DEF 14A of 3M Co, Mar 23, 2022

DEF 14A of 3M Co

Filed Mar 23, 2022 · FY20210001206774-22-000811

Open on EDGAR

  1. Director nominees, board diversity of skills and experience

    Director nominees, board diversity of skills and experience The Qualifications and Attributes, and Demographic Background information below reflect the 11 Director Nominees for this Annual Meeting.

  2. Director nominees, board diversity of skills and experience

    | Qualifications and Attributes | | Brown | Craig | Dillon | Eskew | Fitterling | Hood | Kent | Kereere | Moyo | Page | Roman | | | Leadership | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | Manufacturing | ■ | | | ■ | ■ | | | | | ■ | ■ | | | Supply Chain | ■ | | ■ | ■ | ■ | | ■ | ■ | | ■ | ■ | | | Technology | | ■ | ■ | ■ | ■ | ■ | | ■ | ■ | | ■ | | | Finance | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | Global | ■ | ■ | | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | Risk Management | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | Marketing | | | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | Demographic Background | | | | | | | | | | | | | | Tenure (Years) | | 9 | 3 | 7 | 19 | 1 | 5 | 9 | <1 | 4 | 6 | 4 | | Age (Years) | | 66 | 65 | 70 | 72 | 60 | 50 | 69 | 56 | 53 | 70 | 62 | | Gender (Male/Female) | | M | F | M | M | M | F | M | F | F | M | M | | Race/Ethnicity | | | | | | | | | | | | | | African American/Black | | ■ | | | | | | | ■ | ■ | | | | Caucasian/White | | | ■ | ■ | ■ | ■ | ■ | ■ | | | ■ | ■ |

  3. Nominees for director

    Nominees for director

  4. Nominees for director

    | Age 66 Director since 2013 Other current directorships ● ConAgra Foods, Inc., 3M Board committee(s) ● Audit ● Nominating and Governance Directorships within the past five years ● Tower International, Inc. | Thomas “Tony” K. Brown Independent Retired Group Vice President, Global Purchasing, Ford Motor Company Professional Highlights Mr. Brown is the Retired Group Vice President, Global Purchasing, Ford Motor Company, a global automotive industry leader. Mr. Brown served in various leadership capacities in global purchasing since joining Ford in 1999. In 2008, he became Ford’s Group Vice President, Global Purchasing, with responsibility for approximately $90 billion of production and non-production procurement for Ford operations worldwide. He retired from Ford on August 1, 2013. From 1997 to 1999 he served in leadership positions at United Technologies Corporation, including its Vice President, Supply Management. From 1991 to 1997 he served as Executive Director, Purchasing and Transportation at QMS Inc. From 1976 to 1991 he served in various managerial roles at Digital Equipment Corporation. Nominee Qualifications Mr. Brown’s bachelor’s degree in business administration from American International College in Springfield, Massachusetts, his leadership roles, including his experience serving as a director of the public companies listed, and his knowledge of and extensive experiences in global purchasing, management, and supply chain at Ford Motor Company and other companies, qualify him to serve as a director of 3M. |

  5. Nominees for director

    | Age 65 Director since 2019 Other current directorships ● Merck & Co., Inc. ● Progressive (Insurance) Corporation ● Corning Inc. 3M Board committee(s) ● Audit ● Compensation and Talent (Chair) Directorships within the past five years ● Akamai Technologies, Inc. ● Wal-Mart Stores, Inc. | Pamela J. Craig Independent Retired Chief Financial Officer, Accenture plc Professional Highlights Ms. Craig is the Retired Chief Financial Officer, Accenture plc., a global management consulting, technology services and outsourcing company. She served as Accenture’s CFO from 2006 through 2013, following her many other leadership roles in line management, consulting and operations at Accenture during her 34 years with the company. She has a long track record of active involvement in charitable organizations, focused on education and on the advancement of women in business, including The Women’s Forum of New York and Junior Achievement of New Jersey. Nominee Qualifications Ms. Craig’s bachelor’s degree from Smith College and M.B.A. degree from New York University Stern School, her decades of executive leadership roles and experiences at Accenture, including serving as its CFO, and her finance, management, business operations and services, global business, and technology expertise, her skills in financial, audit, compensation and governance matters, and her experiences as a director at the other public companies listed, qualify her to serve as a director of 3M. |

  6. Nominees for director

    | Age 70 Director since 2015 Other current directorships ● Union Pacific Corporation 3M Board committee(s) ● Audit (Chair) ● Nominating and Governance Directorships within the past five years ● DirecTV | David B. Dillon Independent Retired Chairman of the Board and Chief Executive Officer, The Kroger Co. Professional Highlights Mr. Dillon is the Retired Chairman of the Board and Chief Executive Officer, The Kroger Co., a large retailer that operates retail food and drug stores, multi-department stores, jewelry stores, and food production facilities throughout the U.S. Mr. Dillon retired on December 31, 2014 as Chairman of the Board of Kroger, where he was Chairman since 2004 and was the Chief Executive Officer from 2003 through 2013. Mr. Dillon served as President of Kroger from 1995 to 2003 and was elected Executive Vice President in 1990. Mr. Dillon served as Director of The Kroger Co. from 1995 through 2014. Mr. Dillon began his retailing career at Dillon Companies, Inc. (later a subsidiary of The Kroger Co.) in 1976 and advanced through various management positions, including its President from 1986-1995. Nominee Qualifications Mr. Dillon’s bachelor’s degree in business from the University of Kansas and his law degree from Southern Methodist University, his leadership roles and experiences at The Kroger Co., including serving as Chairman of the Board and Chief Executive Officer, his knowledge of and extensive experiences in leading one of the world’s largest retailers, his experiences in Kroger’s successful $13 billion merger with Fred Meyer, Inc., his leadership in sustainability, his skills in financial and audit matters, and his experiences as a director at the public companies listed, qualify him to serve as a director of 3M. |

  7. Nominees for director

    | Age 72 Director since 2003 Other current directorships ● The Allstate Corporation ● Eli Lilly and Company ● International Business Machines Corporation (lead independent director) 3M Board committee(s) ● Compensation and Talent | Michael L. Eskew Independent Retired Chairman of the Board and Chief Executive Officer, United Parcel Service, Inc. Professional Highlights Mr. Eskew is the Retired Chairman of the Board and Chief Executive Officer, United Parcel Service, Inc. (“UPS”), a provider of specialized transportation and logistics services. Mr. Eskew was appointed Executive Vice President in 1999 and Vice Chairman in 2000 before becoming Chairman and Chief Executive Officer of UPS in January 2002. He retired as Chairman of the Board and Chief Executive Officer at the end of 2007 but remained as a director of UPS until December 31, 2014. Nominee Qualifications Mr. Eskew’s bachelor’s degree in industrial engineering from Purdue University, his leadership roles and experiences at UPS, including serving as Chairman of the Board and Chief Executive Officer, his knowledge of and extensive experiences in global logistics, his skills in financial and audit matters, and his experiences as a director at the public companies listed, qualify him to serve as a director of 3M. Mr. Eskew is our Lead Independent Director. |

  8. Nominees for director

    | Age 60 Director since 2021 Other current directorships ● Dow Inc. 3M Board committee(s) ● Compensation and Talent | James R. Fitterling Independent Chairman of the Board and Chief Executive Officer, Dow Inc. Professional Highlights Mr. Fitterling is the Chairman of the Board and Chief Executive Officer of Dow Inc., one of the world’s leading global materials science companies. Mr. Fitterling was named CEO-elect of Dow in March 2018 prior to becoming CEO in July 2018, and he was elected Chairman in April 2020. Before that, he served as President and Chief Operating Officer of Dow and also previously served as Chief Operating Officer for the Materials Science division of DowDuPont. In his 37-year career with the company, Mr. Fitterling has spent 10 years in Asia, and has held leadership positions with P&L responsibility in many of the company’s operations. A strong advocate for inclusion and diversity, Mr. Fitterling was named # 1 LGBT + Executive in 2018 on the “OUTstanding in Business” list published by Financial Times. Mr. Fitterling serves as the Vice Chair of the Board of Directors of the National Association of Manufacturers and Chair of the Board of Directors for the American Chemistry Council. Nominee Qualifications Mr. Fitterling’s bachelor’s degree in mechanical engineering from the University of Missouri – Columbia, his extensive leadership roles and experiences at Dow, including serving as its Chairman and CEO, his many years of international business experiences, his deep understanding and appreciation of materials science and innovation, and his strong track record of advancing environmental, social and governance goals, qualify him to serve as a director of 3M. |

  9. Nominees for director

    | Age 50 Director since 2017 Other current directorships ● None 3M Board committee(s) ● Compensation and Talent ● Science, Technology & Sustainability | Amy E. Hood Independent Executive Vice President and Chief Financial Officer, Microsoft Corporation Professional Highlights Ms. Hood is Executive Vice President and Chief Financial Officer of Microsoft Corporation, a worldwide provider of software, services and solutions. Ms. Hood is responsible for leading Microsoft’s worldwide finance organization, including acquisitions, treasury activities, tax planning, accounting and reporting, and internal audit and investor relations. Prior to this role, Ms. Hood was Chief Financial Officer of Microsoft’s Business Division, responsible for the company’s productivity applications and services including Microsoft Office 365, Office, SharePoint, Exchange, Dynamics ERP and Dynamics CRM. During her time in the Business Division, Ms. Hood helped lead the transition to the company’s Office 365 service, and she was deeply involved in the strategy development and overall execution of the company’s successful acquisitions of Skype and Yammer. Ms. Hood joined Microsoft in 2002 and previously held positions in the Server and Tools Business as well as the corporate finance organization. Prior to 2002, she worked at Goldman Sachs & Co. in various investment banking and capital markets groups roles. Nominee Qualifications Ms. Hood’s bachelor’s degree in economics from Duke University and M.B.A. from Harvard University, her extensive leadership roles and experiences at Microsoft Corporation, especially in strategic business development, finance, and digitization, qualify her to serve as a director of 3M. |

  10. Nominees for director

    | Age 69 Director since 2013 Other current directorships ● NuBank 3M Board committee(s) ● Nominating and Governance (Chair) ● Science, Technology & Sustainability Directorships within the past five years ● The Coca-Cola Company | Muhtar Kent Independent Retired Chairman of the Board and Chief Executive Officer, The Coca-Cola Company Professional Highlights Mr. Kent is the Retired Chairman of the Board and Chief Executive Officer of The Coca-Cola Company, the world’s largest beverage company. Mr. Kent held the position of Chairman of the Board of The Coca-Cola Company from April 23, 2009, until his retirement on April 30, 2019. He held the position of Chief Executive Officer from July 1, 2008 until May 2017. From December 2006 through June 2008, Mr. Kent served as President and Chief Operating Officer of The Coca-Cola Company. From January 2006 through December 2006, Mr. Kent served as President of Coca-Cola International and was elected Executive Vice President of The Coca-Cola Company in February 2006. From May 2005 through January 2006, he was President and Chief Operating Officer of The Coca-Cola Company’s North Asia, Eurasia and Middle East Group, an organization serving a broad and diverse region that included China, Japan, and Russia. Nominee Qualifications Mr. Kent’s Bachelor of Science degree in economics from the University of Hull, England, and Master of Science degree in administrative sciences from City University London, his extensive leadership roles and experiences at The Coca-Cola Company across multiple geographies, and his extensive international experience at The Coca-Cola Company qualify him to serve as a director of 3M. |

  11. Nominees for director

    | Age 56 Director since 2022 Other current directorships ● None 3M Board committee(s) ● Compensation and Talent | Suzan Kereere Independent Head of Global Business Solutions, Fiserv, Inc. Professional Highlights Ms. Kereere is the Head of Global Business Solutions, Fiserv, Inc., a global fintech and payments company with solutions for banking, global commerce, merchant acquiring, billing and payments, and point-of-sale. Most recently, she served as Chief Growth Officer at Fiserv, leading enterprise strategy and business development initiatives. Prior to Fiserv, she held executive leadership roles in global merchant sales and acquiring at VISA from 2016 to 2021 and in merchant services, network business, customer services, business and corporate travel, including serving as head of U.S. National Merchant Business and head of Global Network Business at American Express where she worked from 1988 to 2016. She has led businesses in Europe, Australia, Asia and North America. Nominee Qualifications Ms. Kereere’s bachelor’s degree in Economics from Tufts University and M.B.A. degree from Columbia University Business School, her decades of experience and expertise in leading payments and technology platform business at Fortune 100 companies across global business lines and regional high growth start-ups, her accomplishments in digital transformation, sales optimization, front-line customer engagement and inclusive growth, and her track record of championing for equity in the corporate space and bringing analytics to the race and inclusion discussion, qualify her to serve as a director of 3M. |

