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

DEF 14A of 3M Co

Filed Mar 26, 2025 · FY20240000066740-25-000029

Open on EDGAR

  1. Director nominees

    Director nominees

  2. Director nominees

    | | David P. Bozeman, 56 Independent President and Chief Executive Officer and Director, C.H. Robinson Worldwide Tenure 2025 Committee STS | | Thomas “Tony” K. Brown, 69 Independent Retired Group Vice President, Global Purchasing, Ford Motor Company Tenure 2013 Committee A | | William M. Brown, 62 Chairman of the Board and Chief Executive Officer, 3M Company Tenure 2024 | | | Audrey Choi, 57 Independent Retired Chief Sustainability Officer and Management Committee Member, Morgan Stanley Tenure 2023 Committee N&G STS | | Anne H. Chow, 58 Independent Retired Chief Executive Officer, AT&T Business Tenure 2023 Committee STS | | David B. Dillon, 73 Independent Retired Chairman of the Board and Chief Executive Officer, The Kroger Co. Tenure 2015 Committee N&G | | | James R. Fitterling, 63 Lead Independent Director Chair of the Board and Chief Executive Officer, Dow Inc. Tenure 2021 Committee C&T | | Suzan Kereere, 59 Independent President, Global Markets, PayPal Holdings, Inc. Tenure 2022 Committee A C&T | | Gregory R. Page, 73 Independent Retired Chairman of the Board and Chief Executive Officer, Cargill Tenure 2016 Committee C&T | | | Pedro J. Pizarro, 59 Independent President and Chief Executive Officer and Director, Edison International Tenure 2023 Committee A N&G | | Thomas W. Sweet, 65 Independent Retired Chief Financial Officer, Dell Technologies Inc. Tenure 2023 Committee A N&G | | |

  3. Director nominees

    Key

  4. Director nominees

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

  5. Director nominees

    | 8 | 3M Company |

  6. Nominees for director

    Nominees for director

  7. Nominees for director

    | | | | | | David P. Bozeman 56 Independent President and Chief Executive Officer and Director, C.H. Robinson Worldwide, Inc. | Director since 2025 | | Career Highlights •Mr. Bozeman is the President and Chief Executive Officer and a member of the Board of Directors of C.H. Robinson Worldwide, Inc., one of the largest global logistics companies in the world, a position he has held since June 2023. •He previously served as Vice President, Ford Customer Service Division, and Vice President, Enthusiast Vehicles, for Ford Blue of Ford Motor Company, a global automotive industry leader, from 2022 to 2023. •He also served as Senior Vice President, Amazon Transportation Services of Amazon.com, Inc., a global e-commerce, cloud computing, consumer electronics, media, and digital advertising company, from 2017 to 2022. •Mr. Bozeman held roles of increasing seniority at Caterpillar, Inc., from 2008 to 2016, ultimately serving as Senior Vice President Enterprise Systems. •Earlier in his career, he spent 16 years at Harley-Davidson, Inc., from 1992 to 2008. •Mr. Bozeman serves on the board of directors of The Brookings Institution and The Conservation Fund. He also served on the Board of Directors of Weyerhaeuser from 2015 to 2017. Reasons for Nomination Mr. Bozeman’s master’s degree in engineering management from the Milwaukee School of Engineering and his bachelor’s degree in manufacturing design from Bradley University; his more than 30 years of experience at global manufacturing and technology companies, including experience across supply chains, manufacturing, digital, and customer service; his expertise in reinventing complex operating models; and his experience as a President, CEO and Director of a public company, qualify him to serve as a director of 3M. | | Other public company boards •C.H. Robinson Worldwide, Inc. 3M Board committee(s) •Science, Technology & Sustainability |

  8. Nominees for director

    | 16 | 3M Company |

  9. Nominees for director

    | | | | | | Thomas “Tony” K. Brown 69 Independent Retired Group Vice President, Global Purchasing, Ford Motor Company | Director since 2013 | | Career Highlights •Mr. Brown is the retired Group Vice President, Global Purchasing, Ford Motor Company, a global automotive industry leader. Mr. Brown had served in various leadership capacities in global purchasing since joining Ford in 1999. •In 2008, he became Ford’s Group Vice President, Global Purchasing, with responsibility for approximately $90 billion of production and non-production procurement for Ford operations worldwide. He retired from Ford on August 1, 2013. •From 1997 to 1999, he served in leadership positions at United Technologies Corporation, including as 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. Reasons for Nomination 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 other public companies; 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 public company boards •ConAgra Foods, Inc. (Nominating and Governance Committee) 3M Board committee(s) •Audit •Nominating and Governance (Chair) Other public company boards within the past five years •Tower International, Inc. |

  10. Nominees for director

    | 2025 Proxy Statement | 17 |

  11. Nominees for director

    | | | | | | William M. Brown 62 Chairman of the Board and Chief Executive Officer, 3M Company | Director since 2024 | | Career Highlights •Mr. Brown has been the Chief Executive Officer of 3M Company since May 1, 2024, and Chairman of the Board since March 1, 2025. •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. He 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. Reasons for Nomination Mr. Brown’s bachelor’s and master’s degrees in mechanical engineering from Villanova University and MBA degree from The Wharton School, University of Pennsylvania; his wealth of strategic leadership, innovation, operational excellence, cybersecurity, and experience as a public company chief executive officer at complex global organizations for over a decade; 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 public company boards •Becton, Dickinson and Company Other public company boards within the past five years •Celanese Corporation •L3Harris Technologies, Inc. |

  12. Nominees for director

    | 18 | 3M Company |

  13. Nominees for director

    | | | | | | Audrey Choi 57 Independent Retired Chief Sustainability Officer and Management Committee Member, Morgan Stanley | Director since 2023 | | Career Highlights •Ms. Choi is the retired Chief Sustainability Officer and Management Committee Member of 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 to 2022. She was also Chief Marketing Officer from 2017 to 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. •She is currently Executive Chair of the Generation Foundation and a partner of Generation Investment Management. •Previously, Ms. Choi served in senior policy-making positions in the Clinton Administration including as Chief of Staff, Council of Economic Advisers, Domestic Policy Advisor, Office of the Vice President, Director of Strategic Policy & Planning, National Telecommunications & Information Administration, Department of Commerce, White House Fellow, and Co-Director of the Education Technology Task Force, Federal Communications Commission. •Prior to her public service career, she was a foreign correspondent and bureau chief for The Wall Street Journal. •Ms. Choi has a long record of service in the philanthropic and non-profit sectors including as a board member of New York Cares, the Kresge Foundation, StoryCorps, and as visiting scholar at the Federal Reserve Bank of New York. •She was previously a board member of the Sustainable Accounting Standards Board (SASB) and the Wildlife Conservation Society. Reasons for Nominations 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 public company boards •None 3M Board committee(s) •Nominating and Governance •Science, Technology & Sustainability |

  14. Nominees for director

    | 2025 Proxy Statement | 19 |

  15. Nominees for director

    | | | | | | Anne H. Chow 58 Independent Retired Chief Executive Officer, AT&T Business | Director since 2023 | | Career 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 National Business President, Integrator Solutions President, and Premier Client Group Senior Vice President. 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 a global 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 Federal Reserve Bank of Dallas. •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 inducted into the Dallas Business Hall of Fame. •She is the Vice Chair and a member of Georgia Tech President's Advisory Board, a member of the Dallas Mavericks Advisory Council, a member of C200, and a member of the Committee of 100. Reasons for Nomination Ms. Chow’s master’s degree in business administration from The Johnson School at 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 sustainability matters; as well as her experience as a director at other public companies, qualify her to serve as a director of 3M. | | Other public company boards •Franklin Covey Co. (lead independent director) •CSX Corporation 3M Board committee(s) •Compensation and Talent (Chair) •Science, Technology & Sustainability |

  16. Nominees for director

    | 20 | 3M Company |

  17. Nominees for director

    | | | | | | David B. Dillon 73 Independent Retired Chairman of the Board and Chief Executive Officer, The Kroger Co. | Director since 2015 | | Career Highlights •Mr. Dillon is the retired Chairman of the Board and Chief Executive Officer, The Kroger Co., a large retailer that operates 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 President, from 1986 to 1995. Reasons for Nomination 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 public company boards •Union Pacific Corporation 3M Board committee(s) •Audit (Chair) •Nominating and Governance |

  18. Nominees for director

    | 2025 Proxy Statement | 21 |

  19. Nominees for director

    | | | | | | James R. Fitterling 63 Lead Independent Director Chair and Chief Executive Officer, Dow Inc. | Director since 2021 | | Career Highlights •Mr. Fitterling is the Chair 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 Chair in April 2020. •Before that, he served as President and Chief Operating Officer of Dow and 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 Immediate Past Chair of the Board of Directors of the National Association of Manufacturers, 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. Reasons for Nomination 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 Board Chair 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 public company boards •Dow Inc. 3M Board committee(s) •Compensation and Talent |

  20. Nominees for director

    | 22 | 3M Company |

  21. Nominees for director

    | | | | | | Suzan Kereere 59 Independent President of Global Markets, PayPal Holdings, Inc. | Director since 2022 | | Career Highlights •Ms. Kereere is the President of Global Markets, PayPal Holdings, Inc., a leading digital payment partner for businesses and consumers around the world, a position she has held since January 2024. •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. She also held an executive leadership role as Fiserv's Chief Growth Officer. •She was the Global Head of Merchant Sales and Acquiring at VISA, a global payments technology company, from 2018 to 2021 and Head of European Merchant and Acquiring department, from 2016 to 2018. •She served in leadership positions at American Express, from 1988 to 2016, including as head of its U.S. National Merchant Business and of its Global Network Business. She has led businesses in Europe, Australia, Asia and North America. •Ms. Kereere is a former director at Grange Insurance Company and Electronic Transactions Association. •She currently serves as a Board Trustee for Alvin Ailey American Dance Theater and board member at Code for America. Reasons for Nominations 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 businesses 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 equality of opportunity in the corporate space and bringing analytics to the discussion, qualify her to serve as a director of 3M. | | Other public company boards •None 3M Board committee(s) •Audit •Compensation and Talent |

  22. Nominees for director

    | 2025 Proxy Statement | 23 |

  23. Nominees for director

    | | | | | | Gregory R. Page 73 Independent Retired Chairman of the Board and Chief Executive Officer, Cargill | Director since 2016 | | Career 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 in September 2015, and Executive Director of Cargill, from September 2015 to September 2016. •Mr. Page is a board member at Alight, a nonprofit company primarily serving refugees and displaced people, and Wayne Sanderson Farms, the nation’s third largest poultry producing company. •Mr. Page is the past director and non-executive Chair of the Board of Big Brothers Big Sisters of America until 2022. He is the past President and board member of the Northern Star Council of the Boy Scouts of America. Reasons for Nominations 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 public companies, qualify him to serve as a director of 3M. | | Other public company boards •Deere & Company •Eaton Corporation plc (lead director) •Corteva Agriscience (non-executive chair) 3M Board committee(s) •Compensation and Talent •Science, Technology & Sustainability (Chair) |

  24. Nominees for director

    | 24 | 3M Company |

  25. Nominees for director

    | | | | | | Pedro J. Pizarro 59 Independent President and Chief Executive Officer and Director Edison International | Director since 2023 | | Career Highlights •Dr. Pizarro is the President and Chief Executive Officer and Director of Edison International, the parent company of Southern California Edison (SCE), one of the nation’s largest electric utilities, a position he has held since 2016. Edison International is also the parent company of Trio (formerly Edison Energy), a competitive provider of integrated sustainability and energy advisory services to large commercial, industrial, and institutional organizations in North America and Europe. •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 has previously served as Vice President and Senior Vice President of Power Procurement, and Vice President of Strategy and Business Development. •Dr. Pizarro is former 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. Reasons for Nominations Dr. Pizarro’s bachelor’s degree in chemistry from Harvard University and 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 public company boards •Edison International 3M Board committee(s) •Audit •Nominating and Governance |

  26. Nominees for director

    | 2025 Proxy Statement | 25 |

  27. Nominees for director

    | | | | | | Thomas W. Sweet 65 Independent Retired Chief Financial Officer, Dell Technologies Inc. | Director since 2023 | | Career Highlights •Mr. Sweet is the retired Chief Financial Officer of Dell Technologies Inc., an enterprise technology giant. As CFO, from 2014 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; Medline Industries, a private global healthcare company that offers products, services and solutions for various points of care; and the Salvation Army of Central Texas Advisory Board. Reasons for Nomination Mr. Sweet bachelor’s degree in business administration from Western Michigan University; his qualification as 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 experience serving as a director on other boards, qualify him to serve as a director of 3M. | | Other public company boards •Trimble Inc. 3M Board committee(s) •Audit •Nominating and Governance |

  28. Nominees for director

    | 26 | 3M Company |

  29. 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 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 areas of experience and expertise, who will make substantial contributions to Board operations, and who can effectively represent the interests of all shareholders. The assessment of the Board candidates by the Nominating and Governance Committee and the Board includes, but is not limited to, consideration of the following: •Roles in and contributions valuable to the business community; •Personal qualities of leadership, character, judgment, and whether they possess and maintain a reputation in the community at large of integrity, trust, respect, competence, and adherence to the highest ethical standards, throughout their service on the Board; •Relevant knowledge and diversity of background and experience in business, manufacturing, technology, finance and accounting, marketing, international business, and other areas; and •Whether the candidate is free of conflicts and has the time required for preparation and participation at all meetings. In addition, 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.

  30. Director nominee skills and experience

    Director nominee 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:

  31. Director nominee skills and experience

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

  32. Director nominee skills and experience

    | 2025 Proxy Statement | 27 |

  33. Director compensation

    Director compensation

  34. Elements of annual compensation for non-employee directors

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

  35. 2024 director compensation table

    2024 director compensation table The table below shows the amounts earned by our non-employee directors in 2024.

