 to $2,519,308), which included a base salary increase (from $1,106,211 to $1,171,771); and •the issuance of long-term incentive awards with an aggregate target grant value of $5,863,000, which was split 50 percent performance shares, 25 percent restricted stock units, and 25 percent stock options. In light of the significant contributions expected of Mr. Patolawala (including leadership of 3M’s Global Service Center expansion, oversight of critical aspects of the anticipated spin-off of the Company’s Health Care business, and 3M’s transformation) and to encourage the retention of Mr. Patolawala’s unique skillset during a critical time for 3M, the Committee approved the following additional compensation actions with respect to Mr. Patolawala in May 2023: •a 20.0 percent increase, effective June 1, 2023, to target Total Cash Compensation (from $2,519,308 to $3,023,170), which included a base salary increase (from $1,171,771 to $1,406,125); and •the issuance of a performance-based retention award with a target grant value of $2,500,000, which will vest in June 2024 upon the achievement of four rigorous qualitative performance objectives. See “2023 special long-term equity incentive awards” beginning on page 94 for more information. Following the Committee’s actions in May 2023, Mr. Patolawala’s target Total Cash Compensation and target total direct compensation exceeded market median. The Committee determined these levels to be appropriate given Mr. Patolawala’s skills and contributions and the role he plays within the cohesive executive leadership team. In February 2024, the Committee approved a 2023 AIP payout for Mr. Patolawala in the amount of $1,545,337, which represented 104.0 percent of his target. See “Section IV: Incentive compensation attainments and awards — 2023 AIP attainments and payouts” beginning on page 88 for more information. |

  142. Section V: 2023 compensation decisions and performance highlights

    | Peter D. Gibbons Group President, Enterprise Supply Chain | | Selected 2023 performance highlights •Navigated new supply chain demands with agility, driving restructuring aligned to a new Supply Chain organization model designed to deliver efficiency and cost improvement, with lower overhead. •Drove substantial reduction in backlog and improved service to our customers, while reducing $550M inventory, lowering our spending in logistics and sourcing, and improving manufacturing performance. •Identified and prioritized actions in safety performance, including focused safety campaigns, leadership training and expectation reinforcement, establishing incident reduction goals, and focused root cause efforts in key plants. •Actively delivered on portfolio optimization actions, including portfolio value chain analysis, support for the planned spin-off of the Health Care business, and progressing the PFAS manufacturing exit. •Integrated five key new senior vice presidents and realigned the organization to be focused on transformation and outcomes. Advanced hiring and internal promotions at all levels consistent with key priorities. Actively coached and mentored across 3M leadership, including executive sponsorship of the 3M Pride enterprise resource network. | | Compensation decisions In February 2023, the Committee approved the following compensation actions with respect to Mr. Gibbons: •a 3.7 percent increase, effective April 1, 2023, to target Total Cash Compensation (from $1,620,000 to $1,680,000), which included a base salary increase (from $810,000 to $840,000); and •the issuance of long-term incentive awards with an aggregate target grant value of $3,140,000, which was split equally between performance shares and restricted stock units. The increase to Mr. Gibbons’ target Total Cash Compensation was intended to progress his compensation closer to the market median. In February 2024, the Committee approved a 2023 AIP payout for Mr. Gibbons in the amount of $1,038,960, which represented 124.8 percent of his target. See “Section IV: Incentive compensation attainments and awards — 2023 AIP attainments and payouts” beginning on page 88 for more information. |

  143. Section V: 2023 compensation decisions and performance highlights

    | Bryan C. Hanson Group President and Chief Executive Officer, Health Care | | Selected 2023 performance highlights •Joined 3M in September 2023 as Group President and Chief Executive Officer, Health Care and onboarded in preparation for leading the planned independent health care company when it is spun off. •Assembled a strong leadership team with deep functional expertise, experience in the health care and med tech industries, and relevant experience in spin-offs and other transactions. •Guided Health Care’s business and operational performance through the final quarter, continuing to drive organic growth, operational efficiencies, and geographic prioritization. | | Compensation decisions On September 1, 2023, 3M appointed Mr. Hanson as Group President and Chief Executive Officer of the Health Care business and, upon the completion of the spin-off of the Health Care business, as Chief Executive Officer of Solventum. Mr. Hanson’s initial target Total Cash Compensation was set at $3,375,000 consisting of an annual base salary of $1,350,000 and a target annual incentive compensation opportunity of $2,025,000. Upon Mr. Hanson’s commencement of employment with 3M, he entered into an agreement that protects 3M’s confidential information and includes non-competition and non-solicitation covenants. In consideration for such agreement and in connection with his appointment, Mr. Hanson received (a) a hiring bonus of $2,700,000, subject to repayment if his employment is terminated for any reason prior to September 1, 2025; (b) a make-whole cash award in the amount of $13,000,000, 50 percent of which vested on September 1, 2023 and the remaining 50 percent of which will vest on the first anniversary thereof, subject to his continued employment; and (c) a make-whole RSU award with a target grant value of $13,000,000, vesting in equal installments on each of the first three anniversaries of the grant date. Mr. Hanson is also eligible to receive following the spin-off, (x) a Solventum inducement performance share award with a target grant date value of $16,000,000 that will be subject to goals to be established by the compensation committee or the board of directors of Solventum, and (y) as his “annual” long-term incentive compensation in 2024, a RSU award and a Solventum performance share award, each with a target grant date value of $6,500,000. The sign-on awards were intended to incentivize Mr. Hanson to leave his former position to join 3M, offset the value of certain unvested equity awards and annual cash incentive that Mr. Hanson forfeited when he left his former employer to join 3M, and incentivize the successful launch of the Heath Care business unit as a standalone world-class public company. In determining the sign-on package and its structure, the Committee considered Mr. Hanson’s unique qualifications and proven executive track record of successfully leading, growing and transforming global medical device businesses and evaluated the value and structure of incentive opportunities Mr. Hanson was forfeiting at his former employer, which included portions of performance-based equity awards covering three separate performance cycles as well as portions of four annual options grants, in addition to an annual cash incentive. With the assistance of its compensation consultant, the Committee estimated that Mr. Hanson was forfeiting approximately $28 million in total incentive value that he otherwise would have earned at his prior employer. The Committee believes the sign-on cash and RSU awards and overall compensation package offered to Mr. Hanson were necessary to secure his commitment to, and leadership of, the Health Care business at this pivotal time of the Company’s strategic transformation. If Mr. Hanson’s employment is terminated without misconduct or for good reason, then, subject to his execution and nonrevocation of a release of claims: (a) any unvested portion of the make-whole RSU award will vest; (b) any unpaid portion of the make-whole cash award will be paid; and (c) if the basis for Mr. Hanson’s termination of employment is the Company’s breach of its covenant to appoint him, prior to January 1, 2024, as Chief Executive Officer of an independent, publicly traded company established to hold 3M’s Health Care business, Mr. Hanson also will be entitled to (i) continued payment of his annual base salary and annual incentive plan payments for 24 months following such termination in accordance with the 3M Executive Severance Plan, and (ii) a $16,000,000 lump sum cash payment (in lieu of the inducement performance share award that otherwise would be granted following the spin-off). In February 2024, the Committee approved a 2023 AIP payout for Mr. Hanson in the amount of $578,558, which represented 85.5 percent of his prorated target. See “Section IV: Incentive compensation attainments and awards — 2023 AIP attainments and payouts” beginning on page 88 for more information. |