  12. Nominees for director

    | Age 53 Director since 2018 Other current directorships ● Chevron Corporation 3M Board committee(s) ● Audit ● Nominating and Governance Directorships within the past five years ● Barclays PLC ● Barrick Gold Corporation ● SABMiller PLC ● Seagate Technology Public Limited Company | Dambisa F. Moyo Independent Co-Principal, Versaca Investments Professional Highlights Dr. Moyo has been Co-Principal of Versaca Investments, a family office focused on growth investment globally since she co-founded it in 2021. She served as the Chief Executive Officer of Mildstorm LLC from 2015 to 2021. She is a global economist and commentator, analyzing the macroeconomy and international affairs. From 2001 to 2008, she worked at Goldman Sachs in various roles, including as an economist. Prior to that she worked at the World Bank in Washington, D.C. during 1993-1995. A New York Times bestsellers’ author, Dr. Moyo’s writing regularly appears in economic and finance-related publications. Nominee Qualifications Dr. Moyo’s Ph.D in economics from the University of Oxford, her M.B.A. in finance from the American University, and her M.P.A. from Harvard’s Kennedy School of Government, her leadership roles and experience in the banking and financial services industry, her extensive knowledge of macroeconomics, geopolitics and global markets, and her experience as a director at the public companies listed, qualify her to serve as a director of 3M. |

  13. Nominees for director

    | Age 70 Director since 2016 Other current directorships ● Deere & Company ● Eaton Corporation plc ● Corteva Agriscience (non-executive chair) 3M Board committee(s) ● Compensation and Talent ● Science, Technology & Sustainability (Chair) Directorships within the past five years ● Cargill ● Carlson Companies | Gregory R. Page Independent Retired Chairman of the Board and Chief Executive Officer, Cargill Professional Highlights Mr. Page is the Retired Chairman of the Board and Chief Executive Officer, Cargill, an international marketer, processor and distributor of agricultural, food, financial and industrial products and services. Mr. Page was named Corporate Vice President & Sector President, Financial Markets and Red Meat Group of Cargill in 1998, Corporate Executive Vice President, Financial Markets and Red Meat Group in 1999, President and Chief Operating Officer in 2000, and became Chairman of the Board and Chief Executive Officer in 2007. He served as Executive Chairman of the Board of Cargill from December 2013 until his retirement from Cargill in September 2015, and Executive Director of Cargill from September 2015 to September 2016. Mr. Page is a director and past non-executive Chair of the Board of Big Brothers Big Sisters of America. He is past President and board member of the Northern Star Council of the Boy Scouts of America. Nominee Qualifications Mr. Page’s bachelor’s degree in economics from the University of North Dakota, his leadership roles and experiences while serving as Chairman of the Board and Chief Executive Officer at Cargill, his expertise and knowledge of financial and audit matters and corporate governance, and his experiences as a director at the public companies listed, qualify him to serve as a director of 3M. |

  14. Nominees for director

    | Age 62 Director since 2018 Other current directorships ● Abbott Laboratories 3M Board committee(s) ● None | Michael F. Roman Chairman of the Board and Chief Executive Officer, 3M Company Professional Highlights Mr. Roman is the Chairman of the Board and Chief Executive Officer of 3M Company since May 2019. Mr. Roman previously served as Chief Executive Officer from July 1, 2018 to May 14, 2019; Chief Operating Officer and Executive Vice President from July 1, 2017 to June 30, 2018 with direct responsibilities for 3M’s five business groups and the Company’s international operations. Mr. Roman previously served as Executive Vice President, Industrial Business Group, of 3M Company from June 2014 to July 2017. Mr. Roman served as the Company’s Senior Vice President, Business Development, from May 2013 to June 2014. Prior to that, he was Vice President and General Manager of Industrial Adhesives and Tapes Division from September 2011 to May 2013. Mr. Roman also has lived in and led 3M businesses around the world, including the United States, Europe and Asia. Nominee Qualifications Mr. Roman’s bachelor’s and master’s degrees in electrical engineering from the University of Minnesota and the University of Southern California, his distinguished 3M career over 30 years with leadership roles across multiple geographies and businesses, his experience in managing 3M’s four business groups and international operations, his knowledge and skills in key areas such as manufacturing, supply chain, technology, finance, and risk management, and his accomplishments in sales growth, operational efficiency and value creation across a wide range of global businesses, qualify him to serve as a director of 3M. |

  15. Nominees for director

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

  16. Board membership criteria

    Board membership criteria 3M’s Corporate Governance Guidelines contain Board Membership Criteria that include a list of key skills and characteristics deemed critical to serve 3M’s long-term business strategy and expected to be represented on 3M’s Board. The Nominating and Governance Committee periodically reviews with the Board the appropriate skills and characteristics required of Board members given the current Board composition. It is the intent of the Board that the Board, itself, will be a high-performance organization creating competitive advantage for the Company. To perform as such, the Board will be composed of individuals who have distinguished records of leadership and success in their arena of activity and who will make substantial contributions to Board operations and effectively represent the interests of all shareholders. The Committee’s and the Board’s assessment of Board candidates includes, but is not limited to, consideration of:

  17. Board membership criteria

    | ● | Roles in and contributions valuable to the business community; | | ● | Personal qualities of leadership, character, judgment, and whether the candidate possesses and maintains throughout service on the Board a reputation in the community at large of integrity, trust, respect, competence, and adherence to the highest ethical standards; | | ● | Relevant knowledge and diversity of background and experience in business, manufacturing, technology, finance and accounting, marketing, international business, government, and other areas; and | | ● | Whether the candidate is free of conflicts and has the time required for preparation, participation, and attendance at all meetings. |

  18. Board membership criteria

    In addition to these minimum requirements, the Committee will also evaluate whether the nominee’s skills are complementary to the existing Board members’ skills, 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.

  19. Director nominees – diversity of skills and experience

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

  20. Director nominees – diversity of skills and experience

    | | Leadership. Significant leadership experience with understanding of complex global organizations, strategy, risk management, and how to drive change and growth. | | Finance. Financial metrics measures our performance. All directors must understand finance and financial reporting processes. All, but one, Audit Committee members qualify as “audit committee financial experts.” | | | Manufacturing. As a vertically integrated Company, manufacturing experience is important to understanding the operations and capital needs of the Company. | | Global. Global business experience is critical to 3M’s international growth with 60 percent of sales from outside the U.S. in 2021. | | | Supply Chain. Directors with expertise in the management of the upstream and downstream relationships with suppliers and customers provide important perspectives on achieving efficient operations. | | Risk Management. Directors with experience in risk management and oversight, including environmental, social, and cybersecurity, play an important role in the Board’s oversight of risks. | | | Technology. As a diversified technology, science-based Company, directors with technology backgrounds understand 3M’s 51 technology platforms and the importance of investing in new technologies for future growth. | | Marketing. Organic growth is one of 3M’s financial metrics and directors with marketing expertise provide important perspectives on developing new markets. |

  21. Director compensation

    Director compensation

  22. 2021 director compensation table

    2021 director compensation table The table below shows the amounts earned by our non-employee directors (other than Ms. Kereere) in 2021. As Ms. Kereere joined the Board on February 10, 2022, she did not earn any director compensation during 2021.

  23. 2021 director compensation table

    | Non-Employee Directors | Fees Earned or Paid in Cash ($)(3) | Stock Awards ($)(4) | All Other Compensation ($)(5) | Total ($) | | Thomas “Tony” K. Brown | 135,000 | 185,000 | 487 | 320,487 | | Pamela J. Craig | 135,000 | 185,000 | 5,626 | 325,626 | | David B. Dillon(1) | 160,000 | 185,000 | 6,933 | 351,933 | | Michael L. Eskew(1) | 173,187 | 185,000 | 313 | 358,500 | | James R. Fitterling(2) | 131,875 | 229,712 | 21 | 361,608 | | Herbert L. Henkel(1), (2) | 142,253 | 185,000 | 737 | 327,990 | | Amy E. Hood | 135,000 | 185,000 | 894 | 320,894 | | Muhtar Kent(1) | 155,000 | 185,000 | 917 | 340,917 | | Dambisa F. Moyo | 135,000 | 185,000 | 882 | 320,882 | | Gregory R. Page(1) | 158,187 | 185,000 | 881 | 344,068 | | Patricia A. Woertz(1), (2) | 157,748 | 185,000 | 701 | 343,449 |

  24. 2021 director compensation table

    FOOTNOTES TO 2021 DIRECTOR COMPENSATION TABLE

  25. 2021 director compensation table

    | Lead Director or Committee Chair during all or a portion of 2021.(1) | | Director compensation prorated according to effective date of election, appointment, or retirement: Mr. Fitterling was appointed to the Board, effective February 5, 2021; Ms. Woertz succeeded Mr. Henkel as Chair of the Compensation and Talent Committee, effective as of May 12, 2021.(2) |

  26. 2021 director compensation table

    | 48 | 3M Company |

  27. 2021 director compensation table

    | This column represents the amount of all fees earned or paid in cash for services as a director, including the annual cash retainer, annual lead director and committee chair fees. With respect to each of Mr. Fitterling and Ms. Woertz, the amount shown also includes $10,000 for their services on a special committee. The table below shows the amount of cash compensation earned during 2021 that each director elected to receive in 3M common shares or DSUs and the number of shares or DSUs received, excluding adjustments for dividend equivalents. For more information concerning all 3M stock-based holdings of the directors, see “Security ownership of management” beginning on page 108.(3) |

  28. 2021 director compensation table

    | Non-Employee Directors | Cash Fees Paid in Common Shares or DSUs at Director’s Election | 3M Common Shares or DSUs Received | | Thomas “Tony” K. Brown | — | — | | Pamela J. Craig | — | — | | David B. Dillon | — | — | | Michael L. Eskew | 173,187 | 932 | | James R. Fitterling | — | — | | Herbert L. Henkel | 142,253 | 762 | | Amy E. Hood | — | — | | Muhtar Kent | — | — | | Dambisa F. Moyo | — | — | | Gregory R. Page | — | — | | Patricia A. Woertz | 157,748 | 847 |

  29. 2021 director compensation table

    | This column represents the grant date fair value of the stock awards made in 2021, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation. In addition to the amount shown for the annual stock retainer each director received shortly following his or her election to the Board at the 2021 Annual Meeting, the amount shown for Mr. Fitterling includes $44,712 attributable to the prorated annual stock retainer he received for his service to the Board from the date of his appointment through the date of the 2021 Annual Meeting.(4) | | 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. | | This column includes the incremental cost of complimentary products and matching gifts. Non-employee directors are eligible to participate in the Company’s matching gift program on the same terms as 3M employees. Under this program, the 3M Foundation will match up to $5,000 a year in contributions made by the director to eligible educational institutions and up to $1,000 a year in contributions by the director to eligible charitable organizations.(5) |

  30. 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, make a significant portion of the total compensation equity based 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:

  31. Reasonableness of non-employee director compensation

    | ● | 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 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 termination from Board service all annual stock retainers earned on or after October 1, 2007, which includes net after-tax shares attributable to current payments and pre-tax shares attributable to deferrals. | | ● | Flexible voluntary deferral provisions. | | ● | No material benefits or perquisites. | | ● | Our 2016 Long-Term Incentive Plan, most recently approved by shareholders at the 2021 Annual Meeting, includes a $600,000 annual compensation limit on all forms of compensation for non-employee directors. |

  32. Reasonableness of non-employee director compensation

    | 2022 Proxy Statement | 49 |

  33. Compensation discussion and analysis

    | 2022 changes to our incentive compensation program | 72 | | 2021 AIP attainments and payouts | 74 | | Status of outstanding performance share awards | 77 | | Performance share accruals based on 2021 performance | 78 |

  34. Executive compensation tied to long-term stock price and Company performance

    Executive compensation tied to long-term stock price and Company performance To align corporate performance and executive compensation, 91 percent of our CEO’s and 78-82 percent of our other NEOs’ target direct compensation is at-risk, with its realizable value tied to our long-term stock price performance, achievement of pre-set rigorous performance targets, or both. Consistent with our strong 2021 corporate financial performance results, our CEO received an annual incentive program payout at 133.8 percent of target. The Company’s performance exceeded sales and economic profit growth targets, all of which were set at or above 2020 results. No individual performance modifier was applied when determining Mr. Roman’s payout. The payout for other NEOs ranged between 105.3 and 194.8 percent of target, reflective of the applicable corporate or business unit financial results and individual performance. In alignment with shareholder long-term returns, performance shares for the 2019-2021 period paid below target at 88.4 percent. Considering our stock price performance over the same performance period, the shares earned and associated dividend equivalents had an aggregate value at the end of the performance period equal to 75.7 percent of the initial target grant value. Our CEO’s realized compensation for the last three years, including fiscal 2021, was significantly below the total compensation reported in the Summary Compensation Table. This result is consistent with the pay-for-performance nature of our executive compensation program, where approximately 50 percent of the target grant value of Mr. Roman’s annual long-term incentive awards is delivered in the form of stock options that deliver value only if the Company’s stock price increases and the remainder is provided in the form of performance share awards where the payout is tied to the attainment of rigorous, pre-established performance goals for key financial metrics that are believed to drive long-term shareholder value. Based on the closing trading price for a share of the Company’s common stock on the NYSE for March 1, 2022, all stock options granted to Mr. Roman in the past three years (as well as all stock options granted to Mr. Roman after February 4, 2014) were underwater. In addition, the total value of performance shares earned by Mr. Roman during the same three-year period is less than the aggregate target grant date values reported in the Summary Compensation Table.