  36. 2024 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) | 158,159 | 195,000 | 706 | 353,865 | | Audrey Choi | 138,159 | 195,000 | 2,105 | 335,264 | | Anne H. Chow(1)(2) | 156,772 | 195,000 | 6,103 | 357,875 | | David B. Dillon(1) | 163,159 | 195,000 | 991 | 359,150 | | Michael L. Eskew(1)(2) | 59,918 | — | 26,348 | 86,266 | | James R. Fitterling(1)(2) | 177,486 | 195,000 | 278 | 372,764 | | Amy E. Hood | 138,159 | 195,000 | 1,149 | 334,308 | | Suzan Kereere | 138,159 | 195,000 | 819 | 333,978 | | Gregory R. Page(1) | 163,159 | 195,000 | 1,035 | 359,194 | | Pedro J. Pizarro | 138,159 | 195,000 | 346 | 333,505 | | Thomas W. Sweet | 138,159 | 195,000 | 1,067 | 334,226 |

  37. 2024 director compensation table

    FOOTNOTES TO 2024 DIRECTOR COMPENSATION TABLE (1)Lead Independent Director or Committee Chair during all or a portion of 2024. (2)Director compensation prorated according to effective date of election, appointment, or retirement: Ms. Chow succeeded Mr. Fitterling as Chair of the Compensation and Talent Committee, effective April 3, 2024; Mr. Fitterling succeeded Mr. Eskew as Lead Independent Director, effective April 3, 2024; and Mr. Eskew retired from the Board, effective May 14, 2024.

  38. 2024 director compensation table

    | 48 | 3M Company |

  39. 2024 director compensation table

    (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 2024 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. See “Security ownership of management” beginning on page 116 for more information concerning all 3M stock-based holdings of the directors.

  40. 2024 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 | — | — | | David B. Dillon | — | — | | Michael L. Eskew | 59,918 | 579 | | James R. Fitterling | — | — | | Amy E. Hood | — | — | | Suzan Kereere | — | — | | Gregory R. Page | — | — | | Pedro J. Pizarro | — | — | | Thomas W. Sweet | — | — |

  41. 2024 director compensation table

    (4)This column represents the grant date fair value of the stock awards made in 2024, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (referred to as “ASC Topic 718”). 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, 3Mgives will match up to $1,000 a year in contributions made by each director to eligible charitable organizations. 3Mgives 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 and occasionally makes other donations, as reflected in the amount reported for Mr. Eskew.

  42. 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. •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, 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.

  43. Reasonableness of non-employee director compensation

    | 2025 Proxy Statement | 49 |

  44. Anne H. Chow, Chair of the Compensation and Talent Committee

    Anne H. Chow, Chair of the Compensation and Talent Committee

  45. Anne H. Chow, Chair of the Compensation and Talent Committee

    | James R. Fitterling | Amy E. Hood* | Suzan Kereere | Gregory R. Page |

  46. Anne H. Chow, Chair of the Compensation and Talent Committee

    * Ms. Hood is not standing for re-election at the Annual Meeting.

  47. Anne H. Chow, Chair of the Compensation and Talent Committee

    | 2025 Proxy Statement | 57 |

  48. Compensation discussion and analysis

    | CD&A highlights | | | | | Paying for performance | 60 | Annual incentive | 72 | | 2024 compensation decisions — What we pay and why | 62 | Long-term incentives | 77 | | CEO succession | 63 | Other arrangements | 80 | | Compensation policies and practices | 64 | Consistent and shareholder-aligned framework to assess performance metric adjustments | 82 | | 2024 say-on-pay results, shareholder engagement, and responsive actions | 65 | Changes to our performance share award design for 2025 | 86 |

  49. Paying for performance

    Paying for performance Annual Incentive Plan payouts: Our strong financial performance in 2024 resulted in Annual Incentive Plan (AIP) payouts of 128.6 percent of target (before any adjustment for individual performance) for the Named Executive Officers whose payout was calculated based on the Company’s overall performance. The payout reflects performance above the target goal on all three performance metrics: Local Currency Sales, Operating Income, and Operating Cash Flow. After reviewing the Company’s performance against the pre-established sustainability metrics, the Committee determined that the Company’s overall performance against the goals was in line with expectations and did not warrant the exercise of the Sustainability Modifier despite meeting or exceeding seven of the eight goals. The Committee deemed this above-target payout to be appropriately aligned with the shareholder experience, where our 2024 total shareholder return was 46.1 percent. See “Annual incentive” beginning on page 72 for more information concerning the calculation of the 2024 AIP payout for each Named Executive Officer, including the threshold, target, and maximum goals and attainments used to calculate the payouts for the Named Executive Officers who are paid, in part, based on the performance of a business group.

  50. Impact of Solventum spin-off on 2024 incentive plans

    Impact of Solventum spin-off on 2024 incentive plans At the start of 2024, the completion of the Spin-Off was anticipated to occur in the first quarter of the year, but due to the pending regulatory approvals and other complexities, the exact timing remained uncertain. To ensure the continuity of our executive compensation program, in February 2024, the Committee approved the 2024 performance targets for the AIP and the 2024, 2025, and 2026 performance targets to be used for the 2024 performance share awards, in each case, based on the internal financial and operating forecasts for the Company as a whole, including the Health Care business. The Committee planned to recast the performance goals after the Spin-Off was completed, to appropriately reflect the Company’s continuing operations. Following the successful completion of the Spin-Off in April 2024, the Committee, in consultation with its independent compensation consultant, recast the performance targets as follows: 2024 AIP performance targets: The recast targets reflected the original internal financial and operating forecasts for the full pre-Spin-Off company (including the Health Care business) for the first quarter of 2024 and the original internal financial and operating forecasts for the continuing operations of the Company for the remaining three quarters of 2024 (excluding the Health Care business), adjusted for certain one-time non-recurring items related to the Spin-Off (e.g., stranded costs, perimeter items, working capital adjustments and transition service agreements) that were not included in the original financial and operating forecasts given the inherent uncertainty in the timing and completion of the Spin-Off. The Committee determined that the chosen approach appropriately held the management team accountable for the performance of the Health Care business during the first quarter of 2024 prior to the Spin-Off, while maintaining the original financial targets for 3M’s continuing operations for all of 2024.

  51. Impact of Solventum spin-off on 2024 incentive plans

    | 60 | 3M Company |

  52. Impact of Solventum spin-off on 2024 incentive plans

    Performance share award targets for 2024: Due to the relative nature of the annual targets of the outstanding performance share awards, which are set as a percentage growth relative to the prior year’s actual results for all three annual performance periods of the three-year performance plan, the Committee determined that it was neither practical nor feasible to recast the performance targets based on the quarterly performance projections for the Company’s structure prior to and following the Spin-Off in fiscal year 2024. Instead, the Committee recast the performance targets to reflect solely continuing operations of the Company (excluding the Health Care business) for the full year, based on the long-term financial objectives that informed the Company’s original 2024 internal operating plans and that served as the basis for the guidance we provided our shareholders, to ensure a rigorous and transparent measurement of achieved results. To facilitate year-over-year comparison of achieved results relative to fiscal 2023 actuals on a continuing operations basis, excluding the Health Care business, the Committee also updated fiscal 2023 benchmarks for Adjusted EPS and Free Cash Flow under the in-flight performance share awards to exclude contributions of the Health Care business.

  53. Impact of Solventum spin-off on 2024 incentive plans

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

  54. Impact of Solventum spin-off on 2024 incentive plans

    | 2025 Proxy Statement | 61 |

  55. 2024 compensation decisions — What we pay and why

    2024 compensation decisions — What we pay and why The table below shows how the 2024 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 2024 (excluding special grants).

  56. 2024 compensation decisions — What we pay and why

    | | | CEO(1) | Other NEOs(1) | Why it is provided | | Performance metrics, weightings, and modifiers | | | | | | | 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 •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 sustainability 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 33.3%) •Operating Income (of 3M or a business unit, as applicable) vs. Plan (weighted 33.3%) •3M Operating Cash Flow vs. Plan (weighted 33.3%) •Individual performance multiplier (±20%) •Sustainability 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 •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(2) | | •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%) from the grant date | | | | | | | | | | | | Restricted Stock Units(2) | | •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%) | | | | | | | | |

  57. 2024 compensation decisions — What we pay and why

    (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. The percentages shown for the Other NEOs also do not reflect items provided to Mr. Roman, Mr. Patolawala (whose employment ended in 2024), or Ms. Reinseth. If Mr. Roman, Mr. Patolawala, and Ms. Reinseth had been included, the percentages shown would have been as follows: Base Salary — 18%; AIP — 16%; PSAs — 30%; Stock Options — 6%; and RSUs — 30%. (2)For 2024, the Committee chose to deliver 50 percent of the target grant value of the annual long-term incentive awards granted to each Named Executive Officer (other than Ms. Reinseth) in the form of performance shares. The remaining 50 percent was delivered in the form of stock options for Mr. Brown and Mr. Roman, and in the form of RSUs for the other NEOs. Ms. Reinseth received 100 percent of her target grant value in the form of RSUs.

  58. CEO succession

    CEO succession On March 8, 2024, the Board appointed Mr. Brown Chief Executive Officer, effective May 1, 2024. Mr. Brown succeeded Mr. Roman, who was appointed to the role of Executive Chairman of the Board of Directors, also effective May 1, 2024. Mr. Roman’s role as Executive Chairman included, but was not limited to, prioritizing and focusing on strategy and risk as it related to the Solventum Spin-Off and ongoing litigation, facilitating a smooth transition of CEO duties to and supporting Mr. Brown as he worked to advance 3M, as well as the responsibilities of chairing the Board of Directors. Effective March 1, 2025, Mr. Roman retired from his role as Executive Chairman, and as a director, and the Board appointed Mr. Brown, 3M’s Chief Executive Officer, to also serve as Chairman of the Board. To facilitate a smooth transition of the Chair role, Mr. Roman agreed to serve as Executive Advisor to the Board until he retires from 3M on May 1, 2025. Mr. Brown’s annual target cash compensation for 2024 includes a base salary of $1,800,000 and a target annual incentive opportunity of $3,150,000 (175% of base salary), in each case, prorated for 2024. The Committee also set his annual long-term incentive compensation opportunity at $13,000,000. For 2024, this amount was prorated based on Mr. Brown’s May 1 start date with 50 percent ($4,333,333) of the prorated target value granted in the form of a performance share award and the other 50 percent ($4,333,333) granted in the form of stock options. See “Long-term incentives” beginning on page 77 for additional information about the terms of these awards. Mr. Brown’s target Total Direct Compensation of $17,950,000 was 109% of the median of the most recently available data for the peer group approved by the Committee for 2024. The Committee felt this level of compensation was appropriate in light of Mr. Brown’s unique qualifications and proven executive track record of successfully leading a large-cap public technology company for over 10 years. As an inducement to join 3M, the Committee also approved for Mr. Brown a cash hiring bonus of $3,000,000, a one-time performance share award with a grant date target value of $2,500,000, and a one-time restricted stock unit award with a grant date target value of $2,500,000 vesting in equal installments on each of the first three anniversaries of the grant date, subject to his continued employment. The performance period, goals, and vesting terms for the performance share award are the same as those of the annual grants made to the Company’s other executive officers in 2024. For additional information about the terms of such awards, see “2024 performance share awards” beginning on page 77. The Committee determined that the inducement incentives were reasonable and consistent with market practice and comparators for new CEO compensation. To encourage long-term performance and ensure alignment with shareholder interests, the Committee structured 50 percent of the inducement equity incentives to be issued in the form of performance-based awards that deliver value only if the Company achieves preestablished performance milestones. Both the pro-rated annual equity awards and the one-time inducement equity awards required Mr. Brown’s execution of a protective covenant agreement. See “One-time actions for recently hired Named Executive Officers” beginning on page 80 for more detail.

  59. CEO succession

    Upon Mr. Brown’s appointment as Chief Executive Officer, Mr. Roman transitioned to the role of Executive Chairman, effective May 1, 2024. In connection with this transition, the Committee approved a reduction of Mr. Roman’s annual base salary to $1,000,000 and his target annual incentive compensation opportunity to $1,750,000. As Mr. Roman served as Chairman and Chief Executive Officer for the first part of the year, his target annual incentive compensation opportunity for 2024 reflects a proration of each target amount for the applicable portion of the year he worked in each role. Mr. Roman’s annual equity incentives were approved in April 2024, at the same time the Committee approved annual equity awards for all other eligible employees, reflecting his role as Chairman and Chief Executive Officer for the first part of the year and the significant duties and responsibilities Mr. Roman would continue to have in his role as Executive Chairman, as described above. The Committee, in consultation with its independent compensation consultant, established Mr. Roman’s compensation for the Executive Chairman role after reviewing compensation for other executive chairs in similar transition situations and evaluating the scope of Mr. Roman’s responsibilities that required a significant level of effort and time commitment, including his critical day-to-day contributions to ensure the successful launch of Solventum Corporation and management of the on-going litigation matters, among other responsibilities. In 2025, in light of his transition to the position of Executive Advisor to the Board and his anticipated retirement from the Company on May 1, 2025, the Committee determined that Mr. Roman’s 2025 target Total Direct Compensation will consist of base salary and annual incentive earned during the portion of the year worked. The Committee decided not to grant any equity compensation to Mr. Roman for his services as Executive Chairman or Executive Advisor to the Board in 2025.

