DEF 14A of 3M Co, Mar 22, 2023

DEF 14A of 3M Co

Filed Mar 22, 2023 · FY20220001308179-23-000288

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 10 Director Nominees for this Annual Meeting.

  2. Director nominees, board diversity of skills and experience

    | Qualifications and Attributes | | Brown | Chow | Dillon | Eskew | Fitterling | Hood | Kereere | Page | Pizarro | Roman | | | Leadership | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | Manufacturing | ■ | | | ■ | ■ | | | ■ | | ■ | | | Supply Chain | ■ | ■ | ■ | ■ | ■ | | ■ | ■ | ■ | ■ | | | Technology | | ■ | ■ | ■ | ■ | ■ | ■ | | ■ | ■ | | | Finance | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | Global | ■ | ■ | | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | Risk Management | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | Marketing | | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | | Demographic Background | | | | | | | | | | | | | Tenure (Years) | | 10 | <1 | 8 | 20 | 2 | 6 | 1 | 7 | <1 | 5 | | Age (Years) | | 67 | 56 | 71 | 73 | 61 | 51 | 57 | 71 | 57 | 63 | | Gender (Male/Female) | | M | F | M | M | M | F | F | M | M | M | | Race/Ethnicity | | | | | | | | | | | | | African American/Black | | ■ | | | | | | ■ | | | | | Asian | | | ■ | | | | | | | | | | Hispanic | | | | | | | | | | ■ | | | Caucasian/White | | | | ■ | ■ | ■ | ■ | | ■ | | ■ |

  3. Nominees for director

    Nominees for director

  4. Nominees for director

    | Age 67 Director since 2013 Other current directorships ● ConAgra Foods, Inc. 3M Board committee(s) ● Audit ● Nominating and Governance (Chair-elect) 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. | | Age 56 Director since 2023 Other current directorships ● Franklin Covey Co. (lead independent director) 3M Board committee(s) ● Compensation and Talent ● Science, Technology & Sustainability | Anne H. Chow Independent Retired Chief Executive Officer, AT&T Business Professional Highlights Ms. Chow is the retired Chief Executive Officer of AT&T Business, which provides solutions to businesses across all industries as well as the public sector. She is also the founder and CEO of The Rewired CEO, a business service firm, and serves as Adjunct Professor of Executive Education at the Kellogg School of Management, Northwestern University. Ms. Chow served as the CEO of AT&T Business from 2019 to 2022 after having served in various executive leadership positions at AT&T since 2000, including President — National Business, President — Integrator Solutions, and Senior Vice President — Premier Client Group. At AT&T Business, Ms. Chow was responsible for nearly 3 million business customers in more than 200 countries and territories around the world, including nearly all the world’s Fortune 1000 companies. Her responsibilities encompassed AT&T’s full suite of business services across wireless, networking, cybersecurity, and advanced solutions, covering more than $35 billion in revenues with an organization of over 35,000 people. She has a long track record of community leadership involvement in board and advisory roles at organizations such as the Girl Scouts of the USA, New Jersey Chamber of Commerce, and the Asian American Justice Center. Reflective of her impact in driving success at the intersection of people, culture, and technology, Ms. Chow was named to Fortune’s Most Powerful Women in Business twice, Forbes inaugural CEO Next List of Leaders set to revolutionize American business, and recognized with Linkage’s Legends in Leadership Award. Nominee Qualifications Ms. Chow’s master’s degree in business administration from Cornell University, her bachelor’s and master’s degrees in electrical engineering from Cornell University, her decades of executive leadership positions at AT&T, including as CEO of AT&T Business, and her extensive global and cross-functional experience in management, technology, cybersecurity, marketing and sales, operations, strategy, business and culture transformation, finance, and ESG matters, as well as her experience as a director at another public company, qualify her to serve as a director of 3M. |

  5. Nominees for director

    | Age 71 Director since 2015 Other current directorships ● Union Pacific Corporation 3M Board committee(s) ● Audit (Chair) ● Nominating and Governance | 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. | | Age 73 Director since 2003 Other current directorships ● None 3M Board committee(s) ● Audit ● Compensation and Talent Directorships within the past five years ● The Allstate Corporation ● Eli Lilly and Company ● International Business Machines Corporation | 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. |

  6. Nominees for director

    | Age 61 Director since 2021 Other current directorships ● Dow Inc. 3M Board committee(s) ● Compensation and Talent (Chair-elect) | 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 Chair of the Board of Directors of the National Association of Manufacturers and immediate past 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. | | Age 51 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. |

  7. Nominees for director

    | Age 57 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. Ms. Kereere is a director at Electronic Transactions Association. 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. | | Age 71 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) | 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 was a director and past non-executive Chair of the Board of Big Brothers Big Sisters of America, retiring in 2022. He is past President and board member of the Northern Star Council of the Boy Scouts of America. Mr. Page is a board member at Alight, a nonprofit company serving primarily refugees and displaced people. 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. |