  35. Executive compensation tied to long-term stock price and Company performance

    | 58 | 3M Company |

  36. Elements of target total direct compensation for 2021

    Elements of target total direct compensation for 2021 The table below shows how the 2021 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 and weightings used for annual and long-term incentives granted in 2021.

  37. Elements of target total direct compensation for 2021

    | | | 2021 Pay Elements(1) | | | | 2021 Performance Metrics and | | | | CEO | Other NEOs | Why It Is Provided | Key Characteristics | Weightings(2) | | | | | | ● 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 established by the Committee, which is comprised entirely of independent directors ● Payouts based on performance against three business objectives over a 12-month period, subject to an individual performance multiplier ● Payouts adjusted or left unchanged based on individual performance against preestablished goals and objectives, which can be both quantitative and qualitative ● 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 (50%) ● Economic Profit (of 3M or a business unit, as applicable) vs. Plan (20%) ● Economic Profit of 3M vs. Prior Year (30%) | | | | 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 established by the Committee, which is comprised entirely of independent directors ● Payouts based on performance against preestablished goals over three years ● Maximum payout equal to 200% of the target number of performance shares | ● Earnings per Share Growth (20%) ● Relative Organic Volume Growth (40%) ● Return on Invested Capital (20%) ● Free Cash Flow Conversion (20%) | | | | | | | | | | | | Stock Options(3) | | ● Motivate executives to build long-term shareholder value ● Retain executive talent | ● Provide value only if stock price increases ● Exercise price equal to the grant date closing trading price for a share of 3M common stock ● Ratable three-year vesting schedule ● Maximum term of 10 years | ● Vesting is based on continued service, while value of the options is based on stock price appreciation (100%) | | | | | | | | | | | | Restricted Stock Units(3) | | ● Motivate executives to build long-term shareholder value ● Retain executive talent | ● Three-year “cliff” vesting schedule ● Cash-settled dividend equivalent rights that are payable only if the underlying shares are earned | ● Vesting is based on continued service, while value of the RSUs is based on total shareholder return (100%) | | | | | | | | |

  38. Elements of target total direct compensation for 2021

    | Percentages shown reflect the apportionment of the components of target total direct compensation that are expected to be recurring. Such amounts do not reflect special items such as hiring bonuses, one-time make-whole and inducement awards granted in connection with the commencement of employment, or retention awards. Numbers may not add to 100 percent due to rounding.(1) | | In determining the level of achievement of the performance goals established under the AIP and the performance share awards for any given period, the costs, sales and impact on assets and liabilities from acquisitions are excluded in the year that the acquisition is completed. The Committee also makes other adjustments from time to time for special items that it believes are unrelated to the operational performance of the Company for the relevant measurement period (e.g., changes in tax laws or accounting principles, asset write-downs, the impact of restructurings, divestitures, or asset sales, unusual tax transactions, litigation or claim judgments and settlements, and other special items described in management’s discussion and analysis of financial conditions and results of operations appearing in the Company’s annual/quarterly report to shareholders for the applicable period). These adjustments can have either a positive or negative impact on award payouts.(2) | | Beginning with the annual grants made in 2021, each of the Company’s executives (other than our CEO) was offered the opportunity to indicate a preference to receive 25 percent of the target grant value of their annual long-term incentive awards in the form of RSUs or stock options. For executives who indicated a preference to receive RSUs, 50 percent of the target grant value of their annual long-term incentive awards was delivered in the form of performance shares, 25 percent of the target grant value was delivered in the form of stock options, and the remaining 25 percent was delivered in the form of RSUs. For all other executives (including our CEO), 50 percent of the target grant value of their annual long-term incentive awards was delivered in the form of performance shares and the remaining 50 percent was delivered in the form of stock options. The percentages shown reflect the apportionment of stock options and RSUs based on the elections for 2021 made by the NEOs (other than our CEO, who was not offered an opportunity to make an election).(3) |

  39. 2021 annual incentive compensation

    2021 annual incentive compensation

  40. 2021 annual incentive compensation

    | For the Named Executive Officers whose 2021 annual incentive compensation payout was calculated based on the Company’s overall performance, the payout (before any adjustment for individual performance) was 133.8 percent of the target amount. The payouts reflect the Committee’s view of our performance against the goals established for 2021, as shown below. | All 2021 performance targets for the AIP were set at or above 2020 results. In establishing these targets, the Committee considered 3M’s internal business plans, external market conditions, uncertainty related to the COVID-19 pandemic, and other items. The targets were intended to be challenging and provide a similar level of rigor as those established for past years in order to provide a consistent incentive compensation opportunity. |

  41. Dollar Amounts in Millions

    No individual performance multiplier was applied when determining Mr. Roman’s payout. As a result, his 2021 annual incentive compensation payout equaled 133.8% of his target amount. For more information concerning the calculation of the 2021 annual incentive payout for each Named Executive Officer, including the threshold, target, and maximum goals and attainments used to calculate the annual incentive payouts of the Named Executive Officers who are paid, in part, based on the performance of a business group, see “2021 AIP attainments and payouts” on page 74.

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

    Performance share award payouts and accruals (long-term incentive compensation) The three-year performance period for the 2019 performance share awards issued to the Named Executive Officers ended on December 31, 2021. Based on the financial results achieved during 2019 – 2021 and excluding dividend equivalents, the Named Executive Officers received 88.4 percent of the target performance shares subject to their 2019 performance share awards. After considering the change in the market value of 3M’s common stock over the three-year performance period and the additional shares delivered pursuant to the dividend equivalent rights granted as part of the 2019 performance share awards, the value of the total number of 3M shares delivered to the Named Executive Officers in settlement of these awards (determined using the closing price of a share of 3M common stock on the NYSE for December 31, 2021) equaled 75.7 percent of the initial target grant value approved by the Committee. When evaluating the payouts for these awards against the Company’s performance, it is important to keep in mind the weightings applied to each year (2019 – 50 percent; 2020 – 30 percent; and 2021 – 20 percent) and each metric (Relative Organic Volume Growth – 40 percent; Return on Invested Capital – 20 percent; Earnings per Share Growth – 20 percent; and Free Cash Flow Conversion – 20 percent). As illustrated in the charts below, the payout of 2019 performance share awards reflects the mixed results achieved during the performance period.

  43. 2019-2021 Performance Targets and Results

    | | | | Performance Levels | Payout Level (% of Target) | Performance Year and Weighting | Actual Result* | Actual Payout (% of Target) | | Earnings Per Share Growth | | Threshold** | 4% | 4% | Year 1 – 50% | –6.9% | 0% | | | | Target | 8% | 20% | Year 2 – 30% | –5.7% | 0% | | | | Maximum | 12% | 40% | Year 3 – 20% | 14.4% | 8% | | Relative Organic Volume Growth | | Threshold** | –1% | 8% | Year 1 – 50% | –2.8% | 0% | | | | Target | 0.5% | 40% | Year 2 – 30% | 2.9% | 24% | | | | Maximum | 2% | 80% | Year 3 – 20% | 0.2% | 6.7% | | Return on Invested Capital | | Threshold** | 20% | 4% | Year 1 – 50% | 22.9% | 13% | | | | Target | 22% | 20% | Year 2 – 30% | 17.1% | 0% | | | | Maximum | 25% | 40% | Year 3 – 20% | 19.5% | 0% | | Free Cash Flow Conversion | | Threshold** | 95% | 4% | Year 1 – 50% | 106% | 20% | | | | Target | 100% | 20% | Year 2 – 30% | 132% | 12% | | | | Maximum | 105% | 40% | Year 3 – 20% | 101% | 4.7% | | Total | | | | | | | 88.4% |

  44. 2019-2021 Performance Targets and Results

    | Percent of target performance shares accrued by year (excluding dividend equivalents) | 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 established by the Committee at the beginning of the performance period. |

  45. Impact of changes in stock price

    Impact of changes in stock price The performance of 3M’s stock has a material impact on the amount of compensation realized by our Named Executive Officers. Our stock ownership guidelines require covered executives, including the Named Executive Officers, to own amounts of Company stock having a value exceeding a specified multiple of their base salary. If the market price of 3M’s stock declines, so does the value of the stock they own. Similarly, all long-term incentives awarded to our Named Executive Officers are equity-based and therefore increase or decrease in value consistent with 3M’s total shareholder return or, in the case of stock options, the value of 3M’s common stock. The stock and stock options held by our Named Executive Officers throughout 2021 modestly increased in value during the year as the closing price for a share of the Company’s common stock on the NYSE increased from $174.79 on December 31, 2020, to $177.63 on December 31, 2021, although the stock options granted in 2018 and 2019 remain underwater. Likewise, the value of the performance shares and restricted stock units held by our Named Executive Officers throughout the year modestly increased consistent with the one-year total shareholder return for the Company’s stock.

  46. Total shareholder return

    Total shareholder return The graphs below illustrate 3M’s stock performance relative to the stock performance of the S&P 500 and the peer companies included in the Company’s executive compensation peer group, as described under “Use of market data” beginning on page 66. For 3M, the combination of ongoing litigation uncertainty, together with the COVID-19 pandemic and its related impacts on end-market volatility, global supply chain, raw materials, and logistics disruptions has impacted the Company’s 1-, 3-, and 5-year total shareholder return performance, as reflected in the charts below. In response, we continue to focus on serving customers and end-markets, taking actions to strengthen our global supply chain, while also proactively managing ongoing litigation. We continue to help the world respond to COVID-19 with 2.3 billion respirators distributed in 2021, for a total of 4.3 billion since the onset of the pandemic, while engaging with governments on how to prepare for future emergencies.

  47. Recent noteworthy compensation program actions

    | ● | Effective for the 2022 annual incentive compensation program offered to eligible employees, updated the metrics and weightings with the intent of sharpening focus on performance against the operating plan, prioritizing operating cash flow conversion as a key driver of operating value, and enhancing focus on inventory and receivables performance. For more information, see “2022 changes to our incentive compensation program—2022 annual incentive compensation program” on page 72. | | ● | Added a new environmental, social and governance (ESG) modifier to the formula used to calculate the annual incentive compensation earned by the Company’s senior executives, including our Named Executive Officers. Beginning in 2022, amounts earned by the Company’s senior executives will be increased 10 percent of target, decreased 10 percent of target, or left unchanged based on the Committee’s assessment of 3M’s performance against a set of objective ESG metrics. For more information, see “2022 changes to our incentive compensation program—2022 annual incentive compensation program” on page 72. | | ● | Effective for grants made to executives in 2022, updated the metrics, weightings, and certain other aspects of the Company’s performance share awards. The changes generally are intended to strengthen the link to value creation for 3M in the current environment and better align the macro benchmark used as the basis of the relative metric with 3M’s business portfolio. For more information, see “2022 changes to our incentive compensation program—2022 performance share awards” on page 73. | | ● | Beginning with the annual grants made in 2022, increased (from 25 percent to 50 percent) the portion of the target grant value that the Company’s executives (other than its CEO) may ask to receive in the form of restricted stock units rather than stock options. |

  48. Compensation policies and practices

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

  49. Roles and responsibilities

    | 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, 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 and goals for performance-based long-term and short- term incentive compensation arrangements; ● 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 evaluation with the independent members of the Board of Directors; and ● Approves all changes to the composition of the executive compensation peer group. | | Independent Non- employee Members of the Board of Directors | ● Considers the Committee’s annual evaluation of our Chief Executive Officer’s performance; and ● Considers the Committee’s actions regarding the compensation of our Chief Executive Officer 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 and provides an assessment of the material economic and reputational risks associated with the Company’s incentive compensation programs; ● 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 compensation peer groups; ● 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 ● 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); ● Conducts an annual performance evaluation for each of the Named Executive Officers (other than himself) 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) based on the final assessment of their performance. |

  50. Roles and responsibilities

    | During 2021, the Committee was assisted by its independent compensation consultant, FW Cook. Other than the support that it provided to the Committee, FW Cook provided no other services to the Company or 3M management, except for independent advisory support to the Nominating and Governance Committee on the compensation of 3M’s non-employee directors so that valuation methodologies and peer groups are consistent with those used for executives and other employees. During the year, the Committee considered an evaluation of the independence of FW Cook based on the relevant regulations of the Securities and Exchange Commission and the NYSE listing standards. The Committee concluded that the services performed by FW Cook did not raise any noteworthy conflicts of interest.* |