  60. 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 an annual review to ensure that the target compensation opportunities provided to our executives are aligned 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 equitable “anti-dilution” adjustments (such as adjustments in connection with a stock split, spinoff, etc.) | |

  61. Fall 2024 Shareholder Engagement

    | What We Heard | Committee’s Response | | Longer-term performance measurement period for PSA program: Shareholders indicated a preference for a performance share award design that uses one three-year performance measurement period, instead of three annual measurement periods | The Committee revised the design of our performance share awards to measure financial results cumulatively over the course of the entire three-year performance period, starting with the 2025 performance share awards. The Committee also adopted a relative TSR payout modifier starting with the 2025 performance share awards to foster closer alignment between the long-term incentive program payouts and shareholder experience over the same performance period. | | Magnitude of the legal settlement adjustments under the 2023 incentive plans: Shareholders focused on the absolute magnitude of the litigation-related adjustments, with a request for increased transparency related to both the use of discretion and exclusions, when making significant one-time, non-recurring adjustments or determining performance results | This Proxy Statement reflects enhanced transparency of the Committee’s decision-making process and quarterly review of performance metric adjustments, including factors considered by the Committee when determining 2024 AIP and 2022 performance share award payouts, and factors considered when evaluating litigation-related and one-time, non-recurring compensation program adjustments in connection with the Spin-Off. Specifically for 2024, the Committee determined that, on balance, the above-target (128.6 percent) AIP payout was aligned with the strong financial performance results and 46.1 percent TSR delivered in 2024 and the below-target (48.7 percent) payout on the 2022 performance share awards was aligned with the mixed financial results and (0.6) percent annualized TSR delivered over the three-year performance period of such awards. Furthermore, the Committee concluded that the AIP payouts were appropriate for rewarding the newly reconstituted executive leadership team and encouraging their continued contributions and leadership in executing our long-term value creation strategy. See “Consistent and shareholder-aligned framework to assess performance metric adjustments” beginning on page 82 for additional factors considered by the Committee. The Committee reaffirms its intent to continue monitoring the impact of exclusions on executive payouts and will review executive payouts in view of shareholder experience and the best interests of the shareholders. |

  62. Fall 2024 Shareholder Engagement

    | What We Heard | Committee’s Response | | Performance metric rigor: Shareholders wanted assurance that performance targets in our incentive plans were rigorous and required significant effort to achieve | The Committee believes rigorous goals are important to the integrity of any incentive compensation arrangement and reaffirms its commitment to use its informed judgment to set goals that are intended to be rigorous based on the Company’s internal operating plans and financial forecasts, the external operating environment, and such other factors as the Committee determines to be appropriate under the circumstances. The Committee believes that the AIP and performance share award targets set in 2024 were rigorous, as the targets established pre-Spin-Off for Local Currency Sales and Operating Income were set above 2023 actual results, and the target established pre-Spin-Off for Operating Cash Flow was set based on an assumed cash flow conversion rate above the median of our compensation peers. Similarly, the initial goals established to earn a payout at or above target for the 2024 performance share awards were set above 2023 actual results for the Adjusted EPS Growth metric, greater than or equal to the benchmark rate (calculated as a blend of Worldwide IPI and Worldwide GDP) used for the Relative Organic Sales Growth metric, and at or above a level that required positive year-over-year growth or equated to 100 percent adjusted free cash flow conversion for the Free Cash Flow Growth metric. Following the Spin-Off, all of the goals were equitably adjusted for certain one-time non-recurring items related to the Spin-Off (e.g., stranded costs, perimeter items, working capital adjustments and transition service agreements) that were not included in the original financial and operating forecasts given the inherent uncertainty in the timing and completion of the Spin-Off, but otherwise remained unchanged in order to maintain a similar level of rigor. To help shareholders better understand the Committee’s perspective on the incentive compensation goals set in 2024, we have enhanced our disclosures to provide additional information demonstrating the rigor of the goals and the adjustments related to the Spin-Off. See “Impact of Solventum spin-off on 2024 incentive plans,” “Committee consideration of 2024 Annual Incentive Plan performance targets,” and “Committee consideration of 2024 long-term incentive performance targets” on page 60, page 74, and page 78, respectively, for more detail. |

  63. Principles

    | Responsible party | Primary roles and responsibilities relating to compensation decisions | | Compensation and Talent Committee (Composed solely of independent, non-employee directors and reports to the Board) | •Reviews the design of, and risks associated with, the Company’s compensation policies and practices; •Approves the compensation of our Chief Executive Officer and Executive Chairman, if any, subject to ratification by the independent members of the Board of Directors; •Approves the compensation of our other Named Executive Officers; •Approves the performance metrics, goals, modifiers, payout slopes, and other elements used in the performance-based long-term and short-term incentive compensation arrangements of our executive officers; •Approves annual performance goals and objectives for our Chief Executive Officer; •Conducts an annual evaluation of our Chief Executive Officer’s performance and reviews such evaluations with the independent members of the Board of Directors; and •Approves all changes to the composition of the Peer Group. | | Independent non-employee members of the Board of Directors | •Considers the Committee’s annual evaluation of the performance of our Chief Executive Officer; and •Considers the Committee’s actions regarding the compensation of our Chief Executive Officer and Executive Chairman, if any, and, if deemed appropriate, ratifies such actions. | | Independent consultant to the Compensation and Talent Committee* (FW Cook) | •Provides the Committee with advice regarding the design of all elements of the Company’s executive compensation program; •Reviews the Company’s compensation policies and practices and, based on its review and expertise, provides an assessment as to whether such policies and practices are reasonably likely to have a material adverse effect on the Company; •Reviews and provides an independent assessment of materials provided to the Committee by management of the Company; •Provides advice and recommendations to the Committee regarding the composition of the Peer Group; •Provides expert knowledge of regulatory developments, marketplace trends, and best practices relating to executive compensation and competitive pay levels; •Makes recommendations regarding the compensation of the Named Executive Officers (including our Chief Executive Officer and Executive Chairman, if any); and •Regularly attends and actively participates in meetings of the Committee, including executive sessions. | | Chief Executive Officer (Assisted by our Executive Vice President and Chief Human Resources Officer and other Company employees) | •Approves annual performance goals and objectives for the Named Executive Officers (other than himself and our Executive Chairman, if any); •Conducts an annual performance evaluation for each of the Named Executive Officers (other than himself and our Executive Chairman, if any) and presents the results to the Committee; and •Makes recommendations to the Committee with respect to the compensation of the Named Executive Officers (other than himself and our Executive Chairman, if any) based on the final assessment of their performance. |

  64. 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 sources: an executive compensation peer group (referred to as the “Peer Group”) and general industry survey data.

  65. Peer group

    Peer group For setting 2024 target compensation levels, the Peer Group consisted of the companies identified below (which remained the same as in the previous year, except for the removal of Danaher Corporation and Medtronic plc in anticipation of the Spin-Off of our former Health Care business, which was completed in April 2024), as recommended by the Committee’s independent compensation consultant and approved by the Committee. The companies in the Peer Group were selected because (1) they are considered major business-segment competitors used internally for performance comparisons, or (2) they met certain criteria based on similarity to 3M, in terms of business(es), annual revenues, market capitalization, Midwest corporate headquarters, and/or competitor for capital or talent. The Committee also uses information on the executive compensation practices at companies in the Peer Group when considering design changes to the Company’s executive compensation program. The following table lists the Peer Group members approved by the Committee in August 2023 for purposes of informing 2024 target compensation levels:

  66. Peer group

    | 2024 Peer Group | | | | •Abbott Laboratories •The Boeing Company •Caterpillar Inc. •Corning Incorporated •Deere & Company •DuPont de Nemours, Inc. | •Eaton Corporation plc •Emerson Electric Co. •General Electric Company •Honeywell International Inc. •Illinois Tool Works Inc. •Johnson & Johnson | •Johnson Controls International plc •Kimberly-Clark Corporation •Parker-Hannifin Corporation •The Procter & Gamble Company •TE Connectivity Ltd. |

  67. Peer group

    At the time the Peer Group was approved in August 2023, 3M’s pro-forma post-Spin-Off revenues and then-current market cap ranked at the 50th and 38th percentiles, respectively. The Committee, with assistance from its independent compensation consultant, periodically reviews the composition of the Peer Group to determine whether any changes are appropriate. Following its review in August 2024, FW Cook recommended, and the Committee approved, further changes to the Peer Group to better reflect our size in terms of annual revenues, market capitalization, and business characteristics after the Spin-Off. These changes did not affect 2024 compensation decisions made by the Committee.

  68. Peer group

    | Entities removed from the Peer Group for 2025 | | Entities added to the Peer Group for 2025 | | | | •Abbott Laboratories | | •Carrier Global Corporation | | | •The Boeing Company | | •Colgate-Palmolive Company | | | •Johnson & Johnson | | •Cummins Inc. | | | •The Procter & Gamble Company | | •Dow Inc. | | | | | •Ecolab Inc. | | | | | •General Dynamics Corporation | | | | | •Northrop Grumman Corporation | | | | | •Trane Technologies plc |

  69. Peer group

    At the time the Peer Group was approved in August 2024, 3M’s pro-forma post-Spin-Off revenues and its then-current market cap ranked at the 56th and 49th percentiles, respectively. As of March 1, 2025, the Company’s revenue and market cap ranked at the 59th and 74th percentiles, respectively. The Company uses information on the executive compensation practices at the companies in 3M’s Peer Group from public filings, as well as from surveys conducted by Aon plc.

  70. Peer group

    | 70 | 3M Company |

  71. Survey data

    Survey data The Company also uses data from general industry compensation surveys provided by two consulting firms: Aon plc and Willis Towers Watson plc, as a secondary reference to validate the reasonableness of the Peer Group data. For 2024, there were approximately 500 companies represented in these general industry surveys. 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 surveys had annual revenue exceeding $10 billion. Pay data from the surveys is statistically regressed (based on annual revenues) to recognize the different sizes of the comparator companies relative to the size of 3M. The Committee does not review the list of companies who participate in the general industry surveys.

  72. How the Committee establishes target compensation levels

    How the Committee establishes target compensation levels As one of many factors used to inform its decisions about overall compensation opportunities and specific compensation elements, the Committee considers data on target total direct compensation opportunities for the Peer Groups, with the median generally viewed as the competitive market reference point. However, the Committee does not target specific compensation elements or total compensation to any specific percentile relative to the Peer Groups or the broader United States market. Rather, the Committee applies informed judgment in establishing targeted pay levels for the Named Executive Officers, considering other factors in addition to peer group data, such as: •the breadth and complexity of the executive’s duties and responsibilities, experience, and tenure; •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 Executive Chairman, if any) and the annual performance evaluation that the Committee completes for our Chief Executive Officer, including performance ratings; •the executive’s ability to successfully achieve assigned goals related to environmental, social, and governance matters, including sustainability goals; and •internal pay equity.

  73. 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. For 2024, the amount each Named Executive Officer earned under the AIP was calculated as follows:

  74. Annual incentive

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

  75. Annual incentive

    | 72 | 3M Company |

  76. Annual incentive

    Business performance factor. The business performance factor is based on performance versus pre-established goals for Local Currency Sales, Operating Income, and Operating Cash Flow, measured at the 3M Worldwide level, and for Ms. Bauer and Mr. Goralski, at the business unit level. These metrics and weightings were selected because they most strongly align with our business strategy to drive value for 3M. The metrics, relevant business unit (3M Worldwide or business unit, as applicable), financial goals, and results used to calculate the business performance factor for each Named Executive Officer for the 2024 AIP are shown below.

  77. 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 | 25,809 | | | 101% | 112.5% | | 37.5% | | | | | | | | | | | | | | 23,607 | 25,660 | 27,713 | | | | | | Operating Income vs. Plan | 3M Worldwide | 5,499 | | | 103% | 120.0% | | 40.0% | | | | | | | | | | | | | | 4,548 | 5,350 | 6,153 | | | | | | Operating Cash Flow vs. Plan | 3M Worldwide | 5,421 | | | 108% | 153.3% | | 51.1% | | | | | | | | | | | | | | $4,259 | $5,010 | $5,762 | | | | | | Business Performance Factor | | | | | | | | 128.6% |

  78. Business performance factor calculation for Ms. Bauer*

    | Performance metric | Business unit | Threshold ($) | Target ($) | Maximum ($) | Actual vs. target | Payout % | Weighting | Weighted payout % | | Local Currency Sales vs. Plan | Transportation and Electronics | 7,510 | | | 102% | 125.0% | | 41.7% | | | | | | | | | | | | | | 6,794 | 7,385 | 7,976 | | | | | | Operating Income vs. Plan | Transportation and Electronics | 1,722 | | | 106% | 140.0% | | 46.7% | | | | | | | | | | | | | | 1,385 | 1,629 | 1,873 | | | | | | Operating Cash Flow vs. Plan | 3M Worldwide | 5,421 | | | 108% | 153.3% | | 51.1% | | | | | | | | | | | | | | $4,259 | $5,010 | $5,762 | | | | | | Business Performance Factor | | | | | | | | 139.4% |

  79. Business performance factor calculation for Mr. Goralski*

    | Performance metric | Business unit | Threshold ($) | Target ($) | Maximum ($) | Actual vs. target | Payout % | Weighting | Weighted payout % | | Local Currency Sales vs. Plan | Safety and Industrial | 11,036 | | | 100% | 100.0% | | 33.3% | | | | | | | | | | | | | | 10,198 | 11,085 | 11,972 | | | | | | Operating Income vs. Plan | Safety and Industrial | 2,527 | | | 101% | 106.7% | | 35.6% | | | | | | | | | | | | | | 2,134 | 2,511 | 2,888 | | | | | | Operating Cash Flow vs. Plan | 3M Worldwide | 5,421 | | | 108% | 153.3% | | 51.1% | | | | | | | | | | | | | | $4,259 | $5,010 | $5,762 | | | | | | Business Performance Factor | | | | | | | | 120.0% |