  144. Section V: 2023 compensation decisions and performance highlights

    | Kevin H. Rhodes Executive Vice President and Chief Legal Affairs Officer | | Selected 2023 performance highlights •Led in-house and external legal efforts in support and implementation of settlement agreements related to US Public Water Systems PFAS matters and Combat Arms Earplugs litigation. •Drove actions to reduce risk and uncertainty through reduced exposure to litigation and regulatory risks, aligning and driving priorities with teams focused on litigation, information, digital and data privacy, in compliance with emerging regulations globally, and in the management of ethics and compliance matters and investigations. •Led Legal Affairs’ strategies in support of the Health Care spin-off, including design of legal agreements, governance documents, filings, and other workstreams involved in creation of two public companies. •Provided legal support to the Board of Directors in connection with significant corporate actions, including settlement agreements, exit of PFAS manufacturing, the spin-off of the Health Care business, and other matters. •Delivered on spending commitments within the Legal Affairs department. •Provided visible senior leadership on compliance and ethical business conduct issues, and on legal settlements. Continued to actively mentor and coach, including advancing external leadership in organizations promoting diversity in the legal profession and internally as executive sponsor of 3M Black Leadership Advancement Coalition. | | Compensation decisions In February 2023, the Committee approved the following compensation actions with respect to Mr. Rhodes in recognition of his exceptional performance in 2022: •a 7.1 percent increase, effective April 1, 2023, to target Total Cash Compensation (from $1,575,000 to $1,686,060), which included a base salary increase (from $828,947 to $887,400); and •the issuance of long-term incentive awards with an aggregate target grant value of $3,809,000, which was split equally between performance shares and restricted stock units. The increase to Mr. Rhodes’s target Total Cash Compensation was intended to progress his compensation closer to the market median. In February 2024, the Committee approved a 2023 AIP payout for Mr. Rhodes in the amount of $816,928, which represented 104.0 percent of his target. See “Section IV: Incentive compensation attainments and awards — 2023 AIP attainments and payouts” beginning on page 88 for more information. |

  145. Severance benefits

    Severance benefits The 3M Executive Severance Plan provides separation payments and benefits to certain U.S. executives, including the Named Executive Officers, in the event of a qualifying termination of their employment. Among other things, the plan is intended to support talent recruitment and retention objectives (especially at times when there are uncertainties around restructurings and reductions in force) and to provide a consistent approach to executive departures. Additional information concerning the benefits made available under the Severance Plan and the circumstances under which benefits will be made available can be found under “Potential payments upon termination or change in control” beginning on page 115.

  146. Severance benefits

    | 2024 Proxy Statement | 101 |

  147. Clawback policy and other remedial actions

    Other remedial actions. Whether or not an executive’s actions trigger a potential clawback, 3M also may take other remedial actions to appropriately address employee conduct that is considered detrimental to the Company. Depending on the circumstances, such other actions may include, without limitation, reducing the executive’s duties and responsibilities, limiting the progression of the executive’s career with 3M, reducing the executive’s base salary or target Total Cash Compensation, reducing the target grant value of the executive’s future long-term incentive compensation awards, causing the forfeiture of the executive’s outstanding long-term incentive awards, or terminating the executive’s employment with 3M.

  148. 2023 summary compensation table

    2023 summary compensation table The following table shows the compensation earned or received during 2023, 2022, and 2021 by each of 3M’s named executive officers (as determined pursuant to the Securities and Exchange Commission’s disclosure requirements for executive compensation in Item 402 of Regulation S-K).

  149. 2023 summary compensation table

    | Name and principal position | Year | Salary ($) | Bonus ($)(1) | Stock awards ($)(2) | Option awards ($)(3) | Non-equity incentive plan compensation ($)(4) | Change in pension value and nonqualified deferred compensation earnings ($)(5) | All other compensation ($)(6) | Total ($) | | Michael F. Roman | 2023 | 1,464,544 | — | 6,000,053 | 5,999,289 | 2,665,470 | — | 295,210 | 16,424,566 | | Chairman of the Board and Chief Executive Officer | 2022 | 1,406,250 | — | 5,500,066 | 5,500,883 | 1,327,676 | — | 296,512 | 14,031,387 | | | 2021 | 1,337,487 | — | 5,250,138 | 5,250,960 | 3,131,774 | 2,978,538 | 251,687 | 18,200,584 | | Monish Patolawala(7) | 2023 | 1,292,088 | — | 4,397,395 | 1,465,587 | 1,545,337 | — | 254,530 | 8,954,937 | | President and Chief Financial Officer | 2022 | 1,100,469 | — | 4,192,661 | 1,397,729 | 793,011 | — | 171,641 | 7,655,511 | | | 2021 | 934,096 | — | 5,717,782 | 1,072,700 | 1,514,739 | — | 211,589 | 9,450,906 | | Peter D. Gibbons(8)(9) | 2023 | 832,500 | — | 3,140,136 | — | 1,038,960 | — | 173,477 | 5,185,073 | | Group President, Enterprise Supply Chain | 2022 | 803,702 | — | 3,020,120 | — | 417,734 | — | 122,621 | 4,364,177 | | Bryan C. Hanson(9)(10) | 2023 | 450,000 | 9,200,000 | 13,556,340 | — | 578,558 | — | 111,333 | 23,896,231 | | Group President and Chief Executive Officer, Health Care | | | | | | | | | | | Kevin H. Rhodes(9) | 2023 | 872,787 | — | 3,809,184 | — | 816,928 | 1,121,163 | 87,951 | 6,708,013 | | Executive Vice President and Chief Legal Affairs Officer | | | | | | | | | |

  150. 2023 summary compensation table

    FOOTNOTES TO 2023 SUMMARY COMPENSATION TABLE (1)The amount in the Bonus column reflects the hiring bonus and fifty percent of the cash make-whole award negotiated in connection with Mr. Hanson’s commencement of employment with the Company. (2)The amounts in the Stock Awards column reflect the aggregate grant date fair value of such awards computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. Assumptions made in the calculation of these amounts are included in Note 20 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2024. The amounts included in this column for the performance share awards made during 2023 are calculated based on the probable satisfaction of the performance conditions for such awards, determined as of the grant date. If the highest level of performance is achieved for the most recent performance share awards, the maximum value of the awards at the grant date would be as follows: Mr. Roman — $12,000,106; Mr. Patolawala — $5,863,172; Mr. Gibbons — $3,140,103; and Mr. Rhodes — $3,809,298. (3)The amounts in the Option Awards column reflect the aggregate grant date fair value of such awards computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. Assumptions made in the calculation of these amounts are included in Note 20 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2024. (4)The amounts in the Non-Equity Incentive Plan Compensation column reflect the annual incentive compensation earned by each individual during the year specified pursuant to the Company’s Annual Incentive Plan. (5)The amounts in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column reflect the actuarial increase in the present value (if any) of each individual’s pension benefits under all defined benefit pension plans of the Company, determined using the same interest rate and mortality assumptions as those used for financial statement reporting purposes. See Note 14 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the Company’s

  151. 2023 summary compensation table

    | 2024 Proxy Statement | 105 |

  152. 2023 summary compensation table

    Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2024. Consistent with the reporting requirements of the Securities and Exchange Commission, the change in Mr. Roman’s pension value reported for 2023 is shown as zero because the actuarial change in the present value of his pension benefits, calculated as described in the preceding sentence, decreased by $320,105. There were no above-market or preferential earnings on deferred compensation under the Company’s nonqualified deferred compensation programs. (6)See the All Other Compensation table below for details of the amounts reported for 2023. For eligible employees hired on or after January 1, 2009, the amounts reported in the All Other Compensation column for each fiscal year include 3M retirement income contributions with respect to the portion (if any) of each Named Executive Officer’s annual incentive payment earned for the year shown, even though the matching contribution was not actually made until after the end of such year. In our 2023 Proxy Statement, such Company retirement income contributions were reflected in the All Other Compensation column for the year in which the contribution was made. As a result, the amounts reported in the All Other Compensation column for Mr. Patolawala for the years 2021 and 2022, and Mr. Gibbons for the year 2022, differ from the corresponding amounts reported in this Proxy Statement. (7)As discussed in “2023 special long-term equity incentive awards — Special performance-based RSU award for Mr. Patolawala,” Mr. Patolawala also received a special performance-based RSU grant in June 2023 with a target value of $2.5 million that will vest on June 30, 2024, based upon achievement of certain qualitative performance criteria. Under ASC Topic 718, due to the subjective nature of the performance vesting criteria, the special award is generally not considered “granted” for financial reporting purposes until the applicable performance year and therefore no value is reported in the table above for the special award in 2023. The Company will report the grant date fair value for Mr. Patolawala’s special award in the Stock Awards column of the Summary Compensation Table in future years as and when such grant date fair value is determined in accordance with ASC Topic 718. (8)Mr. Gibbons joined the Company and was appointed Group President, Enterprise Operations, effective November 29, 2021. (9)No amounts are reported for Mr. Gibbons for the year 2021, or Mr. Hanson or Mr. Rhodes for the years 2021 and 2022, since each first became a Named Executive Officer after those years. (10)Mr. Hanson joined the Company and was appointed Group President and Chief Executive Officer, Health Care, effective September 1, 2023.