  8. Nominees for director

    | Age 57 Director since 2023 Other current directorships ● Edison International 3M Board committee(s) ● Audit | Pedro J. Pizarro Independent President and Chief Executive Officer and Director, Edison International Professional Highlights Dr. Pizarro has been President and Chief Executive Officer of Edison International, the parent company of Southern California Edison (SCE), one of the nation’s largest electric utilities, since 2016. Edison International is also the parent company of Edison Energy, a portfolio of competitive businesses providing commercial and industrial customers with energy management and procurement services. Prior to that, he served as President of SCE from 2014 to 2016. From 2011 to 2014, Dr. Pizarro served as President of Edison Mission Energy, an indirect subsidiary of Edison International until the sale of its principal assets in 2014. He has held a wide range of other senior executive positions at the Edison International companies since joining in 1999, including Executive Vice President responsible for SCE’s transmission and distribution system, power procurement and generation. Dr. Pizarro also previously served as Vice President and Senior Vice President of Power Procurement, and Vice President of Strategy and Business Development. Dr. Pizarro is a vice chairman of the Edison Electric Institute, a director of the Electric Power Research Institute, a member of the Electricity Subsector Coordinating Council, and a Trustee of the California Institute of Technology. Prior to his work at the Edison International companies, Dr. Pizarro was a senior engagement manager with McKinsey & Company. Nominee Qualifications Dr. Pizarro’ bachelor’s degree in chemistry from Harvard University, his Ph.D. in chemistry from the California Institute of Technology, his extensive leadership experiences with Edison International, including as President and Chief Executive Officer, his extensive board service, and his knowledge and experiences with leadership, risk management, technology, safety and operations, workforce management, cybersecurity, regulatory and government affairs, business resiliency, mergers and acquisitions, and strategic planning qualify him to serve as a director of 3M. | | Age 63 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. |

  9. 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. |

  10. 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:

  11. 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. |

  12. 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.

  13. 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:

  14. 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 2022. | | | 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. |

  15. Director compensation

    Director compensation

  16. 2022 director compensation table

    2022 director compensation table The table below shows the amounts earned by our non-employee directors in 2022. As Ms. Chow and Mr. Pizarro joined the Board on February 9, 2023, they did not earn any director compensation during 2022.

  17. 2022 director compensation table

    | Non-employee Director | Fees Earned or Paid in Cash ($)(3) | Stock Awards ($)(4) | All Other Compensation ($)(5) | Total ($) | | Thomas “Tony” K. Brown | 135,000 | 185,000 | 578 | 320,578 | | Pamela J. Craig(1) | 152,778 | 185,000 | 5,622 | 343,400 | | David B. Dillon(1) | 160,000 | 185,000 | 1,082 | 346,082 | | Michael L. Eskew(1) | 175,000 | 185,000 | 6,351 | 366,352 | | James R. Fitterling | 135,000 | 185,000 | 277 | 320,278 | | Herbert L. Henkel(2) | 48,215 | — | — | 48,215 | | Amy E. Hood | 135,000 | 185,000 | 1,096 | 321,096 | | Muhtar Kent(1) | 155,000 | 185,000 | 1,098 | 341,098 | | Suzan Kereere(2) | 130,000 | 231,123 | 756 | 361,880 | | Dambisa F. Moyo | 135,000 | 185,000 | 1,021 | 321,021 | | Gregory R. Page(1) | 160,000 | 185,000 | 1,027 | 346,027 | | Patricia A. Woertz(1),(2) | 50,437 | — | — | 50,437 |

  18. 2022 director compensation table

    | FOOTNOTES TO 2022 DIRECTOR COMPENSATION TABLE | | Lead Director or Committee Chair during all or a portion of 2022.(1) | | Director compensation prorated according to effective date of election, appointment, or retirement: Ms. Kereere was appointed to the Board, effective February 10, 2022; Ms. Craig succeeded Ms. Woertz as Chair of the Compensation and Talent Committee, effective February 10, 2022; and each of Mr. Henkel and Ms. Woertz retired from the Board, effective May 10, 2022.(2) | | This column represents the amount of all fees earned or paid in cash for services as a director, including the annual cash retainer and the annual lead director and committee chair fees. With respect to Suzan Kereere, the amount shown also includes $10,000 for her services on a special committee. The table below shows the amount of cash compensation earned during 2022 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) |

  19. 2022 director compensation table

    | | Cash Fees Paid in Common Shares or DSUs at Director’s Election | 3M Common Shares or DSUs Received | | Non-Employee Directors | ($) | ($) | | Thomas “Tony” K. Brown | — | — | | Pamela J. Craig | — | — | | David B. Dillon | — | — | | Michael L. Eskew | 175,000 | 1,351 | | James R. Fitterling | 135,000 | 1,042 | | Herbert L. Henkel | 48,215 | 332 | | Amy E. Hood | — | — | | Muhtar Kent | 155,000 | 1,216 | | Suzan Kereere | — | — | | Dambisa F. Moyo | — | — | | Gregory R. Page | — | — | | Patricia A. Woertz | 50,437 | 348 |

  20. 2022 director compensation table

    | This column represents the grant date fair value of the stock awards made in 2022, 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 2022 Annual Meeting, the amount shown for Ms. Kereere includes $46,123 attributable to the prorated annual stock retainer she received for her service to the Board from the date of her appointment through the date of the 2022 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) |

  21. Reasonableness of non-employee director compensation

    Reasonableness of non-employee director compensation As described above, our philosophy on director compensation is to pay directors fairly for work required in a company of our size and complexity, provide a significant portion of the total compensation in the form of equity-based compensation to align directors’ interests with the long-term interests of our shareholders, and structure compensation in a simple and transparent manner. We believe that the application of this philosophy has resulted in a non-employee director compensation program that reflects best-in-class design with the following provisions:

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

  23. Compensation discussion and analysis

    | 2022 AIP attainments and payouts | 75 | | Status of outstanding performance share awards | 78 | | Performance share accruals based on 2022 performance | 80 |