  80. Business performance factor calculation for Mr. Goralski*

    | Committee consideration of 2024 Annual Incentive Plan performance targets | | •The targets for the performance metrics under the Annual Incentive Plan (AIP) were established at the start of 2024 and recast in May to take into consideration the spin-off of Solventum. See “Impact of Solventum spin-off on 2024 incentive plans” on page 60 for additional details. •When approving the target levels for performance metrics, the Committee considered the Enterprise Operating Plan approved by the Board for 2024. The Board’s approval process for the Enterprise Operating Plan was thorough and comprehensive, taking into account a wide range of inputs, including estimates of Worldwide GDP and Worldwide IPI for 2024, macroeconomic and specific market trends, key enterprise strategies, and various potential scenarios. The Committee’s approach was intended to ensure that the 2024 performance targets were not only challenging but also incentivized significant progress on the Company’s transformation priorities and appropriately reflected the complex operating environment facing the Company. •Local Currency Sales vs. Plan targets were set to reflect positive year-over-year growth rates for the Company and each individual business division, despite anticipated challenging overall macroeconomic and industry conditions •Operating Income vs. Plan targets required the achievement of double-digit year-over-year growth with an intent to incentivize effective and on-time execution of the restructuring and productivity initiatives planned for 2024 •Operating Cash Flow vs. Plan target was set at a level that reflects a cash flow conversion rate above the median performance of the comparable compensation peers, consistent with the prior year’s practice, and was intended to continue incentivizing effective working capital management •When the Committee set the 2024 target levels for the AIP, it recognized the potential for significant cash payments in 2024 due to the 2023 settlement agreements with U.S.-based Public Water Suppliers and for Combat Arms Earplugs. Since the settlement payments were adjusted out when setting initial guidance and it was anticipated that such payments would be adjusted out when updating guidance and reporting results throughout the year, the Committee chose not to reflect the settlement payments in the 2024 goals. The Committee instead decided to adjust the performance results used to calculate incentive compensation payouts to closely align with the Company’s reported, non-GAAP financial results, consistent with its historical practice. This approach ensures that participants are compensated based on the Committee’s assessment of the Company’s 2024 operating performance, which closely aligns with the Company’s publicly reported non-GAAP financial results. •The Committee believes all of the goals were set to be rigorous, consistent and aligned with the Company’s strategic priorities, significant transformation initiatives, internal operating plan, business outlook, objective of increasing long-term shareholder value, and pay-for-performance philosophy. |

  81. Business performance factor calculation for Mr. Goralski*

    | | (a) | (b) | (c) | (d) | (e) = (a) × (b) × (c) + (d) | | Named Executive Officer | Total weighted- average target AIP payout* ($) | Business performance factor | Individual performance multiplier | Sustainability modifier ($) | Approved 2024 AIP payout** ($) | | William M. Brown | 2,108,610 | 128.6% | 100% | — | 2,711,725 | | Michael F. Roman | 2,039,448 | 128.6% | 100% | — | 2,622,780 | | Anurag Maheshwari | 384,962 | 128.6% | 100% | — | 495,070 | | Wendy A. Bauer | 436,262 | 139.4% | 100% | — | 608,301 | | Peter D. Gibbons | 882,075 | 128.6% | 100% | — | 1,134,370 | | Christian T. Goralski | 769,500 | 120.0% | 100% | — | 923,426 |

  82. Long-term incentives

    Long-term incentives 3M provides its executives with long-term incentives to motivate long-term shareholder value creation and incentivize retention. For 2024, the Committee chose to deliver 50 percent of the target grant value of the annual long-term incentive awards granted to each NEO (other than Ms. Reinseth) in the form of performance shares. The remaining 50 percent was delivered in the form of stock options for Mr. Brown and Mr. Roman, to strongly align their pay delivery to 3M’s stock price improvement, and in the form of RSUs for the other NEOs, to promote retention and align their interests with those of shareholders. Ms. Reinseth received 100 percent of her target grant value in the form of RSUs. 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. Information about special awards granted to the Named Executive Officers is provided below.

  83. 2024 performance share awards

    2024 performance share awards Performance shares awarded in 2024 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 2024, 2025, and 2026. 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: 2024 — 50 percent; 2025 — 30 percent; and 2026 — 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 or spin-off). 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, 2026, 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 against the goals set forth below, generally subject to continued employment. If the Company’s performance falls between any of the percentages specified, the number of shares of 3M common stock earned will be determined by linear interpolation.

  84. 2024 performance share awards

    | 2025 Proxy Statement | 77 |

  85. 2024 performance share awards

    | (Dollars in millions) | | | | | | | 2024 Performance share award targets | | | 2024 Performance levels | 2025-2026 Performance levels | Payout level (% of target) | | Adjusted Earnings per Share Growth | | Threshold* | 10.0% | 1.0% | 6 2/3% | | | | Target | 14.0% | 3.25% | 33 1/3% | | | | Maximum | 18.0% | 5.5% | 66 2/3% | | Relative Organic Sales Growth | | Threshold* | -1.0% | -1.0% | 6 2/3% | | | | Target | 0.0% | 0.0% | 33 1/3% | | | | Maximum | 1.0% | 1.0% | 66 2/3% | | Free Cash Flow Growth | | Threshold* | $3,430 | 1.0% | 6 2/3% | | | | Target | $3,810 | 3.25% | 33 1/3% | | | | Maximum | $4,195 | 5.5% | 66 2/3% |

  86. 2024 performance share awards

    * No payout is provided for below threshold performance.

  87. 2024 performance share awards

    | Committee consideration of 2024 long-term incentive performance targets •Following the completion of the Spin-Off in April 2024, the Committee recast the 2024 goals for all outstanding performance share awards to reflect the Company on a continuing operations basis, excluding the Health Care business. See section "Impact of Solventum spin-off on 2024 incentive plans" on page 60 for additional details. •Adjusted Earnings per Share performance levels (threshold, target, and maximum) for 2024 equaled 10 percent, 14 percent, and 18 percent, respectively, with the 14 percent target reflecting the mid-point of the publicly disclosed 2024 earnings per share guidance calculated on a continuing operations basis •Relative Organic Sales Growth targets were not recast given the relative nature of the metric. The relative performance continued to be measured against the market benchmark, a blend of Worldwide IPI and GDP, in each case, as published by S&P Global Market Intelligence no later than 30 days following completion of the relevant year •Free Cash Flow Growth performance hurdles maintained a range of 90 percent to 110 percent of adjusted free cash flow conversion on continuing operations after the Spin-Off •When the Committee set the 2024 performance share award goals, it recognized the potential for significant cash payments in 2024 due to the 2023 settlement agreements with U.S.-based Public Water Suppliers and for Combat Arms Earplugs. Since the settlement payments were adjusted out when setting initial guidance and it was anticipated that such payments would be adjusted out when updating guidance and reporting results throughout the year, the Committee chose not to reflect the settlement payments in the 2024 goals. The Committee instead decided to adjust the performance results used to calculate incentive compensation payouts to closely align with the Company’s reported, non-GAAP financial results, consistent with its historical practice. This approach ensures that participants are compensated based on the Committee’s assessment of the Company’s 2024 operating performance, which closely aligns with the Company’s publicly reported non-GAAP financial results. •The Committee believes all of the performance goals were set to be rigorous, consistent and aligned with the Company’s strategic priorities, significant transformation initiatives, internal operating plan, business outlook, objective of increasing long-term shareholder value, and pay-for-performance philosophy. |

  88. 2024 performance share awards

    The above targets are not a prediction of how 3M will perform during the years 2024 through 2026 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, and subsequently recast after the Spin-Off, 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.

  89. 2024 performance share awards

    | 78 | 3M Company |

  90. 2024 stock options

    2024 stock options We grant stock options to provide incentives to increase 3M’s stock price over the long term. Stock options granted to the Named Executive Officers in 2024 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.

  91. 2024 restricted stock units

    2024 restricted stock units We grant RSUs to align the interests of our executives with those of our shareholders, and to promote the long-term retention of our executive talent. RSUs granted to the Named Executive Officers in 2024 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. * Due to administrative complexities related to the Spin-Off, the grant date of the 2024 annual long-term incentive awards was delayed until May 3, 2024. To minimize the impact of this delay on approximately 4,000 award recipients, the Committee chose to set the vesting dates for all 2024 annual stock option and RSU awards (other than those granted to Mr. Brown and other award recipients hired after May 1, 2024) consistent with the vesting dates that would have been used if the grants had been made on February 6, 2024 (i.e., the original intended grant date that otherwise would have been used but for the delay caused by the Spin-Off). Since Mr. Brown and the other award recipients hired after May 1, 2024 (including Mr. Maheshwari and Ms. Bauer) were not negatively affected by the delayed grant date established for the 2024 annual long-term incentive awards, the Committee chose to use the standard vesting schedules noted above for their awards.

  92. 2024 annual long-term incentive awards

    2024 annual long-term incentive awards After considering the most recent compensation data available from companies in the Peer Groups and 2023 individual performance, the Committee approved (and in the case of Mr. Brown and Mr. Roman, the independent members of the Board of Directors ratified) the target grant values for the Named Executive Officers’ 2024 annual long-term incentive awards. Mr. Brown’s annualized target grant value was set at $13 million in light of his unique qualifications and proven executive track record of successfully leading a large-cap public technology company for over 10 years and to ensure competitiveness with target pay rates at the peer companies. Mr. Roman’s target grant value was set at the same level in recognition of the critical importance of the significant services and contributions he was expected to provide as Executive Chairman and to support internal pay equity. For 2024, the Committee chose to deliver each Named Executive Officer’s target grant value using a mix of performance shares, stock options, and RSUs, as set forth in the table below. Amounts shown exclude the target grant value of special awards, such as one-time make-whole and inducement awards granted in connection with the commencement of employment or retention awards.

  93. 2024 annual long-term incentive awards

    | Name(1) | Target grant value of 2024 annual performance share awards ($) | Target grant value of 2024 annual stock option awards ($) | Target grant value of 2024 annual RSU awards ($) | Aggregate target grant value of all 2024 annual awards ($) | | William M. Brown (joined 3M eff. May 1, 2024) | 4,333,333 | 4,333,333 | — | 8,666,666(2) | | Michael F. Roman | 6,500,000 | 6,500,000 | — | 13,000,000 | | Anurag Maheshwari (joined 3M eff. September 1, 2024) | 666,667 | — | 666,667 | 1,333,334(2) | | Wendy A. Bauer (joined 3M eff. June 17, 2024) | 915,834 | — | 915,834 | 1,831,668(2) | | Peter D. Gibbons | 2,471,000 | — | 2,471,000 | 4,942,000 | | Christian T. Goralski | 2,000,000 | — | 2,000,000 | 4,000,000 | | Monish Patolawala | 3,155,000 | — | 3,155,000 | 6,310,000(3) |

  94. 2024 annual long-term incentive awards

    (1)As noted above, due to the interim nature of her role, Ms. Reinseth is not included in these CD&A tables. See “Ms. Reinseth’s compensation” on page 81 for more information. (2)The amounts shown for Mr. Brown, Mr. Maheshwari, and Ms. Bauer have been prorated to reflect the portion of the year worked for the Company. (3)All of the 2024 annual long-term incentive awards granted to Mr. Patolawala were forfeited upon his cessation of employment with the Company.

  95. 2024 annual long-term incentive awards

    | 2025 Proxy Statement | 79 |

  96. William M. Brown

    William M. Brown The Committee approved the following items for Mr. Brown in connection with his appointment as Chief Executive Officer of the Company: (i) a special one-time inducement RSU award, effective May 3, 2024, with a target grant value of $2.5 million vesting in equal installments on each of the first three anniversaries of the grant date, subject to his continued employment; (ii) a special one-time inducement performance share award, effective May 3, 2024, with a target grant value of $2.5 million; (iii) a $3 million cash hiring bonus; and (iv) relocation benefits under 3M’s relocation policy. The performance period, goals, and vesting terms for the special one-time inducement performance share award are the same as those of the annual grants made to the Company’s executive officers in 2024. See “2024 performance share awards” beginning on page 77 for more detail. Mr. Brown will be required to repay some (or all) of the hiring bonus, less any taxes withheld by the Company at the time of payment, if, before the third anniversary of his commencement of employment with the Company, he resigns from employment with the Company or the Company executes a written determination that he engaged in “Misconduct” (as defined in, and determined in accordance with, the 3M Company 2016 Long-Term Incentive Plan).

  97. Anurag Maheshwari

    Anurag Maheshwari The Committee approved the following items for Mr. Maheshwari in connection with his appointment as Executive Vice President and Chief Financial Officer of the Company: (i) a special one-time make-whole RSU award, effective October 1, 2024, with a target grant value of $4.5 million vesting in equal installments on each of the first three anniversaries of the grant date, subject to his continued employment; (ii) a $3.15 million cash hiring bonus; and (iii) relocation benefits under 3M’s relocation policy. The make-whole RSU award and a significant portion of the hiring bonus were intended to offset the estimated value of certain unvested equity awards and annual incentive compensation that Mr. Maheshwari forfeited when he left his prior employer to join 3M. Mr. Maheshwari will be required to repay some (or all) of the hiring bonus, less any taxes withheld by the Company at the time of payment, if, before the third anniversary of his commencement of employment with the Company, he resigns from employment with the Company or the Company executes a written determination that he engaged in “Misconduct” (as defined in, and determined in accordance with, the 3M Company 2016 Long-Term Incentive Plan).

  98. Wendy A. Bauer

    Wendy A. Bauer The Committee approved the following items for Ms. Bauer in connection with her appointment as the Company’s Group President, Transportation and Electronics: (i) a special one-time make-whole RSU award, effective July 1, 2024, with a target grant value of $1.6 million vesting in equal installments on each of the first two anniversaries of the grant date, subject to her continued employment; (ii) a $1.2 million cash hiring bonus; and (iii) relocation benefits under 3M’s relocation policy. The make-whole RSU award and the hiring bonus were intended to partially offset the estimated value of certain unvested equity awards and annual incentive compensation that Ms. Bauer forfeited when she left her prior employer to join 3M.