  153. Grants of plan-based awards

    Grants of plan-based awards The following table reflects the various equity and non-equity plan awards granted to the Named Executive Officers during 2023. Except for the annual incentive compensation earned by such Named Executive Officers under the Annual Incentive Plan, all of the equity incentive plan awards referred to in this table were granted under the 2016 Long-Term Incentive Plan.

  154. 2023 grants of plan-based awards table

    2023 grants of plan-based awards table

  155. 2023 grants of plan-based awards table

    | | | | Estimated future payouts under non-equity incentive plan awards(2) | | | Estimated future payouts under equity incentive plan awards(3) | | | All other stock awards: number of shares of stock or units (#)(4) | All other option awards: number of securities underlying options (#)(5) | Exercise or base price of option awards ($/Sh)(6) | Grant date fair value of stock and option awards ($)(7) | | Name/ Award type(1) | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Michael F. Roman | | | | | | | | | | | | | | PSA | 03/01/23 | 02/06/23 | | | | 10,888 | 54,442 | 108,884 | | | | 6,000,053 | | Stock option | 02/07/23 | 02/06/23 | | | | | | | | 269,995 | 116.90 | 5,999,289 | | AIP | n/a | n/a | 128,148 | 2,562,952 | 5,125,903 | | | | | | | — | | Monish Patolawala(8) | | | | | | | | | | | | | | PSA | 03/01/23 | 02/06/23 | | | | 5,320 | 26,600 | 53,200 | | | | 2,931,586 | | Stock option | 02/07/23 | 02/06/23 | | | | | | | | 65,958 | 116.90 | 1,465,587 | | RSU | 02/07/23 | 02/06/23 | | | | | | | 12,539 | | | 1,465,809 | | AIP | n/a | n/a | 74,295 | 1,485,901 | 2,971,802 | | | | | | | — | | Peter D. Gibbons | | | | | | | | | | | | | | PSA | 03/01/23 | 02/06/23 | | | | 2,849 | 14,246 | 28,492 | | | | 1,570,052 | | RSU | 02/07/23 | 02/06/23 | | | | | | | 13,431 | | | 1,570,084 | | AIP | n/a | n/a | 41,625 | 832,500 | 1,665,000 | | | | | | | — | | Bryan C. Hanson | | | | | | | | | | | | | | Special RSU(9) | 09/01/23 | 08/09/23 | | | | | | | 126,754 | | | 13,556,340 | | AIP | n/a | n/a | 33,838 | 676,755 | 1,353,510 | | | | | | | — | | Kevin H. Rhodes | | | | | | | | | | | | | | PSA | 03/01/23 | 02/06/23 | | | | 3,456 | 17,282 | 34,564 | | | | 1,904,649 | | RSU | 02/07/23 | 02/06/23 | | | | | | | 16,292 | | | 1,904,535 | | AIP | n/a | n/a | 39,275 | 785,508 | 1,571,016 | | | | | | | — |

  156. 2023 grants of plan-based awards table

    FOOTNOTES TO 2023 GRANTS OF PLAN-BASED AWARDS TABLE (1)Abbreviations: PSA = performance share award; RSU = restricted stock unit award; AIP = annual incentive pay. (2)The amounts shown under “Estimated future payouts under non-equity incentive plan awards” reflect the threshold, target, and maximum amounts that may be earned by each individual during 2023 under the Annual Incentive Plan assuming continued employment through the end of the year. For more information, see “Annual incentive” beginning on page 82. (3)The amounts shown under “Estimated future payouts under equity incentive plan awards” with respect to performance share awards reflect the threshold, target, and maximum number of shares of 3M common stock that may be earned by each individual pursuant to their 2023 performance share awards. The actual number of shares of 3M common stock to be delivered as a result of these performance shares will be determined by the performance of the Company during the three-year performance period of 2023, 2024, and 2025, as measured against three performance criteria selected by the Compensation and Talent Committee

  157. 2023 grants of plan-based awards table

    | 2024 Proxy Statement | 107 |

  158. 2023 grants of plan-based awards table

    (Relative Organic Sales Growth, Adjusted Earnings per Share Growth, and Free Cash Flow Growth). For more information on the performance criteria and formulas used to determine the final number of shares of 3M common stock payable pursuant to these performance shares, see “2023 performance share awards” beginning on page 84. (4)The amounts shown in this column reflect the number of shares of 3M common stock subject to restricted stock unit awards granted to each individual during 2023. The restricted stock unit awards granted on February 7, 2023, were part of the Company’s annual equity grants made to approximately 5,700 employees, and they will vest in full on the third anniversary of the grant date. (5)The amounts shown under “All other option awards” reflect the number of shares of 3M common stock subject to nonqualified stock options granted to each individual during 2023. The options granted on February 7, 2023, were part of the Company’s annual equity grants made to approximately 5,700 employees, and they vest in installments of one-third on each of the first three anniversaries of the grant date. (6)The exercise price for all stock options granted to the Named Executive Officers is set at the closing price at which 3M common stock traded on the NYSE on the option grant date. (7)The amounts shown under “Grant date fair value of stock and option awards” were determined in accordance with ASC Topic 718, excluding the effect of estimated forfeitures, and, in the case of performance share awards, are based upon the probable outcome of the applicable performance conditions at the time of grant. Assumptions made in the calculation of these amounts are included in Note 20 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2024. (8)As discussed in footnote 7 to the Summary Compensation Table, the awards listed for Mr. Patolawala exclude his special performance-based RSUs because a grant date was not established for such award under ASC Topic 718. For additional information, see “2023 special long-term equity incentive awards — Special performance-based RSU award for Mr. Patolawala” on page 94. (9)These restricted stock units will vest in installments of one-third on September 1, 2024, September 1, 2025, and September 1, 2026, or immediately in the event Mr. Hanson resigns from employment for good reason or the Company terminates his employment for any reason other than misconduct. For additional information see “2023 special long-term equity incentive awards — Special make-whole RSU award for Mr. Hanson” on page 94.

  159. 2023 outstanding equity awards at fiscal year-end table

    2023 outstanding equity awards at fiscal year-end table

  160. 2023 outstanding equity awards at fiscal year-end table

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Michael F. Roman | | | | | | | 37,997(11) | 4,551,661 | | | | | | | | | 108,884(12) | 12,393,177 | | | 25,867 | | 126.72 | 02/03/24 | | | | | | | 39,846 | | 165.94 | 02/02/25 | | | | | | | 48,206 | | 147.87 | 02/01/26 | | | | | | | 52,249 | | 175.76 | 02/06/27 | | | | | | | 56,750 | | 233.63 | 02/05/28 | | | | | | | 36,284 | | 195.52 | 07/01/28 | | | | | | | 146,240 | | 201.12 | 02/04/29 | | | | | | | 231,768 | | 157.24 | 02/03/30 | | | | | | | 138,201 | 69,101(2) | 175.02 | 02/01/31 | | | | | | | 72,361 | 144,722(3) | 162.41 | 02/07/32 | | | | | | | — | 269,995(4) | 116.90 | 02/06/33 | | | | |

  161. 2023 outstanding equity awards at fiscal year-end table

    | 108 | 3M Company |

  162. 2023 outstanding equity awards at fiscal year-end table

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Monish Patolawala | | | | | | | 19,310(11) | 2,313,145 | | | | | | | | | 53,200(12) | 6,055,224 | | | | | | | | | 26,517(13) | 2,978,389 | | | 36,027 | | 155.43 | 06/30/30 | | | | | | | 28,232 | 14,117(2) | 175.02 | 02/01/31 | | | | | | | 18,386 | 36,773(3) | 162.41 | 02/07/32 | | | | | | | — | 65,958(4) | 116.90 | 02/06/33 | | | | | | | | | | | 6,524(5) | 849,033 | | | | | | | | | 6,128(6) | 770,412 | | | | | | | | | 13,922(7) | 1,709,065 | | | | | | | | | 8,605(8) | 1,043,614 | | | | | | | | | 12,539(9) | 1,445,997 | | | | Peter D. Gibbons | | | | | | | 10,432(11) | 1,249,649 | | | | | | | | | 28,492(12) | 3,242,959 | | | | | | | 9,298(8) | 1,127,661 | | | | | | | | | 13,431(9) | 1,548,863 | | | | Bryan C. Hanson | | | | | 126,754(10) | 14,046,878 | | | | Kevin H. Rhodes | | | | | | | 9,328(11) | 1,117,401 | | | | | | | | | 34,564(12) | 3,934,074 | | | | | | | 414(6) | 52,048 | | | | | 6,270 | | 126.72 | 02/03/24 | | | | | | | 6,028 | | 165.94 | 02/02/25 | | | | | | | 7,019 | | 147.87 | 02/01/26 | | | | | | | 6,749 | | 175.76 | 02/06/27 | | | | | | | 5,721 | | 233.63 | 02/05/28 | | | | | | | 4,783 | | 201.12 | 02/04/29 | | | | | | | 3,790 | | 157.24 | 02/03/30 | | | | | | | 1,974 | 988(2) | 175.02 | 02/01/31 | | | | | | | | | | | 8,040(8) | 975,091 | | | | | | | | | 15,757(9) | 1,817,097 | | |