  24. Executive compensation program aligned with shareholders

    | ● | The short-term incentive program paid out at 54 percent of target for our CEO and between 40.3 percent and 84.8 percent of target for our other Named Executive Officers; | | ● | The long-term performance shares for the 2020-2022 performance period were earned at 94.8 percent of target, which represented 84.4 percent of the initial target grant value after considering the change in market value of 3M’s common stock over the performance period and accounting for the dividend equivalents associated with earned performance shares; and | | ● | The Company’s 2022 performance also resulted in accruals significantly below target, at 6.8 percent and zero percent of target, for the 2022 performance year of the outstanding 2021 performance share awards (2021 – 2023 performance period, where 2022 performance is weighted 30 percent) and 2022 performance share awards (2022 – 2024 performance period, where 2022 performance is weighted 50 percent), respectively. |

  25. Executive compensation program aligned with shareholders

    Performance metrics used in 3M’s 2022 annual and long-term incentive programs reflected sharpened focus on the Company’s performance against the operating plan, cash flow growth, inventory, and receivables performance to position us for the future. The Committee also approved a new ESG performance payout modifier for the 2022 annual incentive program to support progress toward 3M’s sustainability priorities and updated the benchmark used for the relative performance metric in the 2022-2024 long-term incentive program to improve alignment with 3M’s business portfolio. As we enter 2023, we are taking decisive actions to streamline the organization and improve our manufacturing and supply chain operations. We are staying close to our customers and continuing to invest in innovation as we forge the foundation for 3M’s sustainable growth built on the strength of 3M’s people, industry-leading innovation, advanced manufacturing, global capabilities, and our iconic brands.

  26. Elements of 2022 target total direct compensation

    Elements of 2022 target total direct compensation The table below shows how the 2022 target Total Direct Compensation of the Named Executive Officers was apportioned among base salary, annual incentives, performance share awards, stock options, and restricted stock units (RSUs), summarizes the rationale for providing and key characteristics of each such element, and lists the performance metrics, weightings, and modifiers used for annual and long-term incentives granted in 2022.

  27. Elements of 2022 target total direct compensation

    | | | 2022 Pay Elements(1) | | | | 2022 Performance | | | | CEO | Other NEOs | Why It Is Provided | Key Characteristics | Metrics, Weightings, and Modifiers(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 approved by the Committee, which is comprised entirely of independent directors ● Payouts based on performance against preestablished business objectives over a 12-month period ● Payouts adjusted or left unchanged based on individual performance against preestablished goals and objectives and the Committee’s determination of 3M’s holistic performance against a set of preestablished objective ESG metrics ● Payouts cannot exceed 200% of an executive’s weighted-average target annual incentive amount | ● Local Currency Sales (of 3M or a business unit, as applicable) vs. Plan (50%) ● Operating Income (of 3M or a business unit, as applicable) vs. Plan (30%) ● 3M Operating Cash Flow Conversion vs. Plan (20%) ● Individual performance multiplier (± 20%) ● ESG modifier (± 10% of target) | | | | Performance Shares | | ● Motivate executives to focus on continuously improving performance in key financial metrics believed to drive long-term shareholder value ● Retain executive talent | ● Performance metrics and goals approved by the Committee, which is comprised entirely of independent directors ● Payouts based on performance against preestablished goals over three years ● Maximum payout equal to 200% of the target number of performance shares ● Cash-settled dividend equivalent rights that are payable only if the underlying shares are earned | ● Earnings per Share Growth (33.3%) ● Free Cash Flow Growth (33.3%) ● Relative Organic Sales Growth (33.3%) | | | | Stock Options(3) | | ● Motivate executives to build long-term shareholder value ● Retain executive talent | ● Provide value only if stock price increases ● Exercise price equal to the grant date closing price for a share of 3M common stock ● Ratable three-year vesting schedule ● Maximum term of 10 years | ● Vesting is based on continued service, while value of the options is based on stock price appreciation (100%) | | | | Restricted Stock Units(3) | | ● Motivate executives to build long-term shareholder value ● Retain executive talent | ● Three-year “cliff” vesting schedule ● Cash-settled dividend equivalent rights that are payable only if the underlying shares are earned | ● Vesting is based on continued service, while value of the RSUs is based on total shareholder return (100%) |

  28. Elements of 2022 target total direct compensation

    | 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. The percentages shown for the Other NEOs also do not reflect items provided to Ms. Poul, who retired in 2022. If Ms. Poul had been included, the percentages shown would have been as follows: Base Salary — 16%; AIP — 16%; PSAs — 34%; Stock Options — 17%; and RSUs — 17%. Numbers may not add to 100 percent due to rounding. | | 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) | | For the Company’s CEO, the Committee chose to deliver 50 percent of the target grant value of his annual long-term incentive awards in the form of performance shares and the remaining 50 percent in the form of stock options. Each of the Company’s other executives was given an opportunity to indicate a preference to receive 50 percent of the target grant value of their annual long-term incentive awards in the form of RSUs, stock options, or an equal split of both stock options and RSUs. Regardless of an executive’s indicated preference, the remaining 50 percent of the target grant value of his or her 2022 annual long-term incentive awards was delivered in the form of performance shares. The percentages shown reflect the apportionment of stock options and RSUs based on the NEO’s 2022 elections (other than our CEO, who was not offered an opportunity to make an election).(3) |

  29. 2022 annual incentive compensation

    2022 annual incentive compensation

  30. 2022 annual incentive compensation

    | For the Named Executive Officers whose 2022 annual incentive compensation payout was calculated based on the Company’s overall performance, the payout (before any adjustment for individual performance) was 54.0 percent of the target amount. The payouts reflect the Committee’s view of our performance against the financial goals established for 2022, as shown below, and its decision not to increase or decrease the payouts using the ESG modifier. | All 2022 financial performance targets for the AIP were set at or above 2021 results. In approving these targets, the Committee considered 3M’s internal business plans, which were reviewed and approved by the Board and reflected external market conditions, continuing 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. |

  31. Dollar Amounts in Millions

    For more information concerning the calculation of the 2022 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 “2022 AIP attainments and payouts” on page 75.