  51. Use of market data

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

  52. Executive compensation peer group

    Executive compensation peer group For 2021, the executive compensation peer group consisted of the companies identified below (which remained the same as in the previous year, except for the removal of Raytheon Technologies (successor to United Technologies Corporation) and the addition of Parker-Hannifin Corporation, Abbott Laboratories, and The Boeing Company), as recommended by the Committee’s independent compensation consultant and approved by the Committee. The companies in this executive compensation peer group were selected because (1) their performance was monitored regularly by the same market analysts who monitor the performance of 3M (investment peers) and they are considered major business-segment competitors used internally for performance comparisons, or (2) they met certain criteria based on similarity of their business, market capitalization (based on an eight-quarter rolling average), annual revenues, and/or Midwest corporate headquarters, and compete with 3M for capital or talent. (Dollars in millions)

  53. Executive compensation peer group

    | Latest Four Quarters Revenues(1) | | | Johnson & Johnson | $93,775 | | The Procter & Gamble Company | $78,346 | | General Electric Company | $74,196 | | The Boeing Company | $62,286 | | Caterpillar Inc. | $50,971 | | Deere & Company | $44,413 | | Abbott Laboratories | $43,075 | | 3M Company | $35,355 | | Honeywell International Inc. | $34,392 | | Medtronic plc | $31,798 | | Danaher Corporation | $29,453 | | Johnson Controls International plc | $24,189 | | Eaton Corporation plc | $19,628 | | Kimberly-Clark Corporation | $19,440 | | Emerson Electric Co. | $18,548 | | DuPont de Nemours, Inc. | $16,653 | | Parker-Hannifin Corporation | $15,293 | | TE Connectivity Ltd. | $15,219 | | Illinois Tool Works Inc. | $14,455 | | Corning Incorporated | $14,082 | | 75th Percentile | $47,692 | | Mean | $36,853 | | Median | $29,453 | | 25th Percentile | $17,601 | | 3M Percentile Rank | 62% |

  54. Executive compensation peer group

    | Trailing Eight-Quarter Average Market Capitalization(1) | | | Johnson & Johnson | $418,938 | | The Procter & Gamble Company | $344,988 | | Abbott Laboratories | $202,975 | | Danaher Corporation | $179,530 | | Medtronic plc | $149,397 | | Honeywell International Inc. | $136,234 | | The Boeing Company | $121,659 | | Caterpillar Inc. | $101,403 | | 3M Company | $99,794 | | General Electric Company | $96,117 | | Deere & Company | $93,746 | | Illinois Tool Works Inc. | $66,479 | | Eaton Corporation plc | $53,497 | | Emerson Electric Co. | $50,386 | | Kimberly-Clark Corporation | $46,635 | | Johnson Controls International plc | $41,628 | | DuPont de Nemours, Inc. | $41,438 | | TE Connectivity Ltd. | $41,343 | | Parker-Hannifin Corporation | $34,988 | | Corning Incorporated | $29,666 | | 75th Percentile | $142,815 | | Mean | $118,476 | | Median | $93,746 | | 25th Percentile | $44,132 | | 3M Percentile Rank | 59% |

  55. Executive compensation peer group

    | All data shown was obtained from Standard & Poor’s Capital IQ. Revenues are stated in millions for the latest four quarters disclosed as of February 28, 2022. Market capitalizations are stated in millions as of February 28, 2022.(1) |

  56. Executive compensation peer group

    The Committee, with assistance from its independent compensation consultant, periodically reviews the composition of the executive compensation peer group to determine whether any changes are appropriate. Following its review in August 2021, the Committee determined that no changes were needed at that time. The Company receives market surveys with pay data and information on the executive compensation practices at the companies in 3M’s executive compensation peer group from Aon plc and FW Cook.

  57. Survey peer group

    Survey peer group For 2021, there were approximately 300 comparator companies in the survey peer group. Although the number and identity of the companies varies from year to year and from survey to survey, each of the companies included in the survey peer group had annual revenue exceeding $10 billion. All companies in the survey peer group also participate in one or more executive compensation surveys obtained from three consulting firms: Aon plc, FW Cook, and Willis Towers Watson plc. Pay data for the survey peer group is statistically regressed (based on annual revenues) to recognize the different sizes of the comparator companies as compared to the size of 3M. The pay data for the survey peer group is then used to assess the reasonableness of the executive compensation peer group data received, helping to ensure that the Company’s compensation objectives are being met. The Committee does not review the identity of the companies in the survey peer group.

  58. How the Committee establishes target compensation levels

    How the Committee establishes target compensation levels The Committee considers pay data from the executive compensation peer group as one of several reference points it uses to inform its decisions about overall compensation opportunities and specific compensation elements. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the Peer Groups or the broader United States market. The Committee instead applies informed judgment in establishing targeted pay levels for the Named Executive Officers, considering pay data from the executive compensation peer group and other factors, such as:

  59. How the Committee establishes target compensation levels

    The Committee also uses information on the executive compensation practices at companies in the executive compensation peer group when considering design changes to the Company’s executive compensation program. Overall, the Company believes that use of this information from the Peer Groups enables the Committee to create better alignment between executive pay and performance and to help ensure that 3M can attract and retain high-performing executive leaders.

  60. Target total direct compensation mix for 2021

    Target total direct compensation mix for 2021 The illustrations below show how the 2021 target Total Direct Compensation of our CEO and other Named Executive Officers was apportioned among base salary, annual incentives, performance share awards, restricted stock units, and stock options. To provide a better representation of the intended mix of annual compensation provided to the Named Executive Officers, the percentages shown below do not take into consideration non-recurring special items such as one-time make-whole and inducement awards granted in connection with the commencement of employment or retention awards. Abbreviations: AIP = annual incentive pay; PSAs = performance share awards; RSUs = restricted stock units.

  61. 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 financial 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 financial performance of 3M and its relevant business units and the executive’s individual performance, in each case, measured against preestablished goals and objectives. Basic calculation. The amount a participant earns under the AIP is calculated by multiplying his or her weighted-average target annual incentive compensation opportunity for the plan year by a business performance factor and an individual performance multiplier.

  62. Annual incentive

    | | | | | | Calculated amount that takes into account any mid-year changes in the participant’s target annual incentive compensation opportunity | Corporate and business unit results adjust AIP pay based on performance against preestablished goals | Payouts adjusted or left unchanged based on individual performance against preestablished goals and objectives, which can be both quantitative and qualitative | Final payment amount may range from 0 percent to 200 percent of an individual’s total weighted-average target AIP payout |

  63. Annual incentive

    | Business performance factor. The business performance factor is determined based on the performance of 3M and, in some cases, the business unit for which each Named Executive Officer had responsibility throughout the year against three metrics, as indicated in the table below. | The 2021 performance target for each metric and business unit shown was set at or above 2020 results. |

  64. Annual incentive

    | Performance Metric | | Business Unit Local Currency Sales vs. Plan | Economic Profit (of 3M or a business unit, as applicable) vs. Plan | Total 3M Economic Profit vs. Prior Year | | Weighting | | | | | | Business Unit Used to Calculate Business Performance Factor* | Mr. Roman | 3M Worldwide | 3M Worldwide | 3M Worldwide | | | Mr. Patolawala | 3M Worldwide | 3M Worldwide | 3M Worldwide | | | Mr. Khandpur | TEBG | TEBG | 3M Worldwide | | | Ms. Poul | HCBG | HCBG | 3M Worldwide | | | Mr. Vale | SIBG | SIBG | 3M Worldwide |

  65. Annual incentive

    | Abbreviations: TEBG = Transportation and Electronics Business Group; HCBG = Health Care Business Group; SIBG = Safety and Industrial Business Group.* |

  66. Annual incentive

    Individual performance multiplier. The amount of annual incentive compensation paid to an eligible employee may be increased, decreased, or left unchanged depending on his or her performance during the year. When determining the individual performance multipliers to be used for the Named Executive Officers, the Committee considers the individual performance of the Named Executive Officers using the performance evaluations described under “How the Committee establishes target compensation levels” on page 68.

  67. Long-term incentives

    Long-term incentives In order to improve alignment with the Company’s practices for non-executive employees and mitigate potential retention challenges associated with pay delivery, the Committee elected to begin offering each of the Company’s executives (other than its Chief Executive Officer) an opportunity to indicate a preference to receive 25 percent of the target grant value of their annual long-term incentive awards in the form of restricted stock units or stock options. For executives who indicated a preference to receive restricted stock units, 50 percent of the target grant value of their annual long-term incentive awards was delivered in the form of performance shares, 25 percent of the target grant value was delivered in the form of stock options and the remaining 25 percent was delivered in the form of restricted stock units. For all other executives (including the Company’s Chief Executive Officer), 50 percent of the target grant value of their annual long-term incentive awards was delivered in the form of performance shares and the remaining 50 percent was delivered in the form of stock options. The terms of the 2021 performance share awards, 2021 stock options, and 2021 restricted stock units are described in detail below. In limited circumstances, our Named Executive Officers also may receive other equity awards on an ad hoc basis as new hires or for recognition and retention, promotions, or other purposes. For additional information about a special restricted stock unit award granted to Mr. Patolawala in October 2021 in connection with a significant expansion of his duties and responsibilities and as a further incentive for Mr. Patolawala to remain with the Company, see “Section V: 2021 compensation decisions and performance highlights—Monish Patolawala—Compensation Decisions” on page 80.

  68. 2021 performance share awards

    2021 performance share awards Performance shares awarded in 2021 will result in the issuance of actual shares of 3M common stock to 3M’s Named Executive Officers if the Company achieves certain financial goals over the years 2021, 2022, and 2023. The number of shares of 3M common stock that will be issued for each 2021 performance share is linked to the Company’s performance as measured by the criteria of Earnings per Share Growth (20 percent weighting), Relative Organic Volume Growth (40 percent weighting), Return on Invested Capital (20 percent weighting), and Free Cash Flow Conversion (20 percent weighting). These performance criteria were selected because they are aligned with 3M’s 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 four independent performance criteria is measured separately for each calendar year during the three-year measurement period, with each year weighted as follows: 2021 — 50 percent; 2022 — 30 percent; and 2023 — 20 percent. However, the targets by which the Company’s performance is measured do not change over the three-year performance period. The actual number of shares of 3M common stock that will be delivered at the end of the three-year performance period ending on December 31, 2023, may be anywhere from 0 percent to 200 percent of the target number of performance shares awarded, depending on the performance of the Company during the performance period. However, an executive may forfeit all or a portion of such shares if he or she does not remain employed by the Company throughout the three-year performance period. For awards tied to the achievement of performance goals over the years 2021, 2022, and 2023, the Committee approved the targets shown below for determining the number of shares of 3M common stock to be delivered for each target performance share awarded, with the total number of shares actually delivered being the sum of the number of shares earned as a result of the Company’s achievement of each of the four financial goals. If the Company’s performance as measured by any of these performance criteria falls between any of the percentages listed below, the number of shares of 3M common stock earned will be determined by linear interpolation.

  69. 2021 performance share awards

    | 2021 Performance Share Award Targets | | | Performance Levels | Payout Level (% of Target) | | Earnings Per Share Growth | | Threshold* | 4% | 4% | | | | Target | 8% | 20% | | | | Maximum | 12% | 40% | | Relative Organic Volume Growth | | Threshold* | –1% | 8% | | | | Target | 0.5% | 40% | | | | Maximum | 2% | 80% | | Return on Invested Capital** | | Threshold* | 16% | 4% | | | | Target | 18% | 20% | | | | Maximum | 21% | 40% | | Free Cash Flow Conversion | | Threshold* | 95% | 4% | | | | Target | 100% | 20% | | | | Maximum | 105% | 40% |

  70. 2021 performance share awards

    | No payout is provided for below threshold performance.* | | After considering the Company’s long-term strategic plan and the Company’s historical Return on Invested Capital results, the Committee decided to set the threshold, target, and maximum goals as shown. While these goals reflect a reduction to the corresponding goals established for the 2020 performance share awards, the Committee determined that this was appropriate given the Company’s strategic decision to focus on strengthening its balance sheet, which the Committee believes is consistent with, and aligned to, the Company’s strategic priorities and its objective of increasing shareholder value over the long term. The targets are intended to be challenging and provide a similar level of rigor as those established for past years in order to provide a consistent incentive compensation opportunity.** |

  71. 2021 performance share awards

    The above targets are not a prediction of how 3M will perform during the years 2021 through 2023 or any other period in the future. The sole purpose of these formulas, which were approved by the Committee in February 2021, 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.