  163. 2023 outstanding equity awards at fiscal year-end table

    FOOTNOTES TO 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE (1)The amounts shown in this column represent (a) the number of unearned restricted stock units or performance shares shown, as applicable, multiplied by (b) the sum of (i) the closing price of a share of 3M common stock on the NYSE for December 29, 2023 ($109.32) and (ii) the aggregate amount of cash-settled dividend equivalents accrued through December 31, 2023, on each restricted stock unit or performance share, as applicable. (2)These stock options vested in full on February 2, 2024. (3)These stock options vested or will vest in installments of one-half on each of February 8, 2024, and February 8, 2025. (4)These stock options vested or will vest in installments of one-third on each of February 7, 2024, February 7, 2025, and February 7, 2026. (5)These restricted stock units will vest in full on July 1, 2025, or immediately in the event of Mr. Patolawala’s termination of employment by the Company for reasons other than misconduct or his resignation for good reason.

  164. 2023 outstanding equity awards at fiscal year-end table

    | 2024 Proxy Statement | 109 |

  165. 2023 outstanding equity awards at fiscal year-end table

    (7)These restricted stock units will vest in full on November 1, 2024. (9)These restricted stock units will vest in full on February 7, 2026. (10)These restricted stock units will vest in installments of one-third on each of September 1, 2024, September 1, 2025, and September 1, 2026, or immediately in the event of Mr. Hanson’s employment is terminated without misconduct or for good reason. (11)The shares of 3M common stock to be delivered as a result of the Company’s performance over the three-year performance period ending December 31, 2024, will not vest until December 31, 2024. Under the terms of the awards, these shares of 3M common stock will be delivered no later than March 15, 2025, unless deferred by the executive. In accordance with the Securities and Exchange Commission’s regulations, the number of shares and payout value for these performance shares reflect the target payout under the formula for this grant since the Company’s performance during the first two years of the three-year performance period exceeded the threshold levels for this grant. (12)The shares of 3M common stock to be delivered as a result of the Company’s performance over the three-year performance period ending December 31, 2025, will not vest until December 31, 2025. Under the terms of the awards, these shares of 3M common stock will be delivered no later than March 15, 2026, unless deferred by the executive. In accordance with the Securities and Exchange Commission’s regulations, the number of shares and payout value for these performance shares reflect the maximum payout under the formula for this grant since the Company’s performance during the first year of the three-year performance period exceeded the target level for this grant. (13)Reflects all of the performance-based RSUs for which a grant date was not established under ASC Topic 718. The RSUs are eligible to vest in full on June 30, 2024, subject to continued employment, and provided that the Committee certifies that Mr. Patolawala has successfully delivered all four performance conditions related to 3M’s transformation and the spin-off of the Health Care business. The performance-based RSUs also vest upon termination due to death, disability, a qualifying termination of employment following a change in control, or in the event of Mr. Patolawala’s termination of employment by the Company for reasons other than misconduct, provided in such case that all of the performance goals are still timely achieved. For additional information, see “2023 special long-term equity incentive awards — Special performance-based RSU award for Mr. Patolawala” on page 94.

  166. 2023 outstanding equity awards at fiscal year-end table

    | 110 | 3M Company |

  167. 2023 option exercises and stock vested table

    2023 option exercises and stock vested table

  168. 2023 option exercises and stock vested table

    | | Option exercises and stock vested | | | | | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Michael F. Roman | — | — | 24,954(2) | 2,748,963 | | Monish Patolawala | — | — | 16,209(3) | 1,832,202 | | Peter D. Gibbons | — | — | 3,222(4) | 360,252 | | Bryan C. Hanson | — | — | — | — | | Kevin H. Rhodes | — | — | 1,418(5) | 148,461 |

  169. 2023 option exercises and stock vested table

    FOOTNOTES TO 2023 OPTION EXERCISES AND STOCK VESTED TABLE (1)The amounts shown in this column represent (a) the number of shares acquired on vesting, multiplied by (b) the sum of (i) the closing price of a share of 3M common stock on the NYSE for the vesting date and (ii) the aggregate amount of cash-settled dividend equivalents payable on each share issuable pursuant to the restricted stock units or performance shares that were earned. (2)Reflects the number of shares earned by Mr. Roman upon the vesting of performance shares granted to him under the 2016 Long-Term Incentive Plan. All 24,954 of these shares were attributable to his 2021 performance shares for which the three-year performance period ended on December 31, 2023. Mr. Roman previously elected to defer receipt of all of the shares issuable pursuant to his 2021 performance shares until following his termination of employment. (3)Reflects the number of shares earned by Mr. Patolawala upon the vesting of restricted stock units and performance shares granted to him under the 2016 Long-Term Incentive Plan. Of this total number of shares, 6,013 were attributable to restricted stock units granted on July 1, 2020, and 10,196 were attributable to his 2021 performance shares for which the three-year performance period ended on December 31, 2023. (4)Reflects the number of shares earned by Mr. Gibbons upon the vesting of restricted stock units granted to him on December 1, 2021, under the 2016 Long-Term Incentive Plan. (5)Reflects the number of shares earned by Mr. Rhodes upon the vesting of restricted stock units and performance shares granted to him under the 2016 Long-Term Incentive Plan. Of this total number of shares, 168 were attributable to restricted stock units granted on February 4, 2020, 535 were attributable to restricted stock units granted on February 7, 2023, and 715 were attributable to his 2021 performance shares for which the three-year performance period was completed on December 31, 2023. Mr. Rhodes previously elected to defer receipt of 50 percent of the shares issuable pursuant to his 2021 performance shares until following his termination of employment.

  170. 2023 option exercises and stock vested table

    | 2024 Proxy Statement | 111 |

  171. Pension benefits

    Pension benefits The following table shows the present value of the accumulated benefits payable to each of the Named Executive Officers, as well as the number of years of service credited to each individual, under each of the Company’s defined benefit pension plans determined using the same interest rate and mortality assumptions as those used for financial statement reporting purposes. See Note 14 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2024.

  172. 2023 pension benefits table

    2023 pension benefits table

  173. 2023 pension benefits table

    | Name | Plan name | Number of years credited service (#) | Present value of accumulated benefits ($) | Payments during last fiscal year ($) | | Michael F. Roman | Employee retirement income plan | 35 | 1,906,433 | — | | | Nonqualified pension plan | 35 | 23,583,985 | — | | Monish Patolawala | None | — | — | — | | Peter D. Gibbons | None | — | — | — | | Bryan C. Hanson | None | — | — | — | | Kevin H. Rhodes | Employee retirement income plan | 22 | 1,075,762 | — | | | Nonqualified pension plan | 22 | 2,871,075 | — |