  99. Wendy A. Bauer

    Ms. Bauer will be required to repay the hiring bonus if, before the third anniversary of her commencement of employment with the Company, she resigns from employment with the Company or the Company executes a written determination that she engaged in “Misconduct” (as defined in, and determined in accordance with, the 3M Company 2016 Long-Term Incentive Plan). In addition to the service-based vesting terms described above, each of the equity awards granted in connection with each executive’s commencement of employment also provides for continued or accelerated vesting in connection with certain events (e.g., vesting upon termination due to death, disability, or a qualifying termination of the recipient’s employment following a change in control). Each of the make-whole RSU awards also provides for continued vesting in the event of a termination of the executive’s employment by the Company for reasons other than misconduct, subject to his or her execution of an effective and irrevocable general release of all employment-related claims against the Company and its affiliates.

  100. Ms. Reinseth’s compensation

    Ms. Reinseth’s compensation As noted above, Ms. Reinseth served temporarily as Interim Chief Financial Officer from August 1, 2024, to August 31, 2024. Ms. Reinseth’s compensation was not adjusted as a result of her service as Interim Chief Financial Officer, except for the special retention awards described below. In order to ensure continuity following Mr. Patolawala’s resignation as Chief Financial Officer and Ms. Reinseth’s continued efforts towards the Company’s long-term success, effective August 1, 2024, Ms. Reinseth received: (i) a special service-based RSU award with a target grant value of $750,000 and (ii) a special service-based cash award with a target grant value of $200,000. The special RSU award will be eligible to vest in full on August 1, 2027, subject to Ms. Reinseth’s continued employment with the Company, except for limited circumstances in accordance with Company standard provisions for such awards (e.g., vesting upon termination due to death, disability, or a qualifying termination following a change in control). The special cash award will be eligible to vest 50 percent on July 31, 2025 and 50 percent on July 31, 2026, subject to Ms. Reinseth’s continued employment with the Company, except for limited circumstances in accordance with the Company’s standard practices for such awards (e.g., in the event of a termination by the Company for reasons other than misconduct). Otherwise, Ms. Reinseth’s 2024 compensation consisted of an annual base salary of $504,465, an AIP opportunity with a target of $248,277, and annual long-term incentive compensation with an aggregate performance-adjusted target grant value of $546,000.

  101. Vesting of Mr. Patolawala’s 2023 performance-based RSU award

    Vesting of Mr. Patolawala’s 2023 performance-based RSU award In recognition of Mr. Patolawala’s efforts towards the Company’s long-term success, including the successful 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, 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 was exclusively performance-based and was eligible to vest on June 30, 2024, but only if four critical strategic initiatives related to 3M’s transformation were achieved.

  102. Vesting of Mr. Patolawala’s 2023 performance-based RSU award

    | Realignment of Global Service Centers and Strategic Planning | Provide satisfactory change leadership for the Global Service Centers 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 Spin-Off |

  103. Vesting of Mr. Patolawala’s 2023 performance-based RSU award

    If any one of the four performance goals was not achieved, no portion of the award would 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 was 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 for reasons other than misconduct, provided in such case that all of the performance goals are still timely achieved).

  104. Vesting of Mr. Patolawala’s 2023 performance-based RSU award

    | 2025 Proxy Statement | 81 |

  105. Vesting of Mr. Patolawala’s 2023 performance-based RSU award

    The performance period for the Performance-based RSU Award issued to Mr. Patolawala ended on June 30, 2024. The Committee confirmed Mr. Patolawala’s successful achievement of the four preestablished performance goals underlying the Performance-based RSU Award and Mr. Patolawala fully vested in the award.

  106. Status of performance share awards

    Status of 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 2024 performance share awards relate to the years 2024, 2025, and 2026. Similarly, the performance goals for 2023 performance share awards relate to the years 2023, 2024, and 2025, 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. This structure was intended to reduce motivation to maximize performance in any one period by providing the highest-level rewards only by building sustainable long-term results. In response to shareholder feedback, the Committee revised the design of the 2025 performance share awards to use a single measurement period for the entire three-year performance period spanning 2025, 2026, and 2027, with results measured cumulatively.

  107. Status of performance share awards

    | | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | | 2022 PSA | Year 1 (50%) | Year 2 (30%) | Year 3 (20%) | | | | | 2023 PSA | | Year 1 (50%) | Year 2 (30%) | Year 3 (20%) | | | | 2024 PSA | | | Year 1 (50%) | Year 2 (30%) | Year 3 (20%) | | | 2025 PSA | | | | Years 1-3 (100%) | | |

  108. Status of 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 graphics and tables below summarize the status of the different performance share awards held by the Named Executive Officers as of December 31, 2024.

  109. Status of performance share awards

    | 2025 Proxy Statement | 83 |

  110. Percent of target performance shares accrued by year*

    Percent of target performance shares accrued by year*

  111. 2023 performance share awards

    2023 performance share awards

  112. 2024 performance share awards

    2024 performance share awards * Amounts shown reflect the percent of target shares accrued based on the performance results for the specified year. The sum of the percentages accrued for each year during the performance period may differ slightly from the final total payout reported due to rounding.

  113. 2024 performance 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 (as recast to reflect the Spin-Off). |

  114. 2024 PSA (2024-2026 measurement period)(1)

    | | | | | | Payout level (% of target) | Performance year and weighting | Actual result(2) | Percent of target performance shares accrued | | | | | Performance levels for... | | | | | | | | | | 2024 | 2025/2026 | | | | | | Adjusted Earnings per Share Growth | | Threshold(3) | 10.0% | 1.0% | 6.7% | Year 1 – 50% | 20.0% | 33.3% | | | | Target | 14.0% | 3.25% | 33.3% | Year 2 – 30% | | | | | | Maximum | 18.0% | 5.5% | 66.7% | Year 3 – 20% | | | | Relative Organic Sales Growth(4) | | Threshold(3) | -1.0% | -1.0% | 6.7% | Year 1 – 50% | 0.9% | 31.7% | | | | Target | —% | —% | 33.3% | Year 2 – 30% | | | | | | Maximum | 1.0% | 1.0% | 66.7% | Year 3 – 20% | | | | Free Cash Flow Growth | | Threshold(3) | $3,430 | 1.0% | 6.7% | Year 1 – 50% | $4,309 | 33.3% | | | | Target | $3,810 | 3.25% | 33.3% | Year 2 – 30% | | | | | | Maximum | $4,195 | 5.5% | 66.7% | Year 3 – 20% | | | | | | | | | | | Total | 98.3% |

  115. 2023 PSA (2023-2025 measurement period)

    | | | | | | | Payout level (% of target) | Performance year and weighting | Actual result(2) | Percent of target performance shares accrued | | | | | Performance levels for... | | | | | | | | | | | 2023 | 2024 | 2025 | | | | | | Adjusted Earnings per Share Growth | | Threshold(3) | -6.0% | 10.0% | 2.0% | 6.7% | Year 1 – 50% | -0.4% | 16.7% | | | | Target | -4%-0% | 14.0% | 5.0% | 33.3% | Year 2 – 30% | 20.0% | 20.0% | | | | Maximum | 1.0% | 18.0% | 8.0% | 66.7% | Year 3 – 20% | | | | Relative Organic Sales Growth(4) | | Threshold(3) | -2.9% | -1.5% | -1.5% | 6.7% | Year 1 – 50% | -2.8% | 4.2% | | | | Target | -1.4%-0% | —% | —% | 33.3% | Year 2 – 30% | 0.9% | 16.0% | | | | Maximum | 0.5% | 1.5% | 1.5% | 66.7% | Year 3 – 20% | | | | Free Cash Flow Growth | | Threshold(3) | -2.0% | 2.0% | 2.0% | 6.7% | Year 1 – 50% | 30.3% | 33.3% | | | | Target | 3.0% | 5.0% | 5.0% | 33.3% | Year 2 – 30% | 4.9% | 9.7% | | | | Maximum | 8.0% | 8.0% | 8.0% | 66.7% | Year 3 – 20% | | | | | | | | | | | | Total | 99.9% |

  116. 2022 PSA (2022-2024 measurement period)

    | | | | | | | Payout level (% of target) | Performance year and weighting | Actual result(2) | Actual payout accrued (% of target) | | | | | Performance levels for... | | | | | | | | | | | 2022 | 2023 | 2024 | | | | | | Adjusted Earnings per Share Growth | | Threshold(3) | 1.0% | 3.0% | 10.0% | 6.7% | Year 1 – 50% | -0.2% | —% | | | | Target | 4.0% | 6.0% | 14.0% | 33.3% | Year 2 – 30% | -6.5% | —% | | | | Maximum | 7.0% | 9.0% | 18.0% | 66.7% | Year 3 – 20% | 20.0% | 13.3% | | Relative Organic Sales Growth(4) | | Threshold(3) | -1.5% | -1.5% | -1.5% | 6.7% | Year 1 – 50% | -1.7% | —% | | | | Target | —% | —% | —% | 33.3% | Year 2 – 30% | -4.7% | —% | | | | Maximum | 1.5% | 1.5% | 1.5% | 66.7% | Year 3 – 20% | 0.9% | 10.7% | | Free Cash Flow Growth | | Threshold(3) | -7.0% | 3.0% | 3.0% | 6.7% | Year 1 – 50% | -21.5% | —% | | | | Target | -4.0% | 6.0% | 6.0% | 33.3% | Year 2 – 30% | 30.3% | 20.0% | | | | Maximum | -1.0% | 9.0% | 9.0% | 66.7% | Year 3 – 20% | 4.9% | 4.7% | | | | | | | | | | Total | 48.7% |

  117. 2022 PSA (2022-2024 measurement period)

    | Changes to our performance share award design for 2025 The Committee believes that the Company’s incentive compensation program should incorporate shareholder feedback where appropriate and be tied to key metrics that are consistent with 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 performance share awards offered to the Company’s executives in 2025, as described below. Changes to metrics and weightings | | | | 2024 design | 2025 design | Rationale for changes | | Adjusted EPS Growth (weighted 33⅓%) | Adjusted EPS (weighted 50%) | •Strengthens alignment of payouts with external guidance and reporting •Incentivizes financial health and liquidity •Performance results can be measured cumulatively over a three-year period •Simplifies design and improves clarity for participants and other stakeholders | | Free Cash Flow Growth (weighted 33⅓%) | Free Cash Flow (weighted 50%) | | | Relative Organic Sales Growth (weighted 33⅓%) | Relative TSR Modifier* (±20%) | •Strengthens alignment of payouts with the shareholder experience •Responsive to shareholder desire for a relative performance metric | | * The constituents of the S&P 500 Industrials sub-index will be used as the comparator group for the Relative TSR Modifier. | | | | Change from three one-year performance measurement periods to a single three-year cumulative performance measurement period To foster a greater focus on the long term, our 2025 performance share program will measure performance against three-year cumulative Adjusted EPS and Free Cash Flow goals. Relative TSR also will be measured over a three-year performance period. | | | | 2024 design | 2025 design | Rationale for changes | | Three one-year goals set upfront for each metric •Year 1 weighted 50% •Year 2 weighted 30% •Year 3 weighted 20% | Three-year cumulative goals set upfront for each metric | •Better incentivizes focus on long-term performance •Responsive to shareholder feedback |

  118. Policies and practices related to the grant of certain equity awards

    Policies and practices related to the grant of certain equity awards The Committee generally approves the grant of annual long-term incentive awards, including any stock options, at approximately the same time every year. Specifically, the Committee generally approves the grant of stock options in early February, at least three trading days following the release of the Company’s annual earnings. However, due to administrative complexities arising from the Spin-Off, the 2024 grant was approved on April 1, 2024, effective as of May 3, 2024, which date was the third trading day following the release of the Company’s earnings (and Form 10-Q filing) for the first quarter of 2024. The grant date of off-cycle option awards, including one-time awards granted in connection with the commencement of employment, retention awards, or other special grants, generally is set as the first trading day of the calendar month following the approval date (or hire date, if later). Stock options have an exercise price equal to the closing price of a share of 3M common stock on the NYSE for the grant date. We do not grant stock options or similar equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, nor do we time the public release of such information based on stock option grant dates. During fiscal year 2024, none of our NEOs were awarded stock options with an effective grant date during the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information (other than a current report on Form 8-K disclosing a material new option award grant under Item 5.02(e) of that form), and ending one business day after the filing or furnishing of such report.

  119. 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. See “Potential payments upon termination or change in control” beginning on page 103 for additional information concerning the benefits made available under the Severance Plan and the circumstances under which benefits will be made available.

  120. Severance benefits

    | 2025 Proxy Statement | 89 |

  121. Clawback policy and other remedial actions

    During the period beginning on January 1, 2024, through the date of this Proxy Statement, the Company was not required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Company’s clawback policy. 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.

  122. 2024 summary compensation table

    2024 summary compensation table The following table shows the compensation earned or received during 2024, 2023, and 2022 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).