  72. 2021 stock options

    2021 stock options Stock options granted to the Named Executive Officers in 2021 as part of their annual long-term incentive compensation have the following features:

  73. 2021 stock options

    | ● | 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. |

  74. 2021 restricted stock units

    2021 restricted stock units Restricted stock unit awards granted to the Named Executive Officers in 2021 as part of their annual long-term incentive compensation have the following features:

  75. 2021 restricted stock units

    | ● | a three-year “cliff” vesting schedule; and | | ● | cash-settled dividend equivalent rights that are payable only if the underlying shares are earned. |

  76. 2022 annual incentive compensation program

    2022 annual incentive compensation program

  77. 2022 annual incentive compensation program

    | 2021 Design | 2022 Design | Rationale for Changes | | Metrics and Weightings | | | | Abbreviations: BU = Business Unit | | ● New metrics are intended to sharpen focus on performance against the operating plan, prioritize operating cash flow conversion as a key driver of operating value, and enhance focus on inventory and receivables performance as key contributors to cash ● Adjusted weightings place a stronger emphasis on items within the control of the business units and improve alignment with market practices | | Environmental, Social and Governance (“ESG”) Modifier | | | | ● No ESG modifier | ● Amounts earned by senior executives may be increased by 10 percent of target, decreased by 10 percent of target, or left unchanged based on the Committee’s determination of 3M’s performance against a set of objective ESG metrics, including metrics related to the Company’s carbon and water commitments, operational improvements in the area of environment, health, and safety; progress on key social measures, and on-time completion of required ethics and compliance training | ● Improve alignment with key enterprise strategies and developing market practices |

  78. 2022 performance share awards

    2022 performance share awards

  79. 2022 performance share awards

    | 2021 Design | 2022 Design | Rationale for Changes | | Metrics and Weightings | | | | Abbreviations: FCF = Free Cash Flow EPS = Earnings per Share Rel. Org. Volume Growth = Relative Organic Volume Growth Rel. OSG = Relative Organic Sales Growth ROIC = Return on Invested Capital | | ● Transition from FCF Conversion to FCF Growth is intended to strengthen the link to shareholder returns by measuring cash flow improvement ● Change from Relative Organic Volume Growth to Relative Organic Sales Growth is intended to enhance alignment with the Company’s operating plan and external guidance ● Elimination of ROIC allows greater weighting to be placed on other metrics believed to have a stronger link to value creation for 3M in the current environment | | Benchmark for Relative Metric | | | | ● Worldwide Industrial Production Index, as published by IHS Markit prior to the date on which the Committee certifies the performance results | ● Weighted blend of the Worldwide Industrial Production Index and the Worldwide Gross Domestic Product for the relevant period, in each case, as most recently published by IHS Markit no later than 30 days following completion of the relevant year | ● Improve alignment of the macro benchmark with 3M’s business portfolio |

  80. 2022 performance share awards

    Except as described above, the design of the 2022 performance share awards provided to approximately 100 of the Company’s most senior employees, including all of the Named Executive Officers, was materially consistent with the design of the 2021 performance share awards.

  81. 2021 AIP attainments and payouts

    2021 AIP attainments and payouts During 2021, the Committee provided the Named Executive Officers with the opportunity to earn short-term incentive compensation under the AIP. Each Named Executive Officer’s target annual incentive for the year equaled the difference between his or her target Total Cash Compensation and annual base salary (weighted to reflect mid-year adjustments, if appropriate). Business performance factor. For purposes of measuring business performance against the targets established for 2021 and converting that performance into a business performance factor determined in accordance with the terms of the AIP, each Named Executive Officer was assigned to an appropriate business unit for each metric (the entire Company, in some cases). The metrics, relevant business unit, goals, and attainments used to calculate the business performance factor for each Named Executive Officer are shown below.

  82. Business performance factor calculation for Mr. Vale

    | Named Executive Officer | Target 2021 Annual Incentive* ($) | Business Performance Factor | Individual Performance Multiplier | Approved 2021 AIP Payout** ($) | | Michael F. Roman | 2,340,638 | 133.8% | 100% | 3,131,774 | | Monish Patolawala | 943,410 | 133.8% | 120% | 1,514,739 | | Ashish K. Khandpur | 625,517 | 150.1% | 100% | 938,589 | | Mojdeh Poul | 631,054 | 162.3% | 120% | 1,229,041 | | Michael G. Vale | 656,171 | 105.3% | 100% | 690,948 |

  83. 2021 long-term incentive awards

    2021 long-term incentive awards After considering the most recent long-term incentive compensation data available from companies in the Peer Groups and after taking into account its evaluation of their individual performance during 2020, the Committee approved (and in the case of Mr. Roman, the independent members of the Board of Directors ratified) the performance-adjusted target grant values shown below for the Named Executive Officers’ 2021 long-term incentive compensation awards. For ease of comparison, the table below also shows the performance-adjusted target compensation values of the Named Executive Officers’ 2020 long-term incentive compensation awards.

  84. 2021 long-term incentive awards

    | Name | Performance-Adjusted Target Grant Value of 2020 Annual Awards ($) | Performance-Adjusted Target Grant Value of 2021 Annual Awards ($) | | Michael F. Roman | 10,000,000 | 10,500,000 | | Monish Patolawala (joined 3M effective July 1, 2020) | 1,625,000* | 4,290,000** | | Ashish K. Khandpur | 2,268,290 | 2,081,000 | | Mojdeh Poul | 2,330,720 | 2,081,000 | | Michael G. Vale | 2,268,290 | 2,705,300 |

  85. 2021 long-term incentive awards

    | The amount shown was prorated based on the portion of the year worked and excludes the target grant value of special one-time make-whole and inducement awards granted in connection with his commencement of employment.* | | In October 2021, the Board approved a significant expansion of Mr. Patolawala’s duties and responsibilities to include business transformation. The target grant value of Mr. Patolawala’s 2021 annual awards shown here excludes the value of a special restricted stock unit award granted to him in connection with the expansion of his duties and responsibilities and as a further incentive for Mr. Patolawala to remain with the Company. For additional information, see “Section V: 2021 compensation decisions and performance highlights—Monish Patolawala—Compensation Decisions” on page 80.** |

  86. 2021 long-term incentive awards

    Consistent with market practices at companies in the Peer Groups, during 2021, the Committee chose to deliver one-half of the performance-adjusted target grant value of the 2021 annual long-term incentive compensation awards provided to 3M’s Named Executive Officers in the form of performance shares. The remaining portion of the performance-adjusted target grant value was delivered in the form of stock options or, for the Named Executive Officers other than 3M’s Chief Executive Officer, a combination of stock options and restricted stock units. For additional information, see “Section III: Overview of compensation program design—Long-term incentives” on page 70.

  87. Status of outstanding performance share awards

    Status of outstanding performance share awards The Company’s annual award cycle and three-year performance periods result in an overlap of awards. For example, the performance goals for 2021 performance share awards relate to the years 2021, 2022, and 2023. Similarly, the performance goals for 2020 performance share awards relate to the years 2020, 2021, and 2022, and so on, as shown below. Performance against the goals established for each award are measured separately for each calendar year during the measurement period, with each year weighted as shown below in parenthesis. The Committee believes this structure reduces motivation to maximize performance in any one period by providing the highest-level rewards only by building sustainable long-term results.

  88. Status of outstanding performance share awards

    | Award | 2019 | 2020 | 2021 | 2022 | 2023 | | 2019 PSA | Year 1 (50%) | Year 2 (30%) | Year 3 (20%) | | | | 2020 PSA | | Year 1 (50%) | Year 2 (30%) | Year 3 (20%) | | | 2021 PSA | | | Year 1 (50%) | Year 2 (30%) | Year 3 (20%) |

  89. Status of outstanding performance share awards

    The Committee periodically reviews the Company’s performance against the goals established for each performance share award throughout the duration of its measurement period. The tables below summarize the status of the different performance share awards held by the Named Executive Officers as of December 31, 2021.

  90. 2021 PSA (2021-2023 measurement period)

    | | | | | Three-year Performance Period – Actual Performance Level Achieved(1) | | | | | Performance Levels | | | 2021 (Year 1; | 2022 (Year 2; | 2023 (Year 3; | | Performance Measures and Weighting | Threshold | Target | Maximum | weighted at 50%) | weighted at 30%) | weighted at 20%) | | Earnings per Share Growth (20%)(2) | 4.0% | 8.0% | 12.0% | 14.4% | | | | Relative Organic Volume Growth (40%)(3) | -1.0% | 0.5% | 2.0% | 0.2% | | | | Return on Invested Capital (20%) | 16.0% | 18.0% | 21.0% | 19.5% | | | | Free Cash Flow Conversion (20%) | 95% | 100% | 105% | 101% | | | | 2020 PSA (2020-2022 measurement period) | | | | | | | | | | | | Three-year Performance Period – Actual Performance Level Achieved(1) | | | | | Performance Levels | | | 2020 (Year 1; | 2021 (Year 2; | 2022 (Year 3; | | Performance Measures and Weighting | Threshold | Target | Maximum | weighted at 50%) | weighted at 30%) | weighted at 20%) | | Earnings per Share Growth (20%)(2) | 4.0% | 8.0% | 12.0% | -5.7% | 14.4% | | | Relative Organic Volume Growth (40%)(3) | -1.0% | 0.5% | 2.0% | 2.9% | 0.2% | | | Return on Invested Capital (20%) | 18.0% | 20.0% | 23.0% | 17.1% | 19.5% | | | Free Cash Flow Conversion (20%) | 95% | 100% | 105% | 132% | 101% | | | 2019 PSA (2019-2021 measurement period) | | | | | | | | | | | | Three-year Performance Period – Actual Performance Level Achieved(1) | | | | | Performance Levels | | | 2019 (Year 1; | 2020 (Year 2; | 2021 (Year 3; | | Performance Measures and Weighting | Threshold | Target | Maximum | weighted at 50%) | weighted at 30%) | weighted at 20%) | | Earnings per Share Growth (20%)(2) | 4.0% | 8.0% | 12.0% | -6.9% | -5.7% | 14.4% | | Relative Organic Volume Growth (40%)(3) | -1.0% | 0.5% | 2.0% | -2.8% | 2.9% | 0.2% | | Return on Invested Capital (20%) | 20.0% | 22.0% | 25.0% | 22.9% | 17.1% | 19.5% | | Free Cash Flow Conversion (20%) | 95% | 100% | 105% | 106% | 132% | 101% |

  91. Performance share accruals based on 2021 performance

    Performance share accruals based on 2021 performance The table below shows the number of shares of 3M common stock that were accrued (excluding dividend equivalents) for the outstanding performance share awards held by each Named Executive Officer based on the Company’s performance during 2021.

  92. Performance share accruals based on 2021 performance

    | Name | Performance Share Award | Target Number of Performance Shares | Fraction of Each Target Performance Share Accrued Based on 2021 Performance | Total Number of Shares Accrued Based on 2021 Performance(1) | Market Value of Shares Accrued Based on 2021 Performance(2) ($) | | Michael F. Roman | 2021 PSA | 29,761 | 0.636 | 18,927 | 3,362,067 | | | 2020 PSA | 32,676 | 0.340 | 11,096 | 1,970,958 | | | 2019 PSA | 24,098 | 0.194 | 4,685 | 832,204 | | | | | | Total | 6,165,229 | | Monish Patolawala(3) | 2021 PSA | 12,160 | 0.636 | 7,734 | 1,373,748 | | | 2020 PSA | 11,825 | 0.340 | 4,015 | 713,221 | | | | | | Total | 2,086,969 | | Ashish K. Khandpur | 2021 PSA | 5,899 | 0.636 | 3,751 | 666,313 | | | 2020 PSA | 7,412 | 0.340 | 2,516 | 446,995 | | | 2019 PSA | 8,425 | 0.194 | 1,639 | 291,099 | | | | | | Total | 1,404,407 | | Mojdeh Poul | 2021 PSA | 5,899 | 0.636 | 3,751 | 666,313 | | | 2020 PSA | 7,616 | 0.340 | 2,585 | 459,260 | | | 2019 PSA | 5,467 | 0.194 | 1,063 | 188,886 | | | | | | Total | 1,314,459 | | Michael G. Vale | 2021 PSA | 7,668 | 0.636 | 4,877 | 866,275 | | | 2020 PSA | 7,412 | 0.340 | 2,516 | 446,995 | | | 2019 PSA | 5,467 | 0.194 | 1,063 | 188,886 | | | | | | Total | 1,502,156 |

  93. Performance share accruals based on 2021 performance

    | The amounts in this column reflect the number of shares accrued (excluding dividend equivalents) based on, among other things, Worldwide IPI for the 2021 calendar year, as reported by IHS Markit on January 18, 2022. The final number of shares accrued may vary in the event of changes in Worldwide IPI reported by IHS Markit. Due to rounding, the numbers shown in this column may not equal the result obtained by multiplying the Target Number of Performance Shares by the Shares Accrued Per Target Performance Share Based on 2021 Performance.(1) | | Represents the closing price of a share of 3M common stock on the NYSE for December 31, 2021 ($177.63), multiplied by the total number of shares accrued (before rounding and excluding dividend equivalents) based on the Company’s 2021 performance.(2) | | Mr. Patolawala joined the Company and was appointed its Chief Financial Officer effective July 1, 2020.(3) |

  94. Performance share accruals based on 2021 performance

    Although shares of 3M common stock are accrued annually for each outstanding performance share award, an executive may forfeit all or a portion of the shares otherwise issuable pursuant to his or her award if he or she does not remain employed by the Company throughout the entire three-year performance period. For additional information concerning the manner in which the compensation of the Named Executive Officers is determined and the role of the Compensation and Talent Committee and its advisors, see “Section II: How we determine executive compensation—Roles and responsibilities” on page 66.