  174. 2023 pension benefits table

    The Employee Retirement Income Plan (ERIP) is a tax-qualified defined benefit pension plan maintained by 3M for its eligible employees in the United States. Effective January 1, 2001, the Company amended the ERIP to include a pension equity formula for (1) employees hired or rehired on or after January 1, 2001, and (2) employees who voluntarily elected the pension equity formula during the one-time choice election period in 2001. The ERIP was closed to new participants effective January 1, 2009, meaning that employees hired or rehired on or after January 1, 2009 (including Mr. Patolawala, Mr. Gibbons, and Mr. Hanson), do not participate in the plan. Of the Named Executive Officers, Mr. Roman participates under the non-pension equity formula of the ERIP (referred to as the Portfolio I Plan), while Mr. Rhodes participates under the pension equity formula of the ERIP (referred to as the Portfolio II Plan). Retirement benefits under the ERIP are based on an employee’s years of service and average annual earnings during the employee’s four highest-paid consecutive years of service. As applied to the Named Executive Officers, earnings for purposes of the ERIP include base salary and target annual incentive compensation. All benefits earned under the ERIP by the Named Executive Officers will be payable in the form of life annuities, unless an individual elects at the time their employment ends to receive the entire amount of his or her earned pension benefits in the form of a single lump-sum cash payment. Under the Portfolio I Plan, employees earn annual benefits payable at retirement generally equal to 1.15 percent of their high-four average annual earnings multiplied by their years of service plus 0.35 percent of their high-four average annual earnings in excess of a Social Security breakpoint multiplied by their years of service (up to a maximum of 35 years). The Social Security breakpoint is an average of the Social Security taxable wage bases for each of the 35 years ending with the year each employee qualifies to receive unreduced Social Security retirement benefits. Under the Portfolio I Plan, an employee may retire with an unreduced pension at age 60 (61 or 62 for employees born after 1942 and 1959, respectively). If the employee’s age and service at the time of retirement total at least 90 (91 or 92 for employees born after 1942 and 1959, respectively) the employee also would receive a Social Security bridge payment until age 62. Mr. Roman is eligible to retire with unreduced retirement benefits.

  175. 2023 pension benefits table

    | 112 | 3M Company |

  176. 2023 pension benefits table

    Under the Portfolio II Plan, employees earn pension credits (from 3 percent to 12 percent) for each year of employment based on their age and accumulated years of service under the plan. Once their employment ends, these accumulated pension credits are multiplied by their high-four average annual earnings and added to an amount determined by multiplying one-half of these accumulated pension credits by their high-four average annual earnings in excess of a Social Security integration level (70 percent of the Social Security taxable wage base in the year employment ends). The sum of these two amounts is then converted into an annuity payable over the lifetime of the employee using fixed conversion factors. The Portfolio II Plan does not provide any subsidies for early retirement. As a tax-qualified plan, the ERIP is subject to a variety of limits that apply to both the amount of any employee’s earnings that may be considered when determining the benefits earned under the plan as well as the maximum amount of benefits that any employee may earn. The Nonqualified Pension Plan is designed to provide additional benefits to employees, including the Named Executive Officers, affected by these limits. The amount of benefits earned under this Nonqualified Pension Plan generally equals the amount of benefits an employee was not able to earn under the ERIP as a result of the limits imposed by Federal tax laws. The benefits earned under this Nonqualified Pension Plan generally are paid in the form of a single lump-sum cash payment following the termination of their employment (subject to any applicable delay under Federal tax laws). Each of the Named Executive Officers who participates in the Nonqualified Pension Plan was given a one-time opportunity during 2008 to elect to receive their benefits earned under such plan in the form of a life annuity following their retirement, and none of them elected to receive their benefits in the form of a life annuity. As of December 31, 2028, benefit accruals for non-union employees under the Company’s U.S. defined benefit pension plans, including the ERIP and the Nonqualified Pension Plans, will cease.

  177. Nonqualified deferred compensation

    Nonqualified deferred compensation The following table reflects the participation during 2023 by the Named Executive Officers in three nonqualified deferred compensation plans offered by the Company. The Deferred Compensation Excess Plan allows eligible employees to defer for a number of years or until retirement from the Company the receipt of a portion of their base salary and annual incentive compensation. The Performance Awards Deferred Compensation Plan allows eligible employees to defer for a number of years or until retirement from the Company the payout of their performance share awards under the 2016 Long-Term Incentive Plan. The VIP Excess Plan allows eligible employees to defer until retirement from the Company the receipt of a portion of their base salary and annual incentive compensation. All three plans generally allow the eligible employees to elect to receive payment of their account balances in the form of either a single lump sum payment or in up to ten annual installments. With the exception of deferrals of performance shares under the Performance Awards Deferred Compensation Plan, earnings are credited to the amounts deferred under all three plans based on the returns paid on the investment funds available to participants in 3M’s qualified 401(k) plan or a fixed rate of return based on corporate bond yields (as selected by each participant). Earnings are credited to the deferrals of performance shares under the Performance Awards Deferred Compensation Plan based on the return on shares of 3M common stock, including reinvested dividends.

  178. Nonqualified deferred compensation

    | 2024 Proxy Statement | 113 |

  179. 2023 nonqualified deferred compensation table

    2023 nonqualified deferred compensation table

  180. 2023 nonqualified deferred compensation table

    | Name | Executive contributions in last FY ($)(1) | Registrant contributions in last FY ($)(2) | Aggregate earnings in last FY ($)(3) | Aggregate withdrawals/ distributions ($) | Aggregate balance at Last FYE ($)(4) | | Michael F. Roman | | | | | | | VIP excess plan | 132,768 | 29,873 | 116,499 | — | 2,747,895 | | Deferred compensation excess plan | — | — | 11,452 | — | 254,601 | | Performance awards deferred compensation plan | 3,991,124 | — | (322,889) | — | 12,166,170 | | Monish Patolawala | | | | | | | VIP excess plan | 123,457 | 140,408 | 110,009 | — | 810,972 | | Deferred compensation excess plan | — | — | — | — | — | | Performance awards deferred compensation plan | — | — | — | — | — | | Peter D. Gibbons | | | | | | | VIP excess plan | 65,016 | 73,619 | 25,560 | — | 251,296 | | Deferred compensation excess plan | 56,848 | — | 8,160 | — | 79,972 | | Performance awards deferred compensation plan | — | — | — | — | — | | Bryan C. Hanson | | | | | | | VIP excess plan | — | 3,600 | 10 | — | 3,610 | | Deferred compensation excess plan | — | — | — | — | — | | Performance awards deferred compensation plan | — | — | — | — | — | | Kevin H. Rhodes | | | | | | | VIP excess plan | 105,900 | 29,165 | 34,397 | — | 831,523 | | Deferred compensation excess plan | — | — | 2,223 | — | 49,416 | | Performance awards deferred compensation plan | 64,017 | — | (5,853) | — | 214,388 |

  181. 2023 nonqualified deferred compensation table

    FOOTNOTES TO 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE (1)With the exception of the amounts contributed by Mr. Roman and Mr. Rhodes from the payout of their performance share awards for the 2020-2022 performance period, all amounts contributed by these individuals during 2023 have been included in the Summary Compensation Table as Salary, Stock Awards, or Non-Equity Incentive Plan Compensation earned in 2021, 2022, or 2023. The Summary Compensation Table does not reflect any portion of the contributions from the payout of Mr. Roman's and Mr. Rhodes's performance share awards for the 2020-2022 performance period because those awards were granted prior to the earliest year covered by the Summary Compensation Table. (2)The amounts shown reflect 3M contributions under the VIP Excess Plan, a nonqualified defined contribution plan. Eligibility for this plan and the Company contributions is limited to employees whose compensation exceeds a limit established by Federal income tax laws for tax-qualified defined contribution plans. The plan permits eligible employees to save additional amounts from their current cash compensation beyond the contribution limits established by Federal tax laws, and to receive Company contributions similar to the Company contributions provided under the tax-qualified 3M Voluntary Investment Plan and Employee Stock Ownership Plan. With the exception of 3M contributions to Mr. Rhodes’s VIP Excess Plan account in respect of his 2022 annual incentive payment (paid in 2023), all amounts contributed by the Company on behalf of these individuals during 2023 are included in the “All Other Compensation” column of the Summary Compensation Table. The Summary Compensation Table does not reflect any portion of the 3M contributions made to Mr. Rhodes’s VIP Excess Plan account in respect of his 2022 annual incentive payment because that amount was earned prior to the first year he became a Named Executive Officer.