  32. 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 2020 performance share awards issued to the Named Executive Officers ended on December 31, 2022. Based on the financial results achieved during 2020 – 2022 and excluding dividend equivalents, the Named Executive Officers received 94.8 percent of the target performance shares subject to their 2020 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 2020 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, 2022) equaled 84.4 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 (2020 — 50 percent; 2021 — 30 percent; and 2022 — 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 2020 performance share awards reflects the mixed results achieved during the performance period.

  33. 2020 performance share award results (2020-2022 performance period)

    2020 performance share award results (2020-2022 performance period)

  34. 2020 performance share award results (2020-2022 performance period)

    | | | | 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% | –5.7% | 0% | | | | Target | 8% | 20% | Year 2 – 30% | 14.4% | 12% | | | | Maximum | 12% | 40% | Year 3 – 20% | –0.2% | 0% | | Relative Organic Volume Growth | | Threshold** | –1% | 8% | Year 1 – 50% | 2.6% | 40% | | | | Target | 0.5% | 40% | Year 2 – 30% | 0.1% | 9.4% | | | | Maximum | 2% | 80% | Year 3 – 20% | –7.2% | 0% | | Return on Invested Capital | | Threshold** | 18% | 4% | Year 1 – 50% | 17.1% | 0% | | | | Target | 20% | 20% | Year 2 – 30% | 19.5% | 4.8% | | | | Maximum | 23% | 40% | Year 3 – 20% | 18.4% | 1.5% | | Free Cash Flow Conversion | | Threshold** | 95% | 4% | Year 1 – 50% | 132% | 20% | | | | Target | 100% | 20% | Year 2 – 30% | 101% | 7.1% | | | | Maximum | 105% | 40% | Year 3 – 20% | 82% | 0% | | Total | | | | | | | 94.8% |

  35. 2020 performance share award results (2020-2022 performance period)

    | Results reflect certain adjustments that the Committee believed were appropriate to better reflect the Company’s performance during the performance period. See Appendix A to this Proxy Statement for a reconciliation of earnings per share, free cash flow, and free cash flow conversion to our results for the most directly comparable financial measures as reported under GAAP, and the calculation of return on invested capital.* | | No payout is provided for below threshold performance.** |

  36. 2020 performance share award results (2020-2022 performance period)

    The Company’s 2022 performance will also impact the payouts of the 2021 performance share awards and 2022 performance share awards, where the weighting of 2022 performance is 30 percent and 50 percent, respectively. To illustrate this point, the charts below show the percent of target performance shares accrued each year during the relevant performance period based on the Company’s performance.

  37. Percent of target performance shares accrued by year* (excluding dividend equivalents)

    Percent of target performance shares accrued by year* (excluding dividend equivalents)

  38. 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 approved by the Committee at the beginning of the performance period. |

  39. Percent of target performance shares accrued by year* (excluding dividend equivalents)

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

  40. Percent of target performance shares accrued by year* (excluding dividend equivalents)

    For more information concerning the overall status of the performance share awards that were outstanding on December 31, 2022, the metrics, goals and weightings for such awards, and the impact that the Company’s 2022 performance had on such awards, see “Status of outstanding performance share awards” and “Performance share accruals based on 2022 performance” beginning on pages 78 and 80, respectively.

  41. Impact of changes in stock price

    Impact of changes in stock price The performance of 3M’s stock has a material impact on the amount of compensation realized by our Named Executive Officers. Our stock ownership guidelines also require covered executives, including the Named Executive Officers, to own amounts of Company stock having a value exceeding a specified multiple of their base salary. If the market price of 3M’s stock declines, so does the value of the stock they own. Similarly, all long-term incentives awarded to our Named Executive Officers are equity-based and therefore increase or decrease in value consistent with 3M’s total shareholder return or, in the case of stock options, the value of 3M’s common stock. The stock and stock options held by our Named Executive Officers throughout 2022 decreased in value during the year as the closing price for a share of the Company’s common stock on the NYSE decreased from $177.63 on December 31, 2021, to $119.92 on December 30, 2022, at which time all outstanding stock options held by our Named Executive Offers were underwater. Likewise, the value of the performance shares and restricted stock units held by our Named Executive Officers throughout the year decreased consistent with the one-year total shareholder return for the Company’s stock. The chart below shows how our CEO’s target Total Direct Compensation for each of the last three fiscal years compared to his realizable pay as of the end of each such year and demonstrates that our compensation programs have been working as the Committee intended to align our CEO’s realizable pay to the Company’s performance. Realizable pay provides a retrospective look at pay versus performance that reflects the intrinsic value of equity awards granted during the year.