  95. 2021 Compensation decisions

    | ● | a 3.8 percent increase, effective April 1, 2021, to base salary (from $1,299,948 to $1,350,000) and target Total Cash Compensation (from $3,575,000 to $3,712,500); and | | ● | the issuance of long-term incentive awards with an aggregate performance-adjusted target grant value of $10.5 million, which was split equally between performance shares and stock options. |

  96. Compensation decisions

    | ● | a two percent increase, effective April 1, 2021, to base salary (from $885,000 to $902,700) and target Total Cash Compensation (from $1,770,000 to $1,805,400); and | | ● | the issuance of long-term incentive awards with an aggregate performance-adjusted target grant value of $4,290,000, which was split 50 percent performance shares, 25 percent restricted stock units and 25 percent stock options. |

  97. Compensation decisions

    In October 2021, in connection with a significant expansion of Mr. Patolawala’s duties and responsibilities to include the Company’s business transformation efforts, the Committee approved a 20 percent increase, effective October 20, 2021, to base salary (from to $902,700 to $1,083,240) and target Total Cash Compensation (from $1,805,400 to $2,166,480) to better align that portion of his compensation with the breadth of the duties and responsibilities that accompany his expanded role. Given the significant expansion of Mr. Patolawala’s duties and responsibilities, the vital importance of achieving success with the Company’s ongoing global business transformation efforts, and the strong desire to retain a proven top performing business leader with business transformation experience through a critical, transformative period for 3M, the Committee also approved, effective November 1, 2021, a special restricted stock unit award for Mr. Patolawala with a target grant value of $2,500,000. The special restricted stock unit award will vest in a single installment on the third anniversary of the grant date; provided, that Mr. Patolawala remains in employment with 3M through such date. In February 2022, the Committee approved a 2021 AIP payout for Mr. Patolawala in the amount of $1,514,739, which represented 160.6 percent of his target. See “Section IV: Incentive compensation attainments and awards — 2021 AIP attainments and payouts” beginning on page 74 for more information.

  98. Compensation decisions

    | ● | a 5.5 percent increase, effective April 1, 2021, to base salary (from $706,434 to $745,566) and target Total Cash Compensation (from $1,307,000 to $1,379,400); and | | ● | the issuance of long-term incentive awards with an aggregate performance-adjusted target grant value of $2,081,000, which was split 50 percent performance shares, 25 percent restricted stock units and 25 percent stock options. |

  99. Compensation decisions

    | ● | a 5.6 percent increase, effective April 1, 2021, to base salary (from $706,325 to $745,566) and target Total Cash Compensation (from $1,306,800 to $1,379,400); and | | ● | the issuance of long-term incentive awards with an aggregate target grant value of $2,081,000, split 50 percent performance shares, 25 percent restricted stock units and 25 percent stock options. |

  100. Compensation decisions

    The adjustments to Ms. Poul’s base salary and target Total Cash Compensation were intended to progress her compensation closer to the market median. At the time of her appointment to the position of Group President, Health Care Business Group, in April 2019, Ms. Poul’s base salary and target Total Cash Compensation were set below the median paid to executives serving in similar positions at companies in the executive compensation peer group. In October 2021, the Committee approved a 5.3 percent increase, effective November 1, 2021, to base salary (from $745,566 to $784,806) and target Total Cash Compensation (from $1,379,400 to $1,452,000). The increase was designed to bring Ms. Poul’s target Total Cash Compensation up to the median paid to executives serving in similar positions at companies in the executive compensation peer group. In February 2022, the Committee approved a 2021 AIP payout for Ms. Poul in the amount of $1,229,041, which represented 194.8 percent of her target. See “Section IV: Incentive compensation attainments and awards — 2021 AIP attainments and payouts” beginning on page 74 for more information.

  101. Compensation decisions

    | ● | a 4.6 percent increase, effective April 1, 2021, to base salary (from to $745,890 to $780,490) and target Total Cash Compensation (from $1,380,000 to $1,444,014); and | | ● | the issuance of long-term incentive awards with an aggregate target grant value of $2,703,300, split equally between performance shares and stock options. |

  102. Severance benefits

    Severance benefits The 3M Executive Severance Plan provides separation payments and benefits to certain U.S. executives, including the Named Executive Officers, in the event of a qualifying termination of their employment. Among other things, the plan is intended to support talent recruitment and retention objectives (especially at times when there are uncertainties around restructurings and reductions in force) and to provide a consistent approach to executive departures. Additional information concerning the benefits made available under the Severance Plan and the circumstances under which benefits will be made available can be found under “Potential payments upon termination or change in control” beginning on page 96.

  103. Clawback policy and other remedial actions

    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.

  104. 2021 summary compensation table

    2021 summary compensation table The following table shows the compensation earned or received during 2021, 2020, and 2019 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).

  105. 2021 summary compensation table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Michael F. Roman Chairman of the Board and Chief Executive Officer | 2021 | 1,337,487 | — | 5,250,138 | 5,250,960 | 3,131,774 | 2,978,538 | 251,687 | 18,200,584 | | | 2020 | 1,299,948 | — | 5,000,082 | 5,001,553 | 1,582,901 | 7,709,350 | 106,513 | 20,700,347 | | | 2019 | 1,249,568 | — | 5,000,094 | 4,999,946 | 1,256,671 | 5,642,262 | 173,025 | 18,321,566 | | Monish Patolawala(7)(8) Executive Vice President, Chief Financial and Transformation Officer | 2021 | 934,096 | — | 5,717,782 | 1,072,700 | 1,514,739 | — | 177,534 | 9,416,851 | | | 2020 | 442,500 | 700,000 | 5,655,787 | 812,409 | 379,580 | — | 33,954 | 8,024,230 | | Ashish K. Khandpur Group President, Transportation and Electronics Business Group | 2021 | 735,783 | — | 1,560,977 | 520,354 | 938,589 | 345,069 | 65,889 | 4,166,661 | | | 2020 | 692,848 | — | 1,134,184 | 1,134,504 | 270,855 | 2,046,029 | 46,219 | 5,324,639 | | | 2019 | 683,422 | — | 1,748,103 | 1,748,032 | 325,583 | 1,342,856 | 46,535 | 5,894,531 | | Mojdeh Poul(8) Group President, Health Care Business Group | 2021 | 742,296 | — | 1,560,977 | 520,354 | 1,229,041 | — | 163,903 | 4,216,571 | | | 2020 | 683,246 | — | 1,165,400 | 1,165,730 | 305,529 | — | 107,452 | 3,427,357 | | Michael G. Vale Group President, Safety and Industrial Business Group | 2021 | 771,840 | — | 1,352,712 | 1,352,901 | 690,948 | 30,088 | 76,363 | 4,274,852 | | | 2020 | 745,890 | — | 1,134,184 | 1,134,504 | 845,395 | 1,886,940 | 78,283 | 5,825,196 | | | 2019 | 737,093 | — | 1,134,348 | 1,134,151 | 396,967 | 1,619,621 | 60,282 | 5,082,462 |

  106. 2021 summary compensation table

    FOOTNOTES TO 2021 SUMMARY COMPENSATION TABLE

  107. 2021 summary compensation table

    | The amount in the Bonus column reflects the hiring bonus that Mr. Patolawala negotiated in connection with his commencement of employment with the Company. Although the entire amount of the hiring bonus is shown as 2020 compensation, the actual amount was payable in two installments as follows: $400,000 payable within 30 days of his start date and the remainder payable within 30 days of the first anniversary of his start date, assuming continued employment.(1) | | The amounts in the Stock Awards column reflect the aggregate grant date fair value of such awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation, excluding the effect of estimated forfeitures. Assumptions made in the calculation of these amounts are included in Note 18 to the Company’s audited financial statements for the fiscal year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 9, 2022. The amounts included in this column for the performance share awards made during 2021 are calculated based on the probable satisfaction of the performance conditions for such awards. If the highest level of performance is achieved for these performance share awards, the maximum value of these awards at the grant date would be as follows: Mr. Roman — $10,500,276; Mr. Patolawala — $4,290,292; Mr. Khandpur — $2,081,286; Ms. Poul — $2,081, 286; and Mr. Vale — $2,705,424.(2) |

  108. 2021 summary compensation table

    | 88 | 3M Company |

  109. 2021 summary compensation table

    | The amounts in the Option Awards column reflect the aggregate grant date fair value of such awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation, excluding the effect of estimated forfeitures. Assumptions made in the calculation of these amounts are included in Note 18 to the Company’s audited financial statements for the fiscal year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 9, 2022.(3) | | 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.(4) | | 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 13 to the Company’s audited financial statements for the fiscal year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 9, 2022. There were no above-market or preferential earnings on deferred compensation under the Company’s nonqualified deferred compensation programs.(5) | | See the All Other Compensation table below for details of the amounts reported for 2021.(6) | | Mr. Patolawala joined the Company and was appointed Senior Vice President and Chief Financial Officer, effective July 1, 2020.(7) | | No amounts are reported for Mr. Patolawala or Ms. Poul for the year 2019, since they first became Named Executive Officers after that year.(8) |

  110. 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 2021. Except for the annual incentive compensation earned by such Named Executive Officers under the Annual Incentive Plan, all of the awards referred to in this table were granted under the 2016 Long-Term Incentive Plan.

  111. Grants of plan-based awards

    | 2022 Proxy Statement | 89 |

  112. 2021 GRANTS OF PLAN-BASED AWARDS TABLE

    2021 GRANTS OF PLAN-BASED AWARDS TABLE

  113. 2021 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 | All Other Option Awards: Number of Securities | Exercise or Base Price of | Grant Date Fair Value of Stock and | | Name/ Award Type(1) | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | of Stock or Units (#)(4) | Underlying Options (#)(5) | Option Awards ($/Sh)(6) | Option Awards ($)(7) | | Michael F. Roman | | | | | | | | | | | | | | PSA | 03/01/21 | 02/02/21 | | | | 5,952 | 29,761 | 59,522 | | | | 5,250,138 | | Stock Option | 02/02/21 | 02/02/21 | | | | | | | | 207,302 | 175.02 | 5,250,960 | | AIP | n/a | n/a | 14,044 | 2,340,638 | 4,681,276 | | | | | | | | | Monish Patolawala | | | | | | | | | | | | | | PSA | 03/01/21 | 02/01/21 | | | | 2,432 | 12,160 | 24,320 | | | | 2,145,146 | | Stock Option | 02/02/21 | 02/01/21 | | | | | | | | 42,349 | 175.02 | 1,072,700 | | RSU | 02/02/21 | 02/01/21 | | | | | | | 6,128 | | | 1,072,523 | | Special RSU | 11/01/21 | 10/15/21 | | | | | | | 13,922 | | | 2,500,113 | | AIP | n/a | n/a | 5,660 | 943,410 | 1,886,820 | | | | | | | | | Ashish K. Khandpur | | | | | | | | | | | | | | PSA | 03/01/21 | 02/01/21 | | | | 1,180 | 5,899 | 11,798 | | | | 1,040,643 | | Stock Option | 02/02/21 | 02/01/21 | | | | | | | | 20,543 | 175.02 | 520,354 | | RSU | 02/02/21 | 02/01/21 | | | | | | | 2,973 | | | 520,334 | | AIP | n/a | n/a | 3,753 | 625,517 | 1,251,034 | | | | | | | | | Mojdeh Poul | | | | | | | | | | | | | | PSA | 03/01/21 | 02/01/21 | | | | 1,180 | 5,899 | 11,798 | | | | 1,040,643 | | Stock Option | 02/02/21 | 02/01/21 | | | | | | | | 20,543 | 175.02 | 520,354 | | RSU | 02/02/21 | 02/01/21 | | | | | | | 2,973 | | | 520,334 | | AIP | n/a | n/a | 3,786 | 631,054 | 1,262,108 | | | | | | | | | Michael G. Vale | | | | | | | | | | | | | | PSA | 03/01/21 | 02/01/21 | | | | 1,534 | 7,668 | 15,336 | | | | 1,352,712 | | Stock Option | 02/02/21 | 02/01/21 | | | | | | | | 53,411 | 175.02 | 1,352,901 | | AIP | n/a | n/a | 3,937 | 656,171 | 1,312,342 | | | | | | | |