  182. 2023 nonqualified deferred compensation table

    | 114 | 3M Company |

  183. 2023 nonqualified deferred compensation table

    (3)None of these amounts are included in the Summary Compensation Table as compensation earned in 2023, since none of the Company’s nonqualified deferred compensation plans provide above-market or preferential earnings. (4)Includes the following amounts reported as compensation for 2021 and 2022 in the Summary Compensation Table: Mr. Roman — $817,906; Mr. Patolawala — $529,829; Mr. Gibbons — $139,050; Mr. Hanson — $0; and Mr. Rhodes — $0. Due to errors in the data received from the Company's third-party administrator, certain of the 2022 contributions and earnings under the VIP Excess Plan and Deferred Compensation Excess Plan were underreported in our 2023 Proxy Statement. The aggregate amounts underreported in 2022 were as follows: VIP Excess Plan (Mr. Roman — $13,714; Mr. Patolawala — $12,214; and Mr. Gibbons — $4,768) and Deferred Compensation Excess Plan (Mr. Roman — $12; and Mr. Gibbons — $962). The amounts reported in this column have been adjusted, as necessary, to reflect the correct balance as of December 31, 2023.

  184. Potential payments upon termination or change in control

    Potential payments upon termination or change in control As reflected in the Compensation Discussion and Analysis portion of this Proxy Statement, 3M has no fixed-term employment agreements with any of the Named Executive Officers nor does it have any change in control plans or arrangements that would provide benefits to any of the Named Executive Officers solely in the event of a change in control of the Company. We also do not have any agreements that would provide automatic “single-trigger” accelerated vesting of equity compensation or excise tax gross-up payments to any of our Named Executive Officers in the event of a change in control of the Company. 3M does maintain a severance plan that provides separation benefits to eligible U.S. employees (including the Named Executive Officers) who incur a qualifying termination. In addition, certain of the Company’s executive compensation and benefit plans provide all participants (including the Named Executive Officers) with certain rights or the right to receive payments in the event of the termination of their employment or upon a change in control of the Company. The terms applicable to these potential rights or payments in various situations are described below. Payments or benefits under other plans and arrangements that generally are provided on a non-discriminatory basis to all similarly situated employees of the Company upon the termination of their employment are not described, including: •accrued base salary; •annual incentive earned with respect to completed performance periods; •retiree welfare benefits provided to substantially all of the Company’s U.S. employees, including retiree medical benefits; •distribution of vested account balances under the Company’s qualified 401(k) plan; •accrued pension benefits under the Company’s defined benefit pension plans payable following an employee’s retirement or other termination of employment (the amounts of these benefits earned by the Named Executive Officers are reported in the 2023 Pension Benefits Table); •life insurance benefits generally available to all salaried employees; and •distribution of account balances under the Company’s nonqualified deferred compensation plans (the account balances of the Named Executive Officers are reported in the 2023 Nonqualified Deferred Compensation Table).

  185. Rights and payments upon retirement

    Rights and payments upon retirement Following retirement (as described below), the Named Executive Officers are entitled to receive: •continued vesting of stock options previously granted under the Company’s stock plans, and the opportunity to exercise vested stock options previously granted under such plans during the remainder of the original term (up to 10 years) of such options; •an annual incentive plan payment for the year of retirement, prorated based on the number of days worked prior to the date of separation; •for those Named Executive Officers initially appointed to a 3M executive position before January 1, 2006, or after December 31, 2017, payment for all previously granted performance shares upon completion of the respective three-year performance period (prorated to reflect the portion of the year worked only with respect to the performance shares granted in the year of retirement) and based on actual performance; and

  186. Rights and payments upon retirement

    | 2024 Proxy Statement | 115 |

  187. Rights and payments upon retirement

    •for those Named Executive Officers initially appointed to a 3M executive position on or after January 1, 2006, and on or before December 31, 2017, payment for all previously granted performance shares upon completion of the respective three-year performance period (prorated to reflect the portion of the three-year performance period completed prior to the date of the Named Executive Officer’s retirement) and based on actual performance. For this purpose, the term “Retirement” means a termination of employment with the Company after attaining age 55 with at least 10 years of service (age 55 with at least five years of service for stock options granted before January 1, 2016).

  188. Rights and payments upon termination due to death

    Rights and payments upon termination due to death In the event of the termination of their employment due to death, the Named Executive Officers are entitled to receive: •immediate vesting of all unvested stock options and restricted stock units previously granted under the Company’s stock plans, and the opportunity for the Named Executive Officer’s estate or beneficiaries to exercise all vested stock options during the two-year period following the date of death (but not beyond the original expiration date of any such stock option); •payment to the Named Executive Officer’s estate or beneficiaries, no later than March 15 of the year following the year in which the Named Executive Officer died, for all previously granted performance shares (in the same amount as paid for the performance shares granted to other Named Executive Officers if the date of death occurs after the end of the three-year performance period for such shares, and at the lesser of the target value or such other amount as determined by the Committee in its discretion if the date of death occurs before the end of the three-year performance period for such shares); and •payment to the Named Executive Officer’s beneficiaries of the proceeds from the life insurance policies provided for such Named Executive Officer pursuant to the Company’s Executive Life Insurance Plan.

  189. Rights and payments upon termination due to disability

    Rights and payments upon termination due to disability In the event of the termination of their employment due to disability, the Named Executive Officers are entitled to receive: •continued vesting of stock options previously granted under the Company’s stock plans, and the opportunity to exercise vested stock options previously granted under such plans during the remainder of the original term (up to 10 years) of such options; •immediate vesting of all restricted stock units previously granted under the Company’s stock plans; and •payment for all previously granted performance shares upon completion of the respective three-year performance period, based on actual performance.

  190. Rights and payments upon termination for any other reason

    Rights and payments upon termination for any other reason In the event of the termination of a Named Executive Officer’s employment for any reason that does not fit into one of the categories described above: •the Named Executive Officers will have the opportunity to exercise vested stock options granted under the Company’s stock plans within the first 90 days following the termination date (but not beyond the original expiration date of any such stock option), at which time any remaining vested stock options will be forfeited; and •all unvested stock options, restricted stock units, and performance shares granted to the Named Executive Officers will be forfeited immediately. The amounts payable to or on behalf of each of the Named Executive Officers in each of the above situations (other than amounts relating to payments or benefits generally provided on a non-discriminatory basis to all similarly situated employees) is reflected in the table below, assuming that each individual’s employment had terminated and/or a change in control of the Company had occurred on December 31, 2023. As of December 31, 2023, Mr. Roman and Mr. Rhodes were eligible to retire (as that term is defined for purposes of 3M’s stock plans).

  191. 2023 potential payments upon termination or change in control table

    2023 potential payments upon termination or change in control table

  192. 2023 potential payments upon termination or change in control table

    | All amounts in U.S. dollars | | Termination of employment due to ... | | | | | | Name | | Death | Disability | Qualifying termination not in connection with a change in control | Qualifying termination in connection with a change in control(1) | Retirement/ other reason | | Michael F. Roman | | | | | | | | | Cash severance | — | — | 8,127,488 | 8,127,488 | — | | | Outstanding PSAs(2) | 10,748,249 | — | — | 1,073,469 | — | | | Unvested RSUs(3) | — | — | — | — | — | | | Unvested options(4) | — | — | — | — | — | | | Life insurance proceeds(5) | 3,000,000 | — | — | — | — | | | Outplacement services | — | — | 3,500 | 3,500 | — | | | Total | 13,748,249 | — | 8,130,988 | 9,204,457 | — | | Monish Patolawala | | | | | | | | | Cash severance | — | — | 4,534,754 | 4,534,754 | — | | | Outstanding PSAs(2) | 5,340,757 | — | 1,668,429 | 528,855 | — | | | Unvested RSUs(3) | 8,805,581 | 8,805,581 | 867,517 | 8,805,581 | — | | | Unvested options(4) | — | — | — | | — | | | Life insurance proceeds(5) | 3,000,000 | — | — | — | — | | | Outplacement services | — | — | 3,500 | 3,500 | — | | | Total | 17,146,338 | 8,805,581 | 7,074,200 | 13,872,690 | — | | Peter D. Gibbons | | | | | | | | | Cash severance | — | — | 2,520,000 | 2,520,000 | — | | | Outstanding PSAs(2) | 2,871,129 | — | 896,434 | 283,755 | — | | | Unvested RSUs(3) | 2,676,524 | 2,676,524 | 375,850 | 2,676,524 | — | | | Unvested options(4) | — | — | — | — | — | | | Life insurance proceeds(5) | 3,000,000 | — | — | — | — | | | 401(k) Plan vesting | — | — | 17,944 | 17,944 | — | | | Outplacement services | — | — | 3,500 | 3,500 | — | | | Total | 8,547,653 | 2,676,524 | 3,813,727 | 5,501,722 | — |