  42. 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 about the new design, see “Annual incentive” on page 71. | | ● | Added a new 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 may 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 selection of pre-set objective ESG goals. For more information about the new ESG modifier, see “Annual incentive — ESG Modifier” 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 “Long-term incentives — 2022 performance share awards” on page 72. | | ● | 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 our CEO) may ask to receive in the form of stock options, restricted stock units, or a combination of both. Regardless of an executive’s indicated preference, the remaining 50 percent of the target grant value of his or her 2022 annual long-term incentive awards was delivered in the form of performance shares. | | ● | Effective August 11, 2022, amended the Executive Severance Plan to cap at target the amount of any payment under the Annual Incentive Plan that relates to the period following the participant’s termination of employment. |

  43. 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.). |

  44. Principles

    | Responsible Party | Primary Roles and Responsibilities Relating to Compensation Decisions | | Compensation and Talent Committee (Composed solely of independent, non-employee directors and reports to the Board) | ● Reviews the design of, and risks associated with, the Company’s compensation policies and practices; ● Approves the compensation of our Chief Executive Officer, subject to ratification by the independent members of the Board of Directors; ● Approves the compensation of our other Named Executive Officers; ● Approves the performance metrics, goals, modifiers, payout slopes, and other elements used in the performance-based long-term and short-term incentive compensation arrangements of our executive officers; ● Approves annual performance goals and objectives for our Chief Executive Officer; ● Conducts an annual evaluation of our Chief Executive Officer’s performance and reviews such 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 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. |

  45. Principles

    | During 2022, 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.* |

  46. 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.

  47. Executive compensation peer group

    Executive compensation peer group For 2022, the executive compensation peer group consisted of the companies identified below (which remained the same as in the previous year), as recommended by the Committee’s independent compensation consultant and approved by the Committee. The companies in this executive compensation peer group were selected because (1) their performance was monitored regularly by the same market analysts who monitor the performance of 3M (investment peers) and they are considered major business-segment competitors used internally for performance comparisons, or (2) they met certain criteria based on similarity of their business, market capitalization (based on an eight-quarter rolling average), annual revenues, and/or Midwest corporate headquarters, and compete with 3M for capital or talent. (Dollars in millions)

  48. Executive compensation peer group

    | Latest Four Quarters Revenues(1) | | | Johnson & Johnson | $94,943 | | The Procter & Gamble Company | $80,281 | | General Electric Company | $76,555 | | The Boeing Company | $66,608 | | Caterpillar Inc. | $59,427 | | Deere & Company | $55,646 | | Abbott Laboratories | $43,653 | | Honeywell International Inc. | $35,466 | | 3M Company | $34,229 | | Danaher Corporation | $31,471 | | Medtronic plc | $30,806 | | Johnson Controls International plc | $25,505 | | Eaton Corporation plc | $20,752 | | Kimberly-Clark Corporation | $20,175 | | Emerson Electric Co. | $19,846 | | Parker-Hannifin Corporation | $17,182 | | TE Connectivity Ltd. | $16,304 | | Illinois Tool Works Inc. | $15,932 | | Corning Incorporated | $14,189 | | DuPont de Nemours, Inc. | $13,017 | | 75th Percentile | $57,537 | | Mean | $38,829 | | Median | $30,806 | | 25th Percentile | $18,514 | | 3M Percentile Rank | 59% |

  49. Executive compensation peer group

    | Trailing Eight-Quarter Average Market Capitalization(1) | | | Johnson & Johnson | $441,620 | | The Procter & Gamble Company | $345,223 | | Danaher Corporation | $199,600 | | Abbott Laboratories | $199,175 | | Honeywell International Inc. | $134,831 | | Medtronic plc | $132,946 | | Deere & Company | $111,398 | | The Boeing Company | $110,910 | | Caterpillar Inc. | $110,735 | | General Electric Company | $94,693 | | 3M Company | $83,375 | | Illinois Tool Works Inc. | $66,274 | | Eaton Corporation plc | $60,440 | | Emerson Electric Co. | $52,773 | | Johnson Controls International plc | $44,408 | | Kimberly-Clark Corporation | $43,863 | | TE Connectivity Ltd. | $41,703 | | Parker-Hannifin Corporation | $37,266 | | DuPont de Nemours, Inc. | $34,678 | | Corning Incorporated | $29,484 | | 75th Percentile | $133,889 | | Mean | $120,633 | | Median | $94,693 | | 25th Percentile | $44,135 | | 3M Percentile Rank | 48% |

  50. 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, 2023. Market Capitalizations are stated in millions as of February 28, 2023.(1) |

  51. 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 2022, 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.

  52. Survey peer group

    Survey peer group For 2022, there were approximately 350 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.

  53. 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:

  54. 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.

  55. Target total direct compensation mix for 2022

    Target total direct compensation mix for 2022 The illustrations below show how the 2022 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.

  56. Target total direct compensation mix for 2022

    | Amounts shown reflect the average apportionment for all Named Executive Officers other than Mr. Roman and Ms. Poul. If Ms. Poul had been included, the percentages shown would have been as follows: Base Salary — 16%; AIP — 16%; PSAs — 34%; Stock Options — 17%; and RSUs — 17%. Numbers may not add to 100 percent due to rounding.* |

  57. 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. New AIP design for 2022. In consultation with its independent compensation consultant and following discussions with management of the Company, the Committee approved significant changes to the design of the AIP offered to the Company’s executive officers in 2022 by:

  58. Annual incentive

    | ● | replacing the business unit and total 3M economic profit metrics with new metrics tied to business unit Operating Income and total 3M Operating Cash Flow Conversion 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; | | ● | updating the weightings to place a stronger emphasis on items within the control of the business units and improve alignment with market practices; and | | ● | adding a modifier to incentivize the executive team to exceed the Committee’s expectations on progress toward our ESG goals and hold them accountable when they fall short of the Committee’s expectations. |

  59. Annual incentive

    Basic calculation. For 2022, the amount a participant earned under the AIP was calculated using the formula shown below.