  114. 2021 GRANTS OF PLAN-BASED AWARDS TABLE

    FOOTNOTES TO 2021 GRANTS OF PLAN-BASED AWARDS TABLE

  115. 2021 GRANTS OF PLAN-BASED AWARDS TABLE

    | Abbreviations: PSA = performance share award; RSU = restricted stock unit award; AIP = annual incentive pay.(1) | | The amounts shown as the Estimated Future Payouts Under Non-Equity Incentive Plan Awards reflect the threshold, target, and maximum amounts that may be earned by each individual during 2021 under the Annual Incentive Plan. For more information, see “Annual Incentive” beginning on page 69.(2) | | The amounts shown as the Estimated Future Payouts Under Equity Incentive Plan Awards with respect to 2021 performance shares reflect the threshold, target, and maximum number of shares of 3M common stock that may be earned by each individual pursuant to their 2021 performance share awards. The actual number of shares of 3M common stock to be delivered as a result of these performance shares will be determined by the performance of the Company during the three-year performance period of 2021, 2022, and 2023, as measured against four performance criteria selected by the Compensation and Talent Committee (Relative Organic Volume Growth, Return on Invested Capital, Earnings per Share Growth and Free Cash Flow Conversion). For more information on the performance criteria and formulas used to determine the final number of shares of 3M common stock payable pursuant to these performance shares, see “2021 performance share awards” beginning on page 70.(3) | | The amounts shown as the All Other Stock Awards reflect the number of shares of 3M common stock subject to restricted stock unit awards granted to each individual during 2021. The restricted stock unit awards granted on February 2, 2021, were part of the Company’s annual equity grants made to approximately 6,000 employees. All of the restricted stock units will vest in full on the third anniversary of the grant date.(4) | | The amounts shown as the All Other Option Awards reflect the number of shares of 3M common stock subject to nonqualified stock options granted to each individual during 2021. The options granted on February 2, 2021, were part of the Company’s annual equity grants made to approximately 6,000 employees, and they vest in installments of one-third on each of the first three anniversaries of the grant date.(5) | | 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.(6) | | The amounts shown as the Grant Date Fair Value of Stock and Option Awards were determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation, 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 18 to the Company’s audited financial statements for the fiscal year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 9, 2022.(7) |

  116. 2021 GRANTS OF PLAN-BASED AWARDS TABLE

    | 90 | 3M Company |

  117. 2021 outstanding equity awards at fiscal year-end table

    2021 outstanding equity awards at fiscal year-end table

  118. 2021 outstanding equity awards at fiscal year-end table

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Michael F. Roman | | | | | | | 65,352(10) | 11,608,476 | | | | | | | | | 59,522(11) | 10,572,893 | | | 10,610 | | 101.49 | 02/04/23 | | | | | | | 25,867 | | 126.72 | 02/03/24 | | | | | | | 39,846 | | 165.94 | 02/02/25 | | | | | | | 48,206 | | 147.87 | 02/01/26 | | | | | | | 52,249 | | 175.76 | 02/06/27 | | | | | | | 56,750 | | 233.63 | 02/05/28 | | | | | | | 36,284 | | 195.52 | 07/01/28 | | | | | | | 97,493 | 48,747(2) | 201.12 | 02/04/29 | | | | | | | 77,256 | 154,512(3) | 157.24 | 02/03/30 | | | | | | | | 207,302(4) | 175.02 | 02/01/31 | | | | | | Monish Patolawala | | | | | | | 13,048(10) | 2,317,716 | | | | | | | | | 10,602(10) | 1,883,233 | | | | | | | | | 24,320(11) | 4,319,962 | | | 12,009 | 24,018(5) | 155.43 | 06/30/30 | | | | | | | | 42,349(4) | 175.02 | 02/01/31 | | | | | | | | | | | 12,026(6) | 2,136,178 | | | | | | | | | 6,524(7) | 1,158,858 | | | | | | | | | 6,128(8) | 1,088,517 | | | | | | | | | 13,922(9) | 2,472,965 | | | | Ashish K. Khandpur | | | | | | | 14,824(10) | 2,633,187 | | | | | | | | | 11,798(11) | 2,095,679 | | | 7,838 | | 126.72 | 02/03/24 | | | | | | | 25,445 | | 165.94 | 02/02/25 | | | | | | | 29,392 | | 147.87 | 02/01/26 | | | | | | | 29,803 | | 175.76 | 02/06/27 | | | | | | | 27,273 | | 233.63 | 02/05/28 | | | | | | | 34,084 | 17,043(2) | 201.12 | 02/04/29 | | | | | | | 17,524 | 35,048(3) | 157.24 | 02/03/30 | | | | | | | | 20,543(4) | 175.02 | 02/01/31 | | | | | | | | | | | 2,973(8) | 528,094 | | |

  119. 2021 outstanding equity awards at fiscal year-end table

    | 2022 Proxy Statement | 91 |

  120. 2021 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) | | Mojdeh Poul | | | | | | | 15,232(10) | 2,705,660 | | | | | | | | | 11,798(11) | 2,095,679 | | | 1,634 | | 101.49 | 02/04/23 | | | | | | | 2,921 | | 126.72 | 02/03/24 | | | | | | | 6,194 | | 165.94 | 02/02/25 | | | | | | | 7,203 | | 147.87 | 02/01/26 | | | | | | | 6,749 | | 175.76 | 02/06/27 | | | | | | | 4,899 | | 233.63 | 02/05/28 | | | | | | | 22,114 | 11,058(2) | 201.12 | 02/04/29 | | | | | | | 18,006 | 36,013(3) | 157.24 | 02/03/30 | | | | | | | | 20,543(4) | 175.02 | 02/01/31 | | | | | | | | | | | 2,875(8) | 510,686 | | | | Michael G. Vale | | | | | | | 14,824(10) | 2,633,187 | | | | | | | | | 15,336(11) | 2,724,134 | | | 43,705 | | 101.49 | 02/04/23 | | | | | | | 31,559 | | 126.72 | 02/03/24 | | | | | | | 49,804 | | 165.94 | 02/02/25 | | | | | | | 58,684 | | 147.87 | 02/01/26 | | | | | | | 49,592 | | 175.76 | 02/06/27 | | | | | | | 27,273 | | 233.63 | 02/05/28 | | | | | | | 22,114 | 11,058(2) | 201.12 | 02/04/29 | | | | | | | 17,524 | 35,048(3) | 157.24 | 02/03/30 | | | | | | | | 53,411(4) | 175.02 | 02/01/31 | | | | |

  121. 2021 outstanding equity awards at fiscal year-end table

    FOOTNOTES TO 2021 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

  122. 2021 outstanding equity awards at fiscal year-end table

    | The market value of performance shares or RSUs that have not vested was determined by multiplying the closing price of a share of 3M common stock on the NYSE for December 31, 2021 ($177.63), by the number of performance shares or RSUs shown, respectively.(1) | | These stock options vested in full on February 5, 2022.(2) | | These stock options vested or will vest in installments of one-half on each of February 4, 2022, and February 4, 2023.(3) | | These stock options vested or will vest in installments of one-third on each of February 2, 2022, February 2, 2023, and February 2, 2024.(4) | | These stock options will vest in installments of one-half on each of July 1, 2022, and July 1, 2023.(5) | | These restricted stock units will vest in installments of one-half on each of July 1, 2022, and July 1, 2023, or immediately in the event of Mr. Patolawala’s termination of employment by the Company for reasons other than misconduct or his resignation for good reason.(6) | | These restricted stock units will vest in full on July 1, 2025, or immediately in the event of Mr. Patolawala’s termination of employment by the Company for reasons other than misconduct or his resignation for good reason.(7) | | These restricted stock units will vest in full on February 2, 2024.(8) | | These restricted stock units will vest in full on November 1, 2024.(9) | | 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, 2022, will not vest until December 31, 2022. Under the terms of the awards, these shares of 3M common stock will be delivered no later than March 15, 2023, 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 has exceeded the target levels for this grant.(10) | | 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, 2023, will not vest until December 31, 2023. Under the terms of the awards, these shares of 3M common stock will be delivered no later than March 15, 2024, 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 has exceeded the target levels for this grant.(11) |

  123. 2021 outstanding equity awards at fiscal year-end table

    | 92 | 3M Company |

  124. 2021 option exercises and stock vested table

    2021 option exercises and stock vested table

  125. 2021 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) | | Michael F. Roman | 9,747(3) | 1,071,878 | 23,428(7) | 3,804,864 | | Monish Patolawala | — | — | 6,013(8) | 1,197,128 | | Ashish K. Khandpur | 6,505(4) | 620,390 | 8,191(9) | 1,330,247 | | Mojdeh Poul | 778(5) | 86,160 | 5,413(10) | 880,864 | | Michael G. Vale | 30,875(6) | 2,705,910 | 5,315(11) | 863,219 |

  126. 2021 option exercises and stock vested table

    FOOTNOTES TO 2021 OPTION EXERCISES AND STOCK VESTED TABLE

  127. 2021 option exercises and stock vested table

    | The amounts shown as Value Realized on Exercise were 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.(1) | | The amounts shown as Value Realized on Vesting were determined by multiplying the number of shares acquired on vesting by the closing price of a share of 3M common stock on the NYSE for the vesting date.(2) | | The stock options exercised by Mr. Roman were granted on February 7, 2012, and had an exercise price of $87.89 per share.(3) | | The stock options exercised by Mr. Khandpur were granted on February 5, 2013, and had an exercise price of $101.49 per share.(4) | | The stock options exercised by Ms. Poul were granted on February 7, 2012, and had an exercise price of $87.89 per share.(5) | | The stock options exercised by Mr. Vale were granted on February 7, 2012, and had an exercise price of $87.89 per share.(6) | | 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 23,428 of these shares were attributable to his 2019 performance shares (including dividend equivalent rights) for which the three-year performance period was completed on December 31, 2021. Mr. Roman previously elected to defer receipt of all of the shares issuable pursuant to his 2019 performance shares until following his termination of employment.(7) | | Reflects the number of shares earned by Mr. Patolawala upon the vesting of restricted stock units granted to him on July 1, 2021, under the 2016 Long-Term Incentive Plan.(8) | | Reflects the number of shares earned by Mr. Khandpur upon the vesting of performance shares granted to him under the 2016 Long-Term Incentive Plan. All 8,191 of these shares were attributable to his 2019 performance shares (including dividend equivalent rights) for which the three-year performance period was completed on December 31, 2021.(9) | | Reflects the number of shares earned by Ms. Poul 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, 98 were attributable to restricted stock units granted on February 2, 2021 and 5,315 were attributable to her 2019 performance shares (including dividend equivalent rights) for which the three-year performance period was completed on December 31, 2021. Ms. Poul previously elected to defer receipt of all of the shares issuable pursuant to her 2019 performance shares until following her termination of employment.(10) | | Reflects the number of shares earned by Mr. Vale upon the vesting of performance shares granted to him under the 2016 Long- Term Incentive Plan. All 5,315 of these shares were attributable to his 2019 performance shares (including dividend equivalent rights) for which the three-year performance period was completed on December 31, 2021.(11) |

  128. 2021 option exercises and stock vested table

    | 2022 Proxy Statement | 93 |

  129. 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 13 to the Company’s audited financial statements for the fiscal year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 9, 2022.

  130. 2021 pension benefits table

    2021 pension benefits table

  131. 2021 pension benefits table

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefits ($) | Payments During Last Fiscal Year ($) | | Michael F. Roman | Employee Retirement Income Plan | 33 | 2,128,942 | — | | | Nonqualified Pension Plan | 33 | 24,680,355 | — | | Monish Patolawala | None | — | — | — | | Ashish K. Khandpur | Employee Retirement Income Plan | 27 | 1,403,743 | — | | | Nonqualified Pension Plan | 27 | 5,510,883 | — | | Mojdeh Poul | None | — | — | — | | Michael G. Vale | Employee Retirement Income Plan | 29 | 1,541,739 | — | | | Nonqualified Pension Plan | 29 | 6,293,098 | — |

  132. 2021 pension benefits table

    The Employee Retirement Income Plan (“ERIP”) is a tax-qualified defined benefit pension plan maintained by 3M for its eligible employees in the United States. Effective January 1, 2001, the Company amended the ERIP to include a pension equity formula for (1) employees hired or rehired on or after January 1, 2001, and (2) employees who voluntarily elected the pension equity formula during the one-time choice election period in 2001. The ERIP was closed to new participants effective January 1, 2009, meaning that employees hired or rehired on or after January 1, 2009 (including Mr. Patolawala and Ms. Poul), do not participate in the plan. Of the Named Executive Officers, Mr. Roman and Mr. Khandpur, participate under the non-pension equity formula of the ERIP (referred to as the Portfolio I Plan), while Mr. Vale 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. As of March 13, 2022, none of the Named Executive Officers were eligible to retire with reduced early retirement benefits. Mr. Roman is eligible to retire with unreduced retirement benefits. 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

  133. 2021 pension benefits table

    | 94 | 3M Company |

  134. 2021 pension benefits table

    this Nonqualified Pension Plan generally equals the amount of benefits an employee was not able to earn under the ERIP as a result of the limits imposed by Federal tax laws. The benefits earned under this Nonqualified Pension Plan generally are paid in the form of a single lump-sum cash payment following the termination of their employment (subject to any applicable delay under Federal tax laws). Each of the Named Executive Officers (other than Mr. Khandpur) who participates in the Nonqualified Pension Plan was given a one-time opportunity during 2008 to elect to receive their benefits earned under such plan in the form of a life annuity following their retirement, and none of them elected to receive their benefits in the form of a life annuity.