  193. 2023 potential payments upon termination or change in control table

    | 2024 Proxy Statement | 119 |

  194. 2023 potential payments upon termination or change in control table

    | All amounts in U.S. dollars | | Termination of employment due to ... | | | | | | Name | | Death | Disability | Qualifying termination not in connection with a change in control | Qualifying termination in connection with a change in control(1) | Retirement/ other reason | | Bryan C. Hanson | | | | | | | | | Cash severance(6) | — | — | 11,562,500 | 11,562,500 | — | | | Outstanding PSAs(2) | — | — | — | — | — | | | Unvested RSUs(3) | 14,046,878 | 14,046,878 | 14,046,878 | 14,046,878 | — | | | Unvested options(4) | — | — | — | — | — | | | Life insurance proceeds(5) | — | — | — | — | — | | | 401(k) Plan vesting | — | — | 22,767 | 22,767 | — | | | Outplacement services | — | — | 3,500 | 3,500 | — | | | Total | 14,046,878 | 14,046,878 | 25,635,645 | 25,635,645 | — | | Kevin H. Rhodes | | | | | | | | | Cash severance | — | — | 2,529,090 | 2,529,090 | — | | | Outstanding PSAs(2) | 3,084,438 | — | — | 324,724 | — | | | Unvested RSUs(3) | 2,844,849 | 2,844,849 | — | 2,844,849 | — | | | Unvested options(4) | — | — | — | — | — | | | Life insurance proceeds(5) | 3,000,000 | — | — | — | — | | | Outplacement services | — | — | 3,500 | 3,500 | — | | | Total | 8,929,287 | 2,844,849 | 2,532,590 | 5,702,163 | — |

  195. 2023 potential payments upon termination or change in control table

    FOOTNOTES TO 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE (1)Pursuant to the terms of the Severance Plan, certain payments and benefits may be subject to reduction if they otherwise would cause the recipient to incur an excise tax imposed under section 4999 of the Internal Revenue Code and the reduction would place the participant in a better after-tax position than if the participant received such payments and benefits. The amounts set forth in this column do not reflect the effect of any such reduction. (2)Amounts shown reflect the value of performance share awards (PSAs) under the 2016 Long-Term Incentive Plan for which the three-year performance period has not been completed (adjusted to reflect the closing price of a share of 3M common stock on the NYSE for December 29, 2023 ($109.32), and which would be paid upon the occurrence of the respective triggering events in accordance with the terms of the awards. (3)Amounts shown reflect the value of the shares underlying the unvested 3M restricted stock units that would vest upon the occurrence of the respective triggering events in accordance with the terms of the awards. For Mr. Patolawala, the amounts also include the value of the shares underlying his special 2023 performance-based RSUs that would vest upon the occurrence of the respective triggering events. For Mr. Hanson, the amounts also include the value of the shares underlying his make-whole RSU award that would vest upon the occurrence of the respective triggering events. Share values are based on the closing price of a share of 3M common stock on the NYSE for December 29, 2023 ($109.32). (4)Amounts shown reflect the intrinsic value on December 31, 2023, of unvested, in-the-money 3M stock options that will vest upon the occurrence of the respective triggering events in accordance with the existing contractual terms of the stock options. Intrinsic values are based on the closing price of a share of 3M common stock on the NYSE for December 29, 2023 ($109.32). (5)Amounts shown reflect the group term life insurance proceeds that would be payable to each individual’s beneficiary or beneficiaries pursuant to the policies obtained for them under the Executive Life Insurance Plan. (6)Amounts shown reflect the sum of the estimated amount Mr. Hanson would be eligible to receive under the Severance Plan for the continued payment of his annual base salary and annual incentive compensation and the unpaid amount of Mr. Hanson’s make-whole cash award.

  196. 2023 potential payments upon termination or change in control table

    | 120 | 3M Company |

  197. Pay ratio

    Pay ratio Presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO) for 2023. The ratio reflects a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. In identifying our median employee (a full-time production employee in the Midwestern United States), we calculated the target annual Total Cash Compensation of each employee as of December 31, 2023. For these purposes, annual Total Cash Compensation included base salary or hourly wages, cash incentives, commissions, and comparable cash elements of compensation in non-U.S. jurisdictions and was calculated using internal human resources records. All amounts were annualized for permanent employees who did not work for the entire year, such as new hires, employees on paid or unpaid leave of absence and employees called for active military duty. We did not apply any cost-of-living adjustments as part of the calculation. The median employee was selected from among 86,464 full-time, part-time, temporary, and seasonal workers who were employed as of December 31, 2023. We did not exclude any employees (whether pursuant to the de minimis exemption for foreign employees or any other permitted exclusion) when making this determination. As determined in accordance with Item 402 of Regulation S-K, the 2023 annual total compensation was $16,424,566 for our CEO and $61,664 for our median employee. Among other things, these amounts include base salary, overtime, incentive payments, stock-based compensation (based on the grant date fair value of awards granted during 2023), changes in pension values and retirement plan contributions. As calculated in this manner, the ratio of our CEO’s total compensation to our median employee’s total compensation for fiscal year 2023 is 266 to 1.

  198. Pay versus performance disclosure

    Pay versus performance disclosure Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K under the Exchange Act. We have included: •A tabular list of the most important financial performance measures used by our Compensation and Talent Committee in setting performance-based compensation in 2023; •A table that compares the total compensation of our named executive officers (NEOs) as presented in the Summary Compensation Table (SCT) to “compensation actually paid” as defined by the Securities and Exchange Commission (CAP) and that compares CAP to specified performance measures; and •Graphs that describe: •the relationship between our total shareholder return (TSR) and the TSR of the Dow Jones Industrial Average (Peer Group TSR); and •the relationships between CAP and our cumulative TSR, GAAP Net Income, and our company selected measure, Organic Sales Growth. CAP, like total compensation disclosed in the SCT, does not necessarily reflect value actually realized by the executives or how our Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income or Peer Group TSR for purposes of determining incentive compensation. In addition, a significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. As described in detail in the “Compensation Discussion and Analysis” section (CD&A) on pages 84 to 86, our performance share awards are subject to multi-year performance conditions tied to performance metrics and all of our equity awards are subject to time vesting conditions. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest and are settled (or exercised). Please refer to the CD&A for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance.

  199. Pay versus performance disclosure

    | 2024 Proxy Statement | 121 |

  200. Pay versus performance disclosure

    Salary, bonus, non-equity incentive plan compensation, nonqualified deferred compensation earnings, and all other compensation are each calculated in the same manner for purposes of both CAP and SCT. For 3M, there are two primary differences between the calculation of CAP and SCT total compensation:

  201. Pay versus performance disclosure

    | | SCT Total | CAP | | Pension | Year over year change in the actuarial present value of pension benefits | Current year service cost and any change in prior year service cost (if a plan amendment occurred during the year) | | Stock and option awards | Grant date fair value of stock and option awards granted during the year | Year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year |

  202. Pay versus performance disclosure

    Metrics Used for Linking Pay and Performance. The following is a list of financial performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the NEOs for 2023. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our performance share awards. The measures in this table are not ranked. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program.

  203. Pay versus performance disclosure

    | Local Currency Sales | Relative Organic Sales Growth | | Operating Income | Return on Invested Capital | | Operating Cash Flow Conversion | Free Cash Flow Conversion | | Adjusted Earnings per Share Growth | |

  204. Pay versus performance disclosure

    Organic Sales Growth is considered an important top-line measure that supports long-term shareholder value creation. For this reason, the Compensation and Talent Committee, in consultation with its independent compensation consultant, chose Organic Sales Growth as the foundation for the relative metric used to calculate one-third of the payout opportunity for the 2023 performance share awards granted to the Company’s executives, which comprise 50 percent of the annual long-term incentive compensation opportunity each executive received in 2023. While Organic Sales Growth is being used as the Company-selected measure included in the tabular disclosure above and the table and graphs that follow, it may not have been the most important financial performance measure for fiscal years 2022, 2021 and 2020, and the most important financial performance measure used in future years may be different. Pay Versus Performance Table. Provided below is tabular compensation data for the Company’s Chief Executive Officer (CEO) (our Principal Executive Officer) and our NEOs other than the CEO for 2023, 2022, 2021, and 2020.