  123. 2024 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 ($)(6) | Total ($) | | William M. Brown(7)(8) | 2024 | 1,200,000 | 3,000,000 | 9,333,492 | 4,333,801 | 2,711,725 | — | 612,013 | 21,191,031 | | Chairman of the Board and Chief Executive Officer | | | | | | | | | | | Michael F. Roman(9) | 2024 | 1,165,399 | — | 6,500,015 | 6,500,701 | 2,622,780 | 269,417 | 154,693 | 17,213,005 | | Executive Advisor to the Board and Former Executive Chairman of the Board | 2023 | 1,464,544 | — | 6,000,053 | 5,999,289 | 2,665,470 | — | 295,210 | 16,424,566 | | | 2022 | 1,406,250 | — | 5,500,066 | 5,500,883 | 1,327,676 | — | 296,512 | 14,031,387 | | Anurag Maheshwari(8)(10) | 2024 | 350,000 | 3,150,000 | 5,833,685 | — | 495,070 | — | 120,953 | 9,949,708 | | Executive Vice President and Chief Financial Officer | | | | | | | | | | | Wendy A. Bauer(8)(11) | 2024 | 434,215 | 1,200,000 | 3,431,707 | — | 608,301 | — | 148,347 | 5,822,571 | | Group President, Transportation and Electronics | | | | | | | | | | | Peter D. Gibbons | 2024 | 882,076 | — | 4,942,021 | — | 1,134,370 | — | 210,692 | 7,169,159 | | Group President, Enterprise Supply Chain | 2023 | 832,500 | — | 3,140,136 | — | 1,038,960 | — | 173,477 | 5,185,073 | | | 2022 | 803,702 | — | 3,020,120 | — | 417,734 | — | 122,621 | 4,364,177 | | Christian T. Goralski(8) | 2024 | 769,500 | — | 4,000,054 | — | 923,426 | — | 146,709 | 5,839,688 | | Group President, Safety and Industrial | | | | | | | | | | | Theresa E. Reinseth(8) | 2024 | 496,404 | 300,000 | 1,716,250 | — | 367,183 | 125,888 | 42,876 | 3,048,601 | | Corporate Controller and Chief Accounting Officer | | | | | | | | | | | Monish Patolawala(12) | 2024 | 822,017 | — | 9,312,038 | — | — | — | 89,792 | 10,223,847 | | Former President and Chief Financial Officer | 2023 | 1,292,088 | — | 4,397,395 | 1,465,587 | 1,545,337 | — | 254,530 | 8,954,937 | | | 2022 | 1,100,469 | — | 4,192,661 | 1,397,729 | 793,011 | — | 171,641 | 7,655,511 |

  124. 2024 summary compensation table

    FOOTNOTES TO 2024 SUMMARY COMPENSATION TABLE (1)For each of Mr. Brown, Mr. Maheshwari, and Ms. Bauer, the amount in the Bonus column reflects a one-time cash hiring bonus negotiated in connection with their commencement of employment with the Company. For Ms. Reinseth, the amount in the Bonus column reflects the value of a special cash retention award she received due to her critical role in executing the Spin-Off and resolving the Combat Arms Earplugs litigation matter. (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 21 to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 5, 2025. The amounts included in this column for the performance share awards made during 2024 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. Brown — $13,666,868; Mr. Roman — $13,000,030; Mr. Maheshwari — $1,333,594; Ms. Bauer — $1,831,706; Mr. Gibbons — $4,942,021; Mr. Goralski — $4,000,054; Mr. Patolawala — $6,310,087. Ms. Reinseth did not receive a performance share award during 2024.

  125. 2024 summary compensation table

    | 92 | 3M Company |

  126. 2024 summary compensation table

    (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 21 to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 5, 2025. (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 15 to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 5, 2025. 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 2024. 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. (7)Mr. Brown joined the Company and was appointed Chief Executive Officer, effective May 1, 2024. (8)No amounts are reported for Mr. Brown, Mr. Maheshwari, Ms. Bauer, Mr. Goralski, or Ms. Reinseth for the years 2022 and 2023, since each first became a Named Executive Officer after those years. (9)Mr. Roman served as 3M’s Chairman of the Board from May 2019 through February 2025 and as 3M’s Chief Executive Officer from July 2018 through April 2024. As announced on February 10, 2025, Mr. Roman resigned from the Board, effective March 1, 2025, but agreed to continue to serve as Executive Advisor to the Board until his retirement from 3M on May 1, 2025. (10)Mr. Maheshwari joined the Company and was appointed Executive Vice President and Chief Financial Officer, effective September 1, 2024. (11)Ms. Bauer joined the Company and was appointed Group President, Transportation and Electronics, effective June 17, 2024. (12)Mr. Patolawala terminated employment with the Company, effective July 31, 2024. As discussed in “Other arrangements — Vesting of Mr. Patolawala’s 2023 performance-based RSU award,” Mr. Patolawala received a special performance-based RSU grant in June 2023 with a target value of $2.5 million that vested in full on June 30, 2024 following achievement of specified qualitative performance criteria. Under ASC Topic 718, due to the subjective nature of the performance vesting criteria, the special award generally was not considered “granted” for financial reporting purposes until the Compensation and Talent Committee certified the satisfaction of the performance criteria in May 2024 and, therefore, the grant date fair value of the award, computed in accordance with ASC Topic 718 excluding the effect of estimated forfeitures, is reported in the Stock Awards column for 2024.

  127. 2024 summary compensation table

    | 2025 Proxy Statement | 93 |

  128. 2024 summary compensation table

    2024 all other compensation table

  129. 2024 summary compensation table

    | Name | 401(k) company contributions ($)(1) | VIP Excess Plan company contributions ($)(2) | Executive life insurance ($)(3) | Financial planning ($)(4) | Personal aircraft use ($)(5) | Security systems/ services ($)(6) | Other ($)(7) | Total ($) | | William M. Brown | 25,350 | 107,002 | — | 10,000 | 322,296 | — | 147,365 | 612,013 | | Michael F. Roman | 7,579 | — | 45,720 | 15,000 | 85,267 | 1,127 | — | 154,693 | | Anurag Maheshwari | 27,225 | 15,002 | — | 5,000 | — | — | 73,726 | 120,953 | | Wendy A. Bauer | 27,600 | 27,972 | 8,188 | 8,750 | — | — | 75,838 | 148,347 | | Peter D. Gibbons | 27,600 | 144,332 | 23,760 | 15,000 | — | — | — | 210,692 | | Christian T. Goralski | 27,600 | 90,171 | 13,938 | 15,000 | — | — | — | 146,709 | | Theresa E. Reinseth | 9,871 | 16,037 | 6,968 | 10,000 | — | — | — | 42,876 | | Monish Patolawala | 27,600 | 38,162 | 9,030 | 15,000 | — | — | — | 89,792 |

  130. 2024 summary compensation table

    FOOTNOTES TO 2024 ALL OTHER COMPENSATION TABLE (1)Amounts shown reflect 3M matching and additional automatic contributions under the tax-qualified 3M Voluntary Investment Plan and Employee Stock Ownership Plan. All eligible employees under this plan may receive 3M matching contributions on their pre-tax or Roth 401(k) contributions to the plan on up to five percent of their eligible pay. Eligible employees hired on or after January 1, 2009, also receive additional automatic 3M retirement income contributions equal to three percent of their eligible pay. (2)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 those provided under the tax-qualified 3M Voluntary Investment Plan and Employee Stock Ownership Plan. (3)Amounts shown reflect the premiums paid by the Company on behalf of each individual for additional group term life insurance coverage obtained for them under the Executive Life Insurance Plan. (4)Amounts shown reflect the allowance provided to each executive for personal financial planning and tax return preparation services. (5)This amount reflects the aggregate incremental cost to the Company for Mr. Brown's and Mr. Roman's personal use of aircraft chartered, leased, or operated by the Company during 2024 (referred to as "3M Aircraft"). Among other things, this includes the incremental costs associated with Mr. Brown’s personal travel on 3M Aircraft between his primary residence in Florida and the Company’s headquarters in Minnesota until the completion of his relocation. The Committee anticipates that the incremental cost associated with Mr. Brown’s personal use of 3M Aircraft will be lower in future years. The aggregate incremental cost was calculated by combining the variable operating costs of such travel, including the incremental costs incurred (if any) to charter or lease the aircraft and the incremental costs incurred for fuel, landing fees, parking fees, trip preparation fees, en route communication charges, en route navigation charges, on-board catering, and crew travel expenses. For personal security reasons, the Board of Directors requires our Chief Executive Officer to use 3M Aircraft for all air travel, both business and personal. Similarly, for his safety, security, and convenience, the Board of Directors permitted Mr. Roman to use 3M Aircraft for all air travel, whether business or personal. (6)Amounts shown reflect the expenses incurred by 3M during 2024 for home security equipment and monitoring services at the personal residence of Mr. Roman. (7)Amounts shown reflect the relocation expenses paid or reimbursed by the Company to or on behalf of the Named Executive Officer in connection with his or her move to Minnesota after accepting the Company's offer of employment in 2024. Includes the following amounts for the reimbursement of taxes each executive was required to pay on taxable relocation benefits: Mr. Brown — $68,814; Mr. Maheshwari — $29,714; and Ms. Bauer — $30,423.

  131. 2024 summary compensation table

    | 94 | 3M Company |

  132. 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 2024. 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.

  133. 2024 grants of plan-based awards table

    2024 grants of plan-based awards table

  134. 2024 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 (#) | | | | | | William M. Brown | | | | | | | | | | | | | | Pro rata 2024 PSA | 05/03/24 | 04/01/24 | | | | 8,921 | 44,605 | 89,210 | | | | 4,333,376 | | Pro rata 2024 SO | 05/03/24 | 04/01/24 | | | | | | | | 211,096 | 97.15 | 4,333,801 | | Inducement PSA | 05/03/24 | 04/01/24 | | | | 5,147 | 25,734 | 51,468 | | | | 2,500,058 | | Inducement RSU | 05/03/24 | 04/01/24 | | | | | | | 25,734 | | | 2,500,058 | | AIP | n/a | n/a | 175,647 | 2,108,610 | 4,217,220 | | | | | | | — | | Michael F. Roman | | | | | | | | | | | | | | 2024 PSA | 05/03/24 | 04/01/24 | | | | 13,381 | 66,907 | 133,814 | | | | 6,500,015 | | 2024 SO | 05/03/24 | 04/01/24 | | | | | | | | 316,644 | 97.15 | 6,500,701 | | AIP | n/a | n/a | 169,886 | 2,039,448 | 4,078,896 | | | | | | | — | | Anurag Maheshwari | | | | | | | | | | | | | | Pro rata 2024 PSA | 10/01/24 | 07/18/24 | | | | 973 | 4,865 | 9,730 | | | | 666,797 | | Pro rata 2024 RSU | 10/01/24 | 07/18/24 | | | | | | | 4,865 | | | 666,797 | | Make-whole RSU | 10/01/24 | 07/18/24 | | | | | | | 32,833 | | | 4,500,091 | | AIP | n/a | n/a | 32,067 | 384,962 | 769,923 | | | | | | | — | | Wendy A. Bauer | | | | | | | | | | | | | | Pro rata 2024 PSA | 07/01/24 | 05/13/24 | | | | 1,821 | 9,103 | 18,206 | | | | 915,853 | | Pro rata 2024 RSU | 07/01/24 | 05/13/24 | | | | | | | 9,103 | | | 915,853 | | Make-whole RSU | 07/01/24 | 05/13/24 | | | | | | | 15,903 | | | 1,600,001 | | AIP | n/a | n/a | 36,341 | 436,262 | 872,525 | | | | | | | — | | Peter D. Gibbons | | | | | | | | | | | | | | 2024 PSA | 05/03/24 | 04/01/24 | | | | 5,087 | 25,435 | 50,870 | | | | 2,471,010 | | RSU | 05/03/24 | 04/01/24 | | | | | | | 25,435 | | | 2,471,010 | | AIP | n/a | n/a | 73,477 | 882,075 | 1,764,150 | | | | | | | — | | Christian T. Goralski | | | | | | | | | | | | | | 2024 PSA | 05/03/24 | 04/01/24 | | | | 4,117 | 20,587 | 41,174 | | | | 2,000,027 | | 2024 RSU | 05/03/24 | 04/01/24 | | | | | | | 20,587 | | | 2,000,027 | | AIP | n/a | n/a | 64,099 | 769,500 | 1,539,000 | | | | | | | — | | Theresa E. Reinseth | | | | | | | | | | | | | | 2024 RSU | 05/03/24 | 04/01/24 | | | | | | | 5,621 | | | 546,080 | | Special RSU(8) | 05/03/24 | 04/01/24 | | | | | | | 4,324 | | | 420,077 | | Retention RSU(9) | 08/01/24 | 07/18/24 | | | | | | | 5,931 | | | 750,094 | | AIP | n/a | n/a | 20,681 | 248,277 | 496,553 | | | | | | | — | | Monish Patolawala | | | | | | | | | | | | | | 2024 PSA | 05/03/24 | 04/01/24 | | | | 6,495 | 32,476 | 64,952 | | | | 3,155,043 | | 2024 RSU | 05/03/24 | 04/01/24 | | | | | | | 32,476 | | | 3,155,043 | | PBRSU(10) | 05/13/24 | 05/08/23 | | | | | | | 30,131 | | | 3,001,952 | | AIP | n/a | n/a | 135,083 | 1,621,642 | 3,243,284 | | | | | | | |