  135. Nonqualified deferred compensation

    Nonqualified deferred compensation The following table reflects the participation during 2021 by the Named Executive Officers in three nonqualified deferred compensation plans offered by the Company. The Deferred Compensation Excess Plan allows eligible employees to defer for a number of years or until retirement from the Company the receipt of a portion of their base salary and annual incentive compensation. The Performance Awards Deferred Compensation Plan allows eligible employees to defer for a number of years or until retirement from the Company the payout of their performance share awards under the 2016 Long-Term Incentive Plan. The VIP Excess Plan allows eligible employees to defer until retirement from the Company the receipt of a portion of their base salary and annual incentive compensation. All three plans generally allow the eligible employees to elect to receive payment of their account balances in the form of either a single lump sum payment or in up to ten annual installments. With the exception of deferrals of performance shares under the Performance Awards Deferred Compensation Plan, earnings are credited to the amounts deferred under all three plans based on the returns paid on the investment funds available to participants in 3M’s qualified 401(k) plan or a fixed rate of return based on corporate bond yields (as selected by each participant). Earnings are credited to the deferrals of performance shares under the Performance Awards Deferred Compensation Plan based on the return on shares of 3M common stock, including reinvested dividends.

  136. 2021 nonqualified deferred compensation table

    2021 nonqualified deferred compensation table

  137. 2021 nonqualified deferred compensation table

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Michael F. Roman | | | | | | | VIP Excess Plan | 272,539 | 60,834 | 21,395 | | 1,909,303 | | Deferred Compensation Excess Plan | | | 2,855 | | 238,779 | | Performance Awards Deferred Compensation Plan | 2,421,957 | | 370,593 | | 8,043,187 | | Monish Patolawala | | | | | | | VIP Excess Plan | 55,062 | 70,040 | 6,986 | | 136,945 | | Deferred Compensation Excess Plan | | | | | | | Performance Awards Deferred Compensation Plan | | | | | | | Ashish K. Khandpur | | | | | | | VIP Excess Plan | 81,164 | 20,000 | 167,372 | | 1,248,150 | | Deferred Compensation Excess Plan | | | | | | | Performance Awards Deferred Compensation Plan | 712,772 | | 149,785 | | 3,243,335 | | Mojdeh Poul | | | | | | | VIP Excess Plan | 85,283 | 69,240 | 93,668 | | 934,552 | | Deferred Compensation Excess Plan | | | | | | | Performance Awards Deferred Compensation Plan | | | | | | | Michael G. Vale | | | | | | | VIP Excess Plan | 142,224 | 44,788 | 138,058 | | 1,789,427 | | Deferred Compensation Excess Plan | 702,079 | | 94,018 | | 1,185,490 | | Performance Awards Deferred Compensation Plan | 718,122 | | 329,040 | | 7,100,838 |

  138. 2021 nonqualified deferred compensation table

    FOOTNOTES TO 2021 NONQUALIFIED DEFERRED COMPENSATION TABLE

  139. 2021 nonqualified deferred compensation table

    | With the exception of the amounts contributed by Mr. Roman, Mr. Khandpur, and Mr. Vale from the payout of their performance share awards for the 2018-2020 performance period, all amounts contributed by these individuals during 2021 have been included(1) |

  140. 2021 nonqualified deferred compensation table

    | 2022 Proxy Statement | 95 |

  141. 2021 nonqualified deferred compensation table

    | in the Summary Compensation Table as Salary, Stock Awards, or Non-Equity Incentive Plan Compensation earned in 2019, 2020, or 2021. The Summary Compensation Table does not reflect any portion of the contributions from the payout of Mr. Roman’s, Mr. Khandpur’s, and Mr. Vale’s performance share awards for the 2018-2020 performance period because those awards were granted in 2018. | | 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. All amounts contributed by the Company on behalf of these individuals during 2021 are included in the “All Other Compensation” column of the Summary Compensation Table.(2) | | None of these amounts are included in the Summary Compensation Table as compensation earned in 2021, since none of the Company’s nonqualified deferred compensation plans provide above-market or preferential earnings.(3) | | Includes the following amounts reported as compensation for 2019 and 2020 in the Summary Compensation Table: Mr. Roman — $480,529; Mr. Patolawala — $7,112; Mr. Khandpur — $125,310; Ms. Poul — $93,035; and Mr. Vale — $1,247,864.(4) |

  142. Potential payments upon termination or change in control

    Potential payments upon termination or change in control As reflected in the Compensation Discussion and Analysis portion of this Proxy Statement, 3M has no employment agreements with any of the Named Executive Officers nor does it have any change in control plans or arrangements that would provide benefits to any of the Named Executive Officers solely in the event of a change in control of the Company. We also do not have any agreements that would provide automatic “single-trigger” accelerated vesting of equity compensation or excise tax gross-up payments to any of our Named Executive Officers in the event of a change in control of the Company. 3M does maintain a severance plan that provides separation benefits to eligible U.S. employees (including the Named Executive Officers) who incur a qualifying termination. In addition, certain of the Company’s executive compensation and benefit plans provide all participants (including the Named Executive Officers) with certain rights or the right to receive payments in the event of the termination of their employment or upon a change in control of the Company. The terms applicable to these potential rights or payments in various situations are described below. Payments or benefits under other plans and arrangements that generally are provided on a non-discriminatory basis to all similarly situated employees of the Company upon the termination of their employment are not described, including:

  143. Potential payments upon termination or change in control

    | ● | 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 2021 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 2021 Nonqualified Deferred Compensation Table). |

  144. Rights and payments upon retirement

    Rights and payments upon retirement Following retirement (as described below), the Named Executive Officers are entitled to receive:

  145. Rights and payments upon retirement

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

  146. Rights and payments upon retirement

    | 96 | 3M Company |

  147. Rights and payments upon retirement

    For this purpose, the term “Retirement” means a termination of employment with the Company after attaining age 55 with at least 10 years of service (age 55 with at least five years of service for stock options granted before January 1, 2016).

  148. 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:

  149. Rights and payments upon termination due to death

    | ● | 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. |

  150. 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:

  151. Rights and payments upon termination due to disability

    | ● | 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. |

  152. 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:

  153. Rights and payments upon termination for any other reason

    | ● | 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. |

  154. Rights and payments upon termination for any other reason

    The amounts payable to or on behalf of each of the Named Executive Officers in each of the above situations (other than amounts relating to payments or benefits generally provided on a non-discriminatory basis to all similarly situated employees) is reflected in the table below, assuming that each individual’s employment had terminated and/or a change in control of the Company had occurred on December 31, 2021. As of December 31, 2021, Mr. Roman, Ms. Poul, and Mr. Vale were eligible to retire (as that term is defined for purposes of 3M’s stock plans).

  155. Rights and payments upon termination for any other reason

    | 2022 Proxy Statement | 99 |

  156. 2021 Potential payments upon termination or change in control table

    2021 Potential payments upon termination or change in control table

  157. 2021 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 | Retirement/ Other Reason | | Michael F. Roman | | | | | | | Cash Severance | — | — | 7,425,000 | 7,425,000 | — | | Outstanding PSAs(1) | 11,560,366 | — | — | 7,099,537 | — | | Unvested RSUs(2) | — | — | — | — | — | | Unvested Options(3) | 3,691,558 | — | — | 3,691,558 | — | | Life Insurance Proceeds(4) | 3,000,000 | — | — | — | — | | Outplacement Services | — | — | 3,500 | 3,500 | — | | Total | 18,251,924 | — | 7,428,500 | 18,219,595 | — | | Monish Patolawala | | | | | | | Cash Severance(5) | — | — | 3,249,720 | 2,833,206 | — | | Outstanding PSAs(1) | 4,419,215 | — | 2,122,235 | 2,662,931 | — | | Unvested RSUs(2) | 7,077,753 | 7,077,753 | 3,459,390 | 7,077,753 | — | | Unvested Options(3) | 643,730 | — | — | 643,730 | — | | Life Insurance Proceeds(4) | 3,000,000 | — | — | — | — | | 401(k) Plan Vesting | — | — | 22,629 | 22,629 | — | | Outplacement Services | — | — | 3,500 | 3,500 | — | | Total | 15,140,699 | 7,077,753 | 8,857,474 | 13,243,750 | — | | Ashish K. Khandpur | | | | | | | Cash Severance | — | — | 2,069,100 | 2,069,100 | — | | Outstanding PSAs(1) | 2,467,190 | — | 1,482,878 | 1,544,657 | — | | Unvested RSUs(2) | 545,694 | 545,694 | — | 545,694 | — | | Unvested Options(3) | 768,246 | — | — | 768,246 | — | | Life Insurance Proceeds(4) | 2,758,800 | — | — | — | — | | Outplacement Services | — | — | 3,500 | 3,500 | | | Total | 6,539,931 | 545,694 | 3,555,478 | 4,931,197 | — | | Mojdeh Poul | | | | | | | Cash Severance | — | — | 2,178,000 | 2,178,000 | — | | Outstanding PSAs(1) | 2,505,534 | — | — | 1,574,637 | — | | Unvested RSUs(2) | 527,706 | 527,706 | — | 527,706 | — | | Unvested Options(3) | 787,922 | — | — | 787,922 | — | | Life Insurance Proceeds(4) | 2,904,000 | — | — | — | — | | Outplacement Services | — | — | 3,500 | 3,500 | — | | Total | 6,725,163 | 527,706 | 2,181,500 | 5,071,766 | — | | Michael G. Vale | | | | | | | Cash Severance | — | — | 2,166,021 | 2,166,021 | — | | Outstanding PSAs(1) | 2,789,272 | — | — | 1,681,219 | — | | Unvested RSUs(2) | — | — | — | — | — | | Unvested Options(3) | 854,031 | — | — | 854,031 | — | | Life Insurance Proceeds(4) | 2,888,028 | — | — | — | — | | Outplacement Services | — | — | 3,500 | 3,500 | — | | Total | 6,531,331 | — | 2,169,521 | 4,704,771 | — |

  158. 2021 Potential payments upon termination or change in control table

    FOOTNOTES TO 2021 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

  159. 2021 Potential payments upon termination or change in control table

    | Amounts shown reflect the value of performance share awards (PSAs) under the 2016 Long-Term Incentive Plan for which the three-year performance period has not been completed (adjusted to reflect the closing price of a share of 3M common stock on the NYSE for December 31, 2021 ($177.63)), and which would be paid upon the occurrence of the respective triggering events in accordance with the terms of the awards.(1) | | 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. Share values are based on the closing price of a share of 3M common stock on the NYSE for December 31, 2021 ($177.63).(2) |

  160. 2021 Potential payments upon termination or change in control table

    | 100 | 3M Company |

  161. 2021 Potential payments upon termination or change in control table

    | Amounts shown reflect the intrinsic value on December 31, 2021, of unvested, in-the-money 3M stock options that will vest upon the occurrence of the respective triggering events in accordance with the existing contractual terms of the stock options. Intrinsic values are based on the closing price of a share of 3M common stock on the NYSE for December 31, 2021 ($177.63).(3) | | 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.(4) | | Amount shown under “Qualifying Termination in connection with a Change in Control” have been reduced in accordance with the terms of the Severance Plan to provide Mr. Patolawala with a greater after-tax benefit than he otherwise would have received if the full amount were paid and he became subject to an excise tax on “excess parachute payments” pursuant to Section 280G of the Internal Revenue Code.(5) |

  162. 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 2021. The ratio reflects a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934. In identifying our median employee (a full-time production employee in the Midwestern United States), we calculated the target annual Total Cash Compensation of each employee as of December 31, 2021. 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. We selected the median employee from among 95,259 full-time, part-time, temporary, and seasonal workers who were employed as of December 31, 2021. We did not exclude any employees (whether pursuant to the de minimis exemption for foreign employees or any other permitted exclusion) when making this determination. As determined in accordance with Item 402 of Regulation S-K, the 2021 annual total compensation was $18,200,584 for our CEO and $71,821 for our median employee. Among other things, these amounts include base salary, overtime, incentive payments, stock-based compensation (based on the grant date fair value of awards granted during 2021), changes in pension values and retirement plan contributions. As calculated in this manner, the ratio of our CEO’s total compensation to our median employee’s total compensation for fiscal year 2021 is 253 to 1.

  163. Pay ratio

    | 2022 Proxy Statement | 101 |