  205. Pay versus performance disclosure

    | All amounts in U.S. dollars | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Other NEOs(1) | Average Compensation Actually Paid to Other NEOs(2) | Total Shareholder Return | Peer Group Total Shareholder Return(3) | GAAP Net Income ($mil.) | Company Selected Measure: Organic Sales Growth(4) | | 2023 | 16,424,566 | 15,615,060 | 11,186,064 | 11,580,343 | 73.36 | 143.60 | (6,995) | (3.2%) | | 2022 | 14,031,387 | 152,482 | 5,322,998 | 1,852,154 | 75.89 | 123.60 | 5,777 | 1.2% | | 2021 | 18,200,584 | 18,438,692 | 5,527,247 | 3,553,621 | 107.80 | 132.71 | 5,921 | 8.8% | | 2020 | 20,700,347 | 15,704,765 | 5,810,620 | 2,335,315 | 102.79 | 109.72 | 5,384 | (1.7%) |

  206. Pay versus performance disclosure

    (1)Michael F. Roman was our CEO for each year presented. For 2023, our other NEOs were Monish Patolawala, Peter D. Gibbons, Bryan C. Hanson, and Kevin H. Rhodes; for 2022, our other NEOs were Monish Patolawala, Peter D. Gibbons, Jeffrey R. Lavers, Michael G. Vale, and Mojdeh Poul; for 2021, our other NEOs were Monish Patolawala, Ashish K. Khandpur, Mojdeh Poul, and Michael G. Vale; and for 2020, our other NEOs were Monish Patolawala, Eric D. Hammes, Mojdeh Poul, Michael G. Vale, and Nicholas C. Gangestad. (2)The dollar amounts reported represent CAP, as computed in accordance with Securities and Exchange Commission rules. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable year. In accordance with Securities and Exchange Commission rules, the following adjustments were made to SCT total compensation to determine CAP:

  207. Pay versus performance disclosure

    | 122 | 3M Company |

  208. CEO pay vs. performance: Total shareholder return

    CEO pay vs. performance: Total shareholder return

  209. CEO pay vs. performance: Total shareholder return

    | n | CEO SCT | n | CEO CAP | — | Peer Group TSR | — | 3M TSR |

  210. Other NEOs Pay vs. performance: Total shareholder return

    Other NEOs Pay vs. performance: Total shareholder return

  211. Other NEOs Pay vs. performance: Total shareholder return

    | n | Other NEOs SCT | n | Other NEOs CAP | — | Peer Group TSR | — | 3M TSR |

  212. Other NEOs Pay vs. performance: Total shareholder return

    | 124 | 3M Company |

  213. Other NEOs Pay vs. performance: Total shareholder return

    Relationship between CAP and GAAP Net Income. The graph below reflects the relationship between the CEO and average other NEO CAP and our GAAP Net Income. Average other NEO CAP value in 2023 is much higher than in the prior years due primarily to the special make-whole cash and RSU awards provided to Mr. Hanson to replace compensation he forfeited when he left his prior employer to join 3M. Our fiscal year 2023 financial results include special items that had a significant negative impact on our GAAP net income, the most significant of which was $11.6 billion in after-tax net costs for significant litigation associated with PFAS-related other environmental and Combat Arms Earplugs matters. GAAP net income is not used as a metric in our annual or long-term incentive plans. Refer to the CD&A for information on the financial metrics utilized in our compensation plans, and to the Appendices for a detailed reconciliation of these measures with the most directly comparable GAAP financial measures.

  214. Other NEOs Pay vs. performance: Total shareholder return

    | n | CEO CAP | n | Other NEOs CAP | | GAAP Net Income |

  215. Other NEOs Pay vs. performance: Total shareholder return

    Relationship between CAP and Organic Sales Growth (our Company-Selected Measure). The graph below reflects the relationship between CEO and average other NEO CAP and Organic Sales Growth. 2023 organic growth was negatively impacted by declines in consumer-facing markets such as electronics and consumer retail, disposable respirator sales declines, normalization of post-COVID-related biopharma demand, declines in health information systems from tighter hospital budgets, the Company’s exit from Russia, and slowing growth in China. Average other NEO CAP value in 2023 is much higher than in the prior years due primarily to the special make-whole cash and RSU awards provided to Mr. Hanson to replace compensation he forfeited when he left his prior employer to join 3M.

  216. Other NEOs Pay vs. performance: Total shareholder return

    | n | CEO CAP | n | Other NEOs CAP | | Organic Sales Growth |

  217. Other NEOs Pay vs. performance: Total shareholder return

    | 2024 Proxy Statement | 125 |

  218. Other NEOs Pay vs. performance: Total shareholder return

    | | | | | | Proposal 4 •Shareholder proposal, if properly presented at the meeting. •See Board’s opposition statement. Recommendation of the Board The Board of Directors unanimously recommends a vote “AGAINST” this proposal for the reasons discussed below. Proxies solicited by the Board of Directors will be voted “AGAINST” this proposal unless a shareholder indicates otherwise in voting the proxy. | | | | | “AGAINST” |

  219. Other NEOs Pay vs. performance: Total shareholder return

    3M has received a shareholder proposal from Raymond Weber (the “Proponent”). The Company will provide the Proponent’s address and the number of shares of 3M common stock held by the Proponent promptly upon a shareholder’s oral or written request. The Proponent has requested that the Company include the following proposal and supporting statement (in italics) in the Company’s Proxy Statement for the Annual Meeting. The Proponent is responsible for the content of this proposal, and, as a result, the Company is not responsible for any inaccuracies the proposal or statement may contain. The proposal may be voted on at the Annual Meeting only if properly presented by the Proponent or the Proponent’s qualified representative. For the reasons set forth following the Proponent’s statement, your Board of Directors recommends that you vote “AGAINST” this proposal. *** RESOLVED: That the shareholders of 3M Company (the “Company”) request that the Board of Directors (the “Board”) adopt a policy requiring that the Chief Executive Officer, the Chief Executive Officer’s direct reports, and all members of the Board hold at least ten times their annual total compensation (including base salary, bonus, stock awards, option awards and any other form of compensation) within three years of the adoption of such policy or, in the case of newly hired or appointed senior management or Board members, within three years of their hiring or appointment date in shares of the Company’s common stock. The policy should also prohibit the Company from extending any loans or other financial assistance to the covered executives and directors to enable them to acquire or retain shares of the Company’s common stock. SUPPORTING STATEMENT: I believe that by increasing the share ownership requirements as well expansion of share ownership requirements to the Board and CEO direct reports will enhance the alignment of interests between the Company’s senior management and directors and its long-term shareholders. By holding a significant stake in the Company, the covered executives and directors will have a greater incentive to pursue strategies that create long-term value for the shareholders and will also create a more “owner-oriented attitude.” Furthermore, by holding shares of the Company’s common stock, rather than stock options or other forms of equity compensation, the covered executives and directors will bear the downside risk as well as the upside potential of their decisions.

  220. Other NEOs Pay vs. performance: Total shareholder return

    | 126 | 3M Company |

  221. Other NEOs Pay vs. performance: Total shareholder return

    Please note that other leading corporations have adopted similar policies that require their senior management and directors to hold substantial amounts of their common stock. For example, Johnson & Johnson requires its Chief Executive Officer to hold six times his or her base salary in common stock, its executive committee members to hold five times their base salary in common stock, and its non-employee directors to hold five times their annual retainer in common stock. One of Berkshire Hathaway director requirements is that they have an “owner-oriented attitude” or, in other words, that they place a significant amount of their personal wealth in Berkshire Hathaway shares. As of JP Morgan’s 2023 proxy statement, their current CEO, Jamie Dimon, holds more than $1 billion of JP Morgan shares. As of the 2023 3M Company Proxy statement, four (4) 3M Board members directly hold 0 shares while five (5) other Board members directly hold roughly 1000 shares or less. How can these board members have an “owner-oriented attitude” when their only holdings are compensation based deferred shares? With all the Company’s ongoing litigation, 3M’s top legal officer only holds 3794 shares as of October 4th, 2023. How do these low direct shareholdings inspire confidence in 3M management and the Board? I believe that adopting this proposal for 3M Company will demonstrate the Company’s commitment to good corporate governance and long-term shareholder value creation. I urge my fellow shareholder to vote FOR this proposal.