  135. 2024 grants of plan-based awards table

    | 2025 Proxy Statement | 95 |

  136. 2024 grants of plan-based awards table

    FOOTNOTES TO 2024 GRANTS OF PLAN-BASED AWARDS TABLE (1)Abbreviations: PSA = performance share award; SO = Stock Option; RSU = restricted stock unit award; PBRSU = performance-based 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 2024 under the Annual Incentive Plan assuming continued employment through the end of the year. See “Annual incentive” beginning on page 72 for more information. (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 the relevant award. 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 2024, 2025, and 2026, as measured against three performance criteria selected by the Compensation and Talent Committee (Adjusted Earnings per Share Growth, Relative Organic Sales Growth, and Free Cash Flow Growth). See “Long-term incentives — 2024 performance share awards” beginning on page 77 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 share awards. (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 2024. The restricted stock unit awards granted on May 3, 2024, were part of the Company’s annual equity grants made to approximately 4,000 employees, which occurred later in the year than normal due to administrative complexities related to the Spin-Off. To minimize the impact of this delay on award recipients, the terms of the awards generally provide for vesting to occur on the third anniversary of February 6, 2024 (i.e., the grant date that otherwise would have been used but for the delay caused by the Spin-Off). Since Mr. Brown, Mr. Maheshwari, and Ms. Bauer were not negatively affected by the delayed timing of the 2024 annual equity grants, the terms of their pro rata 2024 annual restricted stock unit awards provide for vesting to occur on the third anniversary of the applicable 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 2024. The options granted on May 3, 2024, were part of the Company’s annual equity grants made to approximately 4,000 employees, which occurred later in the year than normal due to administrative complexities related to the Spin-Off. To minimize the impact of this delay, the terms of Mr. Roman’s stock option award provide for vesting in equal installments on the first three anniversaries of February 6, 2024 (i.e., the grant date that otherwise would have been used but for the delay caused by the Spin-Off). Since Mr. Brown was not negatively affected by the delayed timing of the 2024 annual equity grants, his pro rata stock option award provides for vesting in equal installments on the first three anniversaries of May 3, 2024. (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 21 to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 5, 2025. (8)These restricted stock units will be eligible to vest in installments of one-third on May 3, 2025, May 3, 2026, and May 3, 2027, subject to Ms. Reinseth’s continued employment with the Company, except for limited circumstances in accordance with the Company’s standard provisions (e.g., vesting upon termination due to death, disability, or a qualifying termination following a change in control). (9)These restricted stock units will be eligible to vest in full on August 1, 2027, subject to Ms. Reinseth’s continued employment with the Company, except for limited circumstances in accordance with the Company’s standard provisions for such awards (e.g., vesting upon termination due to death, disability, or a qualifying termination following a change in control). See “ Other arrangements — Ms. Reinseth’s compensation” on page 81 for more detail. (10)The amounts shown relate to a special performance-based RSU award that Mr. Patolawala received in June 2023 that was not considered “granted” for financial reporting purposes until the Compensation and Talent Committee certified the satisfaction of the performance criteria in May 2024, as discussed in footnote 12 to the Summary Compensation Table. See “Other arrangements — Vesting of Mr. Patolawala’s 2023 performance-based RSU award” on page 81 for more detail.

  137. 2024 grants of plan-based awards table

    | 96 | 3M Company |

  138. 2024 outstanding equity awards at fiscal year-end table

    2024 outstanding equity awards at fiscal year-end table

  139. 2024 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) | | William M. Brown | | | | | | | 89,210(15) | 11,703,460 | | | | | | | | | 51,468(15) | 6,752,087 | | | | | | | 25,734(6) | 3,376,043 | | | | | — | 211,096(2) | 97.15 | 05/02/34 | | | | | | Michael F. Roman | | | | | | | 123,722(16) | 16,885,482 | | | | | | | | | 133,814(15) | 17,555,059 | | | 45,276 | | 146.05 | 02/02/25 | | | | | | | 54,775 | | 130.14 | 02/01/26 | | | | | | | 59,369 | | 154.69 | 02/06/27 | | | | | | | 64,483 | | 205.62 | 02/05/28 | | | | | | | 41,229 | | 172.08 | 07/01/28 | | | | | | | 166,167 | | 177.01 | 02/04/29 | | | | | | | 263,349 | | 138.39 | 02/03/30 | | | | | | | 235,550 | | 154.04 | 02/01/31 | | | | | | | 164,442 | 82,221(3) | 142.94 | 02/07/32 | | | | | | | 102,262 | 204,523(4) | 102.89 | 02/06/33 | | | | | | | — | 316,644(5) | 97.15 | 05/02/34 | | | | | | Anurag Maheshwari | | | | | | | 9,730(15) | 1,262,857 | | | | | | | 32,833(7) | 4,261,395 | | | | | | | | | 4,865(8) | 631,428 | | | | Wendy A. Bauer | | | | | | | 18,206(15) | 2,375,701 | | | | | | | 15,903(9) | 2,075,182 | | | | | | | | | 9,103(10) | 1,187,850 | | | | Peter D. Gibbons | | | | | | | 32,376(16) | 4,408,848 | | | | | | | | | 50,870(15) | 6,673,635 | | | | | | | 10,565(11) | 1,497,412 | | | | | | | | | 15,262(12) | 2,082,942 | | | | | | | | | 25,435(13) | 3,336,818 | | | | Christian T. Goralski | | | | | | | 41,174(15) | 5,401,617 | | | | | | | 5,639(12) | 769,602 | | | | | | | | | 20,587(13) | 2,700,809 | | | | | 6,393 | | 146.05 | 02/02/25 | | | | | | | 6,650 | | 130.14 | 02/01/26 | | | | | | | 4,902 | | 154.69 | 02/06/27 | | | | | | | 3,558 | | 205.62 | 02/05/28 | | | | | | | 4,653 | | 177.01 | 02/04/29 | | | | | | | 7,375 | | 138.39 | 02/03/30 | | | | | | | 6,731 | | 154.04 | 02/01/31 | | | | | | | 9,834 | 4,917(3) | 142.94 | 02/07/32 | | | | |

  140. 2024 outstanding equity awards at fiscal year-end table

    | 2025 Proxy Statement | 97 |

  141. 2024 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) | | Theresa E. Reinseth | | | | | 2,655(12) | 362,349 | | | | | | | | | 4,324(6) | 567,266 | | | | | | | | | 5,621(13) | 737,419 | | | | | | | | | 5,931(14) | 773,936 | | | | | 419 | | 146.05 | 02/02/25 | | | | | | | 1,890 | | 130.14 | 02/01/26 | | | | | | | 3,349 | | 154.69 | 02/06/27 | | | | | | | 1,842 | | 205.62 | 02/05/28 | | | | | | | 1,794 | | 177.01 | 02/04/29 | | | | | | | 5,742 | | 138.39 | 02/03/30 | | | | | | | 4,488 | | 154.04 | 02/01/31 | | | | | | | 6,706 | 3,353(3) | 142.94 | 02/07/32 | | | | | | | 4,652 | 9,307(4) | 102.89 | 02/06/33 | | | | | | Monish Patolawala(17) | | | | | | | | |

  142. 2024 outstanding equity awards at fiscal year-end table

    FOOTNOTES TO 2024 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 31, 2024 ($129.09) and (ii) the aggregate amount of cash-settled dividend equivalents accrued through December 31, 2024, on each restricted stock unit or performance share, as applicable. (2)These stock options will vest in installments of one-third on each of May 3, 2025, May 3, 2026, and May 3, 2027. (3)These stock options vested in full on February 8, 2025. (4)These stock options vested or will vest in installments of one-half on each of February 7, 2025, and February 7, 2026. (5)These stock options vested or will vest in installments of one-third on each of February 6, 2025, February 6, 2026, and February 6, 2027. (6)These restricted stock units will vest in installments of one-third on each of May 3, 2025, May 3, 2026, and May 3, 2027. (7)These restricted stock units will vest in installments of one-third on each of October 1, 2025, October 1, 2026, and October 1, 2027, or immediately in the event of Mr. Maheshwari’s termination of employment by the Company for reasons other than misconduct. (8)These restricted stock units will vest in full on October 1, 2027. (9)These restricted stock units will vest in installments of one-half on each of July 1, 2025, and July 1, 2026, or immediately in the event of Ms. Bauer’s termination of employment by the Company for reasons other than misconduct. (10)These restricted stock units will vest in full on July 1, 2027. (11)These restricted stock units vested in full on February 8, 2025. (12)These restricted stock units will vest in full on February 7, 2026. (13)These restricted stock units will vest in full on February 6, 2027. (14)These restricted stock units will vest in full on August 1, 2027. (15)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, 2026, will not vest until December 31, 2026. Under the terms of the awards, these shares of 3M common stock will be delivered no later than March 15, 2027, 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 two years of the three-year performance period exceeded the target levels for this grant.

  143. 2024 outstanding equity awards at fiscal year-end table

    | 98 | 3M Company |

  144. 2024 outstanding equity awards at fiscal year-end table

    (16)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. (17)Upon Mr. Patolawala’s cessation of employment, he forfeited all then unvested stock options, restricted stock units, and performance shares granted to him by the Company. Mr. Patolawala’s vested stock options remained outstanding and exercisable for 90 days following his termination date. After this 90-day period, Mr. Patolawala forfeited all remaining vested stock options. As a result, Mr. Patolawala did not hold any outstanding equity awards as of December 31, 2024.

  145. 2024 option exercises and stock vested table

    2024 option exercises and stock vested table

  146. 2024 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 ($)(1) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(2) | | William M. Brown | — | — | — | — | | Michael F. Roman | — | — | 21,026(3) | 3,455,097 | | Anurag Maheshwari | — | — | — | — | | Wendy A. Bauer | — | — | — | — | | Peter D. Gibbons | — | — | 5,773(4) | 948,619 | | Christian T. Goralski | — | — | 1,258(5) | 206,704 | | Theresa E. Reinseth | — | — | 8,506(6) | 1,054,815 | | Monish Patolawala | 24,981 | 645,435 | 46,945(7) | 5,666,617 |

  147. 2024 option exercises and stock vested table

    FOOTNOTES TO 2024 OPTION EXERCISES AND STOCK VESTED TABLE (1)The amount shown in this column was determined by multiplying the number of shares acquired on exercise by the difference between the closing price of a share of 3M common stock on the NYSE for the exercise date and the per share exercise price of the options. (2)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. (3)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 21,026 of these shares were attributable to his 2022 performance shares for which the three-year performance period ended on December 31, 2024. (4)Reflects the number of shares earned by Mr. Gibbons upon the vesting of performance shares granted to him under the 2016 Long-Term Incentive Plan. All 5,773 of these shares were attributable to his 2022 performance shares for which the three-year performance period was completed on December 31, 2024. (5)Reflects the number of shares earned by Mr. Goralski upon the vesting of performance shares granted to him under the 2016 Long-Term Incentive Plan. All 1,258 of these shares were attributable to his 2022 performance shares for which the three-year performance period was completed on December 31, 2024. (6)Reflects the number of shares earned by Ms. Reinseth upon the vesting of restricted stock units and performance shares granted to her under the 2016 Long-Term Incentive Plan. Of this total number of shares, 1,899 were attributable to restricted stock units granted on November 1, 2021, 5,749 were attributable to restricted stock units granted on July 1, 2022, and 858 were attributable to her 2022 performance shares for which the three-year performance period was completed on December 31, 2024. (7)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, 6,128 were attributable to restricted stock units granted on February 2, 2021, 30,131 were attributable to performance-based restricted stock units awarded to him by the Compensation and Talent Committee on May 8, 2023, and 10,686 were attributable to his 2022 performance shares for which the three-year performance period was completed on December 31, 2024.

  148. 2024 option exercises and stock vested table

    | 2025 Proxy Statement | 99 |

  149. 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 15 to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 5, 2025.

  150. 2024 pension benefits table

    2024 pension benefits table

  151. 2024 pension benefits table

    | Name | Plan name | Number of years credited service (#) | Present value of accumulated benefits ($) | Payments during last fiscal year ($) | | William M. Brown | None | — | — | — | | Michael F. Roman | Employee retirement income plan | 36 | 1,990,212 | — | | | Nonqualified pension plan | 36 | 23,769,623 | — | | Anurag Maheshwari | None | — | — | — | | Wendy A. Bauer | None | — | — | — | | Peter D. Gibbons | None | — | — | — | | Christian T. Goralski | None | — | — | — | | Theresa E. Reinseth | Employee retirement income plan | 19 | 643,152 | — | | | Nonqualified pension plan | 19 | 759,430 | — | | Monish Patolawala | None | — | — | — |

  152. 2024 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 a 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. Brown, Mr. Maheshwari, Ms. Bauer, Mr. Gibbons, Mr. Goralski, and Mr. Patolawala), 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 Ms. Reinseth 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.

  153. 2024 pension benefits table

    | 100 | 3M Company |

  154. 2024 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). 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.

  155. Nonqualified deferred compensation

    Nonqualified deferred compensation The following table reflects the participation during 2024 by the Named Executive Officers in three nonqualified deferred compensation plans maintained 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.