  60. Annual incentive

    | Business performance factor. The business performance factor is determined based on the performance of 3M and, in some cases, the business unit(s) for which each Named Executive Officer had responsibility throughout the year against three metrics, as indicated in the table below. | The 2022 performance target for each metric and business unit shown was set at or above 2021 results. |

  61. Annual incentive

    | Performance Metric | | Local Currency Sales vs. Plan | Operating Income vs. Plan | Operating Cash Flow Conversion vs. Plan | | Weighting | | | | | | Business Unit Used to Calculate Business Performance Factor | Mr. Roman | 3M Worldwide | 3M Worldwide | 3M Worldwide | | | Mr. Patolawala | 3M Worldwide | 3M Worldwide | 3M Worldwide | | | Mr. Gibbons | 3M Worldwide | 3M Worldwide | 3M Worldwide | | | Mr. Lavers | Consumer & 3M | Consumer & 3M | 3M Worldwide | | | | Worldwide | Worldwide | | | | Mr. Vale | Safety and Industrial | Safety and Industrial | 3M Worldwide | | | Ms. Poul | Health Care | Health Care | 3M Worldwide |

  62. 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 70. ESG Modifier. Amounts earned by senior executives may be increased by 10 percent of target, decreased by 10 percent of target, or left unchanged based on the Committee’s determination of 3M’s holistic performance against a set of preestablished, objective ESG metrics (referred to as the “ESG Scorecard”). For 2022, the metrics included on the ESG Scorecard 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.

  63. 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 increased (from 25 percent to 50 percent) the portion of the target grant value that the Company’s executives (other than our CEO) may ask to receive in the form of RSUs, stock options, or an equal split of both stock options and RSUs. Regardless of an executive’s indicated preference, the remaining 50 percent of the target grant value of his or her 2022 annual long-term incentive awards was delivered in the form of performance shares. For the Company’s CEO, the Committee chose to deliver 50 percent of the target grant value of his annual long-term incentive awards in the form of performance shares and the remaining 50 percent in the form of stock options. The terms of the 2022 performance share awards, 2022 stock options, and 2022 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. Lavers in July 2022 in connection with a significant expansion of his duties and responsibilities and as a further incentive for Mr. Lavers to remain with the Company, see “Section V: 2022 compensation decisions and performance highlights — Jeffrey R. Lavers — Compensation Decisions” on page 84.

  64. 2022 performance share awards

    2022 performance share awards In consultation with its independent compensation consultant and following discussions with management of the Company, the Committee approved significant changes to the design of the performance shares awarded in 2022 by:

  65. 2022 performance share awards

    | ● | replacing the Free Cash Flow Conversion metric with a Free Cash Flow Growth metric that is intended to strengthen the link to shareholder returns by measuring cash flow improvement; | | ● | replacing the Relative Organic Volume Growth metric with a Relative Organic Sales Growth metric that is intended to enhance alignment with the Company’s operating plan and external guidance; |

  66. 2022 performance share awards

    | ● | eliminating the Return on Invested Capital metric in order to place greater emphasis on other metrics that are believed to have a stronger link to value creation for 3M in the current environment; and | | ● | changing the benchmark used for the relative metric (from the Worldwide IPI to a weighted blend of the Worldwide IPI and the Worldwide GDP for the relevant period) in order to improve alignment of the macro benchmark with 3M’s business portfolio. |

  67. 2022 performance share awards

    Performance shares awarded in 2022 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 2022, 2023, and 2024. The number of shares of 3M common stock that will be issued for each 2022 performance share is linked to the Company’s performance as measured by the equally weighted criteria of Earnings per Share Growth, Relative Organic Sales Growth, and Free Cash Flow Growth. 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 three independent performance criteria is measured separately for each calendar year during the three-year measurement period, with each year weighted as follows: 2022 — 50 percent; 2023 — 30 percent; and 2024 — 20 percent. However, the targets against which the Company’s performance is measured over the course of the three-year performance period are fixed at the time the grant is awarded, subject to adjustments only in limited circumstances (such as a stock split, spinoff, etc.). 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, 2024, may be anywhere from 0 percent to 200 percent of the target number of performance shares awarded, depending on the performance of the Company over the course of 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. Each performance share award also includes cash-settled dividend equivalent rights that are payable only on the final number of shares earned. For awards tied to the achievement of performance goals over the years 2022, 2023, and 2024, 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 three 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.

  68. 2022 performance share awards

    | 2022 Performance Share Award Targets | | | 2022 Performance Levels* | 2023-2024 Performance Levels* | Payout Level (% of Target) | | Earnings Per Share Growth | | Threshold** | 1% | 3% | 6 2/3% | | | | Target | 4% | 6% | 33 1/3% | | | | Maximum | 7% | 9% | 66 2/3% | | Relative Organic Sales Growth | | Threshold** | –1.5% | –1.5% | 6 2/3% | | | | Target | 0.0% | 0.0% | 33 1/3% | | | | Maximum | 1.5% | 1.5% | 66 2/3% | | Free Cash Flow Growth | | Threshold** | -7% | 3% | 6 2/3% | | | | Target | -4% | 6% | 33 1/3% | | | | Maximum | -1% | 9% | 66 2/3% |