  156. Nonqualified deferred compensation

    | 2025 Proxy Statement | 101 |

  157. 2024 nonqualified deferred compensation table

    2024 nonqualified deferred compensation table

  158. 2024 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) | | William M. Brown | | | | | | | VIP excess plan | — | 25,650 | (188) | — | 25,462 | | Deferred compensation excess plan | — | — | — | — | — | | Performance awards deferred compensation plan | — | — | — | — | — | | Michael F. Roman | | | | | | | VIP excess plan | — | — | 109,976 | — | 2,857,871 | | Deferred compensation excess plan | — | — | 13,417 | — | 268,019 | | Performance awards deferred compensation plan | 4,029,756 | — | 4,769,976 | — | 20,965,902 | | Anurag Maheshwari | | | | | | | VIP excess plan | — | 150 | — | — | 150 | | Deferred compensation excess plan | — | — | — | — | — | | Performance awards deferred compensation plan | — | — | — | — | — | | Wendy A. Bauer | | | | | | | VIP excess plan | — | 2,676 | (19) | — | 2,657 | | Deferred compensation excess plan | — | — | — | — | — | | Performance awards deferred compensation plan | — | — | — | — | — | | Peter D. Gibbons | | | | | | | VIP excess plan | 111,472 | 126,083 | 39,860 | — | 528,712 | | Deferred compensation excess plan | 281,131 | — | 17,856 | — | 378,959 | | Performance awards deferred compensation plan | — | — | — | — | — | | Christian T. Goralski | | | | | | | VIP excess plan | 114,673 | 82,538 | 102,574 | — | 920,663 | | Deferred compensation excess plan | — | — | — | — | — | | Performance awards deferred compensation plan | — | — | — | — | — | | Theresa E. Reinseth | | | | | | | VIP excess plan | 32,027 | 13,712 | 19,260 | — | 170,252 | | Deferred compensation excess plan | 10,598 | — | 3,367 | — | 33,608 | | Performance awards deferred compensation plan | — | — | — | — | — | | Monish Patolawala | | | | | | | VIP excess plan | 142,715 | 161,788 | 142,046 | — | 1,257,520 | | Deferred compensation excess plan | — | — | — | — | — | | Performance awards deferred compensation plan | — | — | — | — | — |

  159. 2024 nonqualified deferred compensation table

    | 102 | 3M Company |

  160. 2024 nonqualified deferred compensation table

    FOOTNOTES TO 2024 NONQUALIFIED DEFERRED COMPENSATION TABLE (1)With the exception of the amounts contributed by Mr. Roman from the payout of his performance share awards for the 2021-2023 performance period, all amounts contributed by these individuals during 2024 have been included in the Summary Compensation Table as Salary, Stock Awards, or Non-Equity Incentive Plan Compensation earned in 2022, 2023, or 2024. The Summary Compensation Table does not reflect any portion of the contributions from the payout of Mr. Roman’s performance share awards for the 2021-2023 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. Gibbons’s and Mr. Patolawala’s VIP Excess Plan account in respect of their 2023 annual incentive compensation (paid in 2024), all amounts contributed by the Company on behalf of these individuals during 2024 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. Gibbons’s and Ms. Reinseth’s VIP Excess Plan accounts in respect of their 2023 annual incentive payment because that amount was earned prior to the first year each became a Named Executive Officer. (3)None of these amounts are included in the Summary Compensation Table as compensation earned in 2024, 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 2022 and 2023 in the Summary Compensation Table: Mr. Brown — $0; Mr. Roman — $294,797; Mr. Maheshwari — $0; Ms. Bauer — $0; Mr. Gibbons — $389,155; Mr. Goralski — $0; Ms. Reinseth — $0; and Mr. Patolawala — $588,987.

  161. Potential payments upon termination or change in control

    Potential payments upon termination or change in control As reflected in the CD&A 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 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 2024 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 2024 Nonqualified Deferred Compensation Table).

  162. Potential payments upon termination or change in control

    | 2025 Proxy Statement | 103 |

  163. 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.

  164. 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.

  165. Rights and payments upon termination due to disability

    | 104 | 3M Company |

  166. 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 terminated and/or a change in control of the Company occurred on December 31, 2024. As of December 31, 2024, Mr. Roman was eligible to retire (as that term is defined for purposes of 3M’s stock plans). Mr. Patolawala terminated employment with the Company, effective as of August 1, 2024, and he became entitled to the treatment described immediately above. He was not eligible to receive, and did not receive, any severance payments or benefits under the Executive Severance Plan or otherwise.

  167. 2024 potential payments upon termination or change in control table

    2024 potential payments upon termination or change in control table

  168. 2024 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 | | William M. Brown | | | | | | | | | Cash severance | — | — | 6,750,000 | 6,750,000 | — | | | Outstanding PSAs(2) | 9,227,773 | — | 4,561,551 | 2,298,004 | — | | | Unvested RSUs(3) | 3,423,604 | 3,423,604 | — | 3,423,604 | — | | | Unvested options(4) | 6,742,406 | — | — | 6,742,406 | — | | | Life insurance proceeds(5) | — | — | — | — | — | | | 401(k) Plan vesting | — | — | 27,888 | 27,888 | — | | | Outplacement services | — | — | 3,500 | 3,500 | — | | | Total | 19,393,783 | 3,423,604 | 11,342,939 | 19,245,402 | — | | Michael F. Roman | | | | | | | | | Cash severance | — | — | 3,250,000 | 3,250,000 | — | | | Outstanding PSAs(2) | 17,220,270 | — | — | 4,776,688 | — | | | Unvested RSUs(3) | — | — | — | — | — | | | Unvested options(4) | 15,472,112 | — | — | 15,472,112 | — | | | Life insurance proceeds(5) | 3,000,000 | — | — | — | — | | | Outplacement services | — | — | 3,500 | 3,500 | — | | | Total | 35,692,382 | — | 3,253,500 | 23,502,300 | — | | Anurag Maheshwari | | | | | | | | | Cash severance | — | — | 2,730,000 | 2,730,000 | — | | | Outstanding PSAs(2) | 638,239 | — | 312,136 | 158,926 | — | | | Unvested RSUs(3) | 4,916,047 | 4,916,047 | — | 4,916,047 | — | | | Unvested options(4) | — | — | — | — | — | | | Life insurance proceeds(5) | — | — | — | — | — | | | 401(k) Plan vesting | — | — | 26,882 | 26,882 | — | | | Outplacement services | — | — | 3,500 | 3,500 | — | | | Total | 5,554,286 | 4,916,047 | 3,072,518 | 7,835,355 | — |

  169. 2024 potential payments upon termination or change in control table

    | 2025 Proxy Statement | 107 |

  170. 2024 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 | | Wendy A. Bauer | | | | | | | | | Cash severance | — | — | 2,016,000 | 2,016,000 | — | | | Outstanding PSAs(2) | 1,194,223 | — | 587,135 | 297,381 | — | | | Unvested RSUs(3) | 3,293,843 | 3,293,843 | — | 3,293,843 | — | | | Unvested options(4) | — | — | — | — | — | | | Life insurance proceeds(5) | 3,000,000 | — | — | — | — | | | 401(k) Plan vesting | — | — | 28,010 | 28,010 | — | | | Outplacement services | — | — | 3,500 | 3,500 | — | | | Total | 7,488,066 | 3,293,843 | 2,634,645 | 5,638,734 | — | | Peter D. Gibbons | | | | | | | | | Cash severance | — | — | 2,240,250 | 2,240,250 | — | | | Outstanding PSAs(2) | 5,546,140 | — | 3,447,228 | 1,508,923 | — | | | Unvested RSUs(3) | 7,045,238 | 7,045,238 | 1,730,469 | 7,045,238 | — | | | Unvested options(4) | — | — | — | — | — | | | Life insurance proceeds(5) | 3,000,000 | — | — | — | — | | | Outplacement services | — | — | 3,500 | 3,500 | — | | | Total | 15,591,378 | 7,045,238 | 7,421,447 | 10,797,911 | — | | Christian T. Goralski | | | | | | | | | Cash severance | — | — | 1,957,500 | 1,957,500 | — | | | Outstanding PSAs(2) | 2,700,809 | — | 1,335,086 | 672,578 | — | | | Unvested RSUs(3) | 3,526,180 | 3,526,180 | 262,415 | 3,526,180 | — | | | Unvested options(4) | — | — | — | — | — | | | Life insurance proceeds(5) | 3,000,000 | — | — | — | — | | | Outplacement services | — | — | 3,500 | 3,500 | — | | | Total | 9,226,989 | 3,526,180 | 3,558,501 | 6,159,758 | — | | Theresa E. Reinseth | | | | | | | | | Cash severance | — | — | 1,009,004 | 1,009,004 | — | | | Outstanding PSAs(2) | — | — | — | — | — | | | Unvested RSUs(3) | 2,475,003 | 2,475,003 | 123,552 | 2,475,003 | — | | | Unvested options(4) | 243,843 | — | — | 243,843 | — | | | Life insurance proceeds(5) | 1,513,544 | — | — | — | — | | | Outplacement services | — | — | 3,500 | 3,500 | — | | | Total | 4,232,390 | 2,475,003 | 1,136,056 | 3,731,350 | — | | Monish Patolawala(6) | | | | | | | | | Cash severance | | | | | — | | | Outstanding PSAs | | | | | — | | | Unvested RSUs | | | | | — | | | Unvested options | | | | | — | | | Life insurance proceeds | | | | | — | | | Outplacement services | | | | | — | | | Total | | | | | — |

  171. 2024 potential payments upon termination or change in control table

    | 108 | 3M Company |

  172. 2024 potential payments upon termination or change in control table

    FOOTNOTES TO 2024 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 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 31, 2024 ($129.09) and the aggregate amount of cash-settled dividend equivalents accrued through December 31, 2024), 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 and the cash-settled dividend equivalents accrued through December 31, 2024, on such restricted stock units. Share values are based on the closing price of a share of 3M common stock on the NYSE for December 31, 2024 ($129.09). (4)Amounts shown reflect the intrinsic value on December 31, 2024, of unvested, in-the-money 3M stock options that will vest on an accelerated basis 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 31, 2024 ($129.09). (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)Mr. Patolawala terminated employment with the Company, effective as of August 1, 2024, and he became entitled to the treatment described under “Potential payments upon termination or change in control — Rights and payments upon termination for any other reason.” He was not eligible to receive, and did not receive, any severance payments or benefits under the Executive Severance Plan or otherwise.

  173. 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 2024; •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 58 to 91, 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.

  174. Pay versus performance disclosure

    | 2025 Proxy Statement | 109 |

  175. 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:

  176. Pay versus performance disclosure

    | | SCT Total | CAP | | Pension | Year-over-year increase (but not decrease) 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 |

  177. 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 2024. 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 refer to the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program.

  178. Pay versus performance disclosure

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

  179. 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 2024 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 2024. 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, 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 2024, 2023, 2022, 2021, and 2020.

  180. 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) | | | Michael F. Roman | William M. Brown | Michael F. Roman | William M. Brown | | | | | | | | 2024 | 17,213,005 | 21,191,031 | 37,800,518 | 32,797,865 | 7,008,929 | 5,570,336 | 107 | 165 | 4,173 | 2.3% | | 2023 | 16,424,566 | | 15,615,060 | | 11,186,064 | 11,580,343 | 73 | 144 | (6,995) | (3.2%) | | 2022 | 14,031,387 | | 152,482 | | 5,322,998 | 1,852,154 | 76 | 124 | 5,777 | 1.2% | | 2021 | 18,200,584 | | 18,438,692 | | 5,527,247 | 3,553,621 | 108 | 133 | 5,921 | 8.8% | | 2020 | 20,700,347 | | 15,704,765 | | 5,810,620 | 2,335,315 | 103 | 110 | 5,384 | (1.7%) |

  181. Pay versus performance disclosure

    (1)William M. Brown was appointed CEO effective May 1, 2024. Michael F. Roman was our CEO from January 1, 2024, through April 30, 2024, and for each of the other years presented. For 2024, our other NEOs, were Anurag Maheshwari, Peter D. Gibbons, Christian T. Goralski, Wendy A. Bauer, Theresa E. Reinseth, and Monish Patolawala. Mr. Maheshwari was appointed Chief Financial Officer (CFO) effective September 1, 2024. Mr. Patolawala was our CFO from January 1, 2024 through July 31, 2024. From August 1, 2024 through August 31, 2024, Ms. Reinseth was our interim CFO. 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.

  182. Pay versus performance disclosure

    | 110 | 3M Company |

  183. Pay versus performance disclosure

    (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:

  184. CEO pay vs. performance: Total shareholder return

    CEO pay vs. performance: Total shareholder return

  185. CEO pay vs. performance: Total shareholder return

    | n | CEO SCT (Roman) | n | CEO CAP (Roman) | n | CEO SCT (Brown) | n | CEO CAP (Brown) |

  186. CEO pay vs. performance: Total shareholder return

    | — | Peer Group TSR | — | 3M TSR |

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

    Other NEOs Pay vs. performance: Total shareholder return

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

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

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

    | 2025 Proxy Statement | 113 |

  190. 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 other 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 Appendix A for a detailed reconciliation of these measures with the most directly comparable GAAP financial measures.

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

    | n | CEO CAP (Roman) | n | CEO CAP (Brown) | n | Other NEOs CAP | | GAAP Net Income |

  192. 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 other 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.

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

    | n | CEO CAP (Roman) | n | CEO CAP (Brown) | n | Other NEOs CAP | | Organic Sales Growth |

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

    | 114 | 3M Company |

  195. 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 2024. 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 Northeastern United States), we calculated the target annual Total Cash Compensation of each employee as of December 31, 2024. 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 62,557 full-time, part-time, temporary, and seasonal workers who were employed as of December 31, 2024. 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 a result of our CEO transition in 2024, and as permitted by Item 402(u) of Regulation S-K, we annualized Mr. Brown’s compensation for purposes of this disclosure. To annualize Mr. Brown’s 2024 compensation, we started with the “Total” compensation reported for Mr. Brown in the 2024 Summary Compensation Table ($21,191,031) and added $4,133,731 to reflect the estimated additional amount of base salary, annual incentive pay, long-term incentives, and other benefits that Mr. Brown would have received if he had been employed for the entirety of 2024. We did not adjust Mr. Brown’s total compensation for other items of compensation that were not impacted by his start date or that were not determinable (e.g., the incremental cost associated with Mr. Brown’s personal use of 3M Aircraft). As calculated on this basis, the 2024 total CEO compensation was $27,451,735. The 2024 annual total compensation for our median employee was $74,417. 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 2024), changes in pension values and retirement plan contributions. As calculated using the total compensation figures determined in the manner described above, the ratio of our CEOs’ total annualized compensation to our median employee’s total compensation for fiscal year 2024 is 369 to 1. Because the total 2024 CEO compensation used in calculating this ratio has been annualized and was impacted by one-time sign-on compensation amounts, the Company’s pay ratio for 2024 may not be comparable to its pay ratio in other years. For these and other reasons, the Company's pay ratio also may not be comparable to the pay ratios of other companies. Excluding these one-time compensation amounts, the ratio of our CEOs’ total annualized compensation to our median employee’s total compensation for fiscal year 2024 would have been 261 to 1.

  196. Pay ratio

    | 2025 Proxy Statement | 115 |