  69. 2022 performance share awards

    | After considering the Company’s 2022 operating plan and its long-term strategic plan, the Committee decided to set the threshold, target, and maximum goals as shown based on expectations for each year, with certain goals being set higher for 2023 and 2024. The Committee believes all of the goals were set consistent with, and aligned to, the Company’s strategic priorities and its objective of increasing shareholder value over the long term. The 2022 Free Cash Flow Growth target was set below 2021 results due to an anticipated increase in capital expenditures for growth and sustainability investments and the cash impact from capitalization of research and development for U.S. tax purposes. The 2023-2024 Free Cash Flow Growth target was set at a higher level, reflecting expectations for a stronger macroeconomic environment. Each of the targets was 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.* | | No payout is provided for below threshold performance.** |

  70. 2022 performance share awards

    The above targets are not a prediction of how 3M will perform during the years 2022 through 2024 or any other period in the future. The sole purpose of these formulas, which were approved by the Committee at the time the awards were granted, is to establish a method for determining the number of shares of 3M common stock to be delivered for the performance share awards described above. 3M is not providing any guidance, nor updating any prior guidance, of its future performance with the disclosure of these formulas, and you are cautioned not to rely on these formulas as a prediction of 3M’s future performance.

  71. 2022 stock options

    2022 stock options Stock options granted to the Named Executive Officers in 2022 as part of their annual long-term incentive compensation have the following features:

  72. 2022 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. |

  73. 2022 restricted stock units

    2022 restricted stock units Restricted stock unit awards granted to the Named Executive Officers in 2022 as part of their annual long-term incentive compensation have the following features:

  74. 2022 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. |

  75. 2022 AIP attainments and payouts

    2022 AIP attainments and payouts During 2022, 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 2022 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.

  76. Dollar amounts in millions

    | Performance Metric | Business Unit | Threshold ($) | Target ($) | Maximum ($) | Actual vs. Target | Payout % | Weighting | Weighted Payout % | | Local Currency Sales vs. Plan | 3M Worldwide | | | | 97% | 71.9% | | 36.0% | | Operating Income vs. Plan | 3M Worldwide | | | | 88% | 40% | | 12.0% | | Operating Cash Flow Conversion vs. Plan | 3M Worldwide | | | | 86% | 30% | | 6.0% | | Business Performance Factor | | | | | | | | 54.0% |

  77. Business performance factor calculation for Mr. Lavers for the period January 1 thru June 30*, **

    | Performance Metric | Business Unit | Threshold ($) | Target ($) | Maximum ($) | Actual vs. Target | Payout % | Weighting | Weighted Payout % | | Local Currency Sales vs. Plan | Consumer | | | | 93% | 34.4% | | 17.2% | | Operating Income vs. Plan | Consumer | | | | 79% | 0% | | 0.0% | | Operating Cash Flow Conversion vs. Plan | 3M Worldwide | | | | 86% | 30% | | 6.0% | | Business Performance Factor | | | | | | | | 23.2% |

  78. Dollar amounts in millions

    | Performance Metric | Business Unit | Threshold ($) | Target ($) | Maximum ($) | Actual vs. Target | Payout % | Weighting | Weighted Payout % | | Local Currency Sales vs. Plan | Safety and Industrial | | | | 101% | 112.5% | | 56.3% | | Operating Income vs. Plan | Safety and Industrial | | | | 95% | 75% | | 22.5% | | Operating Cash Flow Conversion vs. Plan | 3M Worldwide | | | | 86% | 30% | | 6.0% | | Business Performance Factor | | | | | | | | 84.8% |

  79. Dollar amounts in millions

    | Performance Metric | Business Unit | Threshold ($) | Target ($) | Maximum ($) | Actual vs. Target | Payout % | Weighting | Weighted Payout % | | Local Currency Sales vs. Plan | Health Care | | | | 97% | 71.9% | | 36.0% | | Operating Income vs. Plan | Health Care | | | | 85% | 25% | | 7.5% | | Operating Cash Flow Conversion vs. Plan | 3M Worldwide | | | | 86% | 30% | | 6.0% | | Business Performance Factor | | | | | | | | 49.5% |

  80. Dollar amounts in millions

    Individual performance multiplier. The amount of annual incentive compensation paid to an eligible employee may be increased, decreased, or left unchanged depending on his or her performance during the year. The Committee determined the individual performance multiplier for each Named Executive Officer, as shown in the table under “Final 2022 AIP payouts” below, based upon the annual performance evaluation completed for each Named Executive Officer other than Ms. Poul. The Committee generally does not conduct detailed performance assessments for executives who depart the Company before the end of the year, but instead discusses the former executive’s performance with the Company’s Chief Executive Officer to determine whether a sufficient basis exists to increase or decrease the executive’s AIP payout for the year on the basis of individual performance. Following this approach, the Committee discussed Ms. Poul’s 2022 performance with Mr. Roman and decided not to increase or decrease the amount of her prorated 2022 AIP payout based on individual performance. For a listing of selected 2022 performance highlights of each Named Executive Officer (other than Ms. Poul), see “Section V: 2022 compensation decisions and performance highlights” beginning on page 81. ESG Modifier. Amounts earned by the Company’s senior executives may be increased by 10 percent of target, decreased by 10 percent of target, or left unchanged based on the Committee’s assessment of 3M’s overall performance against a collection of pre-set objective ESG goals. For 2022, the ESG goals approved by the Committee related to the Company’s carbon and water commitments, operational improvements in the area of environment, health, and safety, progress on key social measures, and on-time completion of required ethics and compliance training. 3M successfully achieved most of its 2022 ESG goals. After reviewing the Company’s performance, the Committee decided not to increase or decrease the senior executives’ 2022 annual incentive payouts using the ESG modifier. Final 2022 AIP payouts. At its meeting in February 2023, the Committee approved (and with respect to Mr. Roman, the independent members of the Board of Directors ratified) a payment under the AIP to each Named Executive Officer, as shown below.

  81. Dollar amounts in millions

    | | (a) | (b) | (c) | (d) | (e) = (a) × (b) × (c) + (d) | | Named Executive Officer | Total Weighted- Average Target AIP Payout* ($) | Business Performance Factor | Individual Performance Multiplier** | ESG Modifier ($) | Approved 2022 AIP Payout ($) | | Michael F. Roman | 2,460,938 | 54.0% | 100% | — | 1,327,676 | | Monish Patolawala | 1,224,917 | 54.0% | 120% | — | 793,011 | | Peter D. Gibbons | 774,299 | 54.0% | 100% | — | 417,734 | | Jeffrey R. Lavers | 729,370 | 40.3%*** | 100% | — | 293,751 | | Michael G. Vale | 773,381 | 84.8% | 100% | — | 655,440 | | Mojdeh Poul | 369,242 | 49.5% | 100% | — | 183,107 |

  82. 2022 long-term incentive awards

    2022 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 2021, the Committee approved (and in the case of Mr. Roman, the independent members of the Board of Directors ratified) the final target grant values shown below for the Named Executive Officers’ 2022 long-term incentive compensation awards. For ease of comparison, the table below also shows the final target compensation values of the Named Executive Officers’ 2021 long-term incentive compensation awards.

  83. 2022 long-term incentive awards

    | Name | Target Grant Value of 2021 Annual Awards ($) | Target Grant Value of 2022 Annual Awards ($) | | Michael F. Roman | 10,500,000 | 11,000,000 | | Monish Patolawala | 4,290,000 | 5,590,000 | | Peter D. Gibbons (joined 3M effective November 29, 2021) | —* | 3,020,000 | | Jeffrey R. Lavers | 2,081,000 | 2,700,000** | | Michael G. Vale | 2,705,300 | 3,020,000 | | Mojdeh Poul | 2,081,000 | 3,926,000 |

  84. 2022 long-term incentive awards

    | Excludes the target grant value of special one-time make-whole and inducement awards granted in connection with his commencement of employment.* | | In May 2022, the Board approved a significant expansion of Mr. Lavers’ duties and responsibilities, effective July 1, 2022, to include serving as the Interim Group President, Health Care, in addition to his existing role as Group President, Consumer. The target grant value of Mr. Lavers’ 2022 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. Lavers to remain with the Company. For additional information, see “Section V: 2022 compensation decisions and performance highlights — Jeffrey R. Lavers — Compensation Decisions” on page 84.** |

  85. 2022 long-term incentive awards

    Each of the Company’s executives (other than its CEO) was given an opportunity to indicate a preference to receive 50 percent of the target grant value of their annual long-term incentive awards in the form of RSUs, stock options, or an equal split of both stock options and RSUs. Regardless of an executive’s indicated preference, the remaining 50 percent of the target grant value of their 2022 annual long-term incentive awards was delivered in the form of performance shares. For the Company’s CEO, the Committee chose to deliver 50 percent of the target grant value of his annual long-term incentive awards in the form of performance shares and the remaining 50 percent in the form of stock options.

  86. 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 2022 performance share awards relate to the years 2022, 2023, and 2024. Similarly, the performance goals for 2021 performance share awards relate to the years 2021, 2022, and 2023, 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.

  87. 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%) |

  88. 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, 2022.

  89. 2022 PSA (2022-2024 measurement period)

    | | | | | Three-year Performance Period – Actual Performance Level Achieved(1) | | | | Performance Measures | Performance Levels | | | 2022 (Year 1; weighted | 2023 (Year 2; weighted | 2024 (Year 3; weighted | | and Weighting | Threshold | Target | Maximum | at 50%) | at 30%) | at 20%) | | Earnings per Share Growth (33 1/3%)(2) | 2022: 1:0% 2023/24: 3.0% | 2022: 4:0% 2023/24: 6.0% | 2022: 7:0% 2023/24: 9.0% | -0.2% | | | | Relative Organic Sales Growth (33 1/3%)(3) | -1.5% | 0.0% | 1.5% | -1.7% | | | | Free Cash Flow Growth (33 1/3%) | 2022: -7:0% 2023/24: 3.0% | 2022: -4:0% 2023/24: 6.0% | 2022: -1:0% 2023/24: 9.0% | -21.5% | | |

  90. Performance share accruals based on 2022 performance

    Performance share accruals based on 2022 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 2022.

  91. Performance share accruals based on 2022 performance

    | Name | Performance Share Award | Target Number of Performance Shares | Fraction of Each Target Performance Share Accrued Based on 2022 Performance | Total Number of Shares Accrued Based on 2022 Performance(1) | Market Value of Shares Accrued Based on 2022 Performance(2) ($) | | Michael F. Roman | 2022 PSA | 37,997 | 0.000 | — | — | | | 2021 PSA | 29,761 | 0.068 | 2,027 | 243,037 | | | 2020 PSA | 32,676 | 0.014 | 471 | 56,433 | | | | | | Total | 299,470 | | Monish Patolawala(3) | 2022 PSA | 19,310 | 0.000 | — | — | | | 2021 PSA | 12,160 | 0.068 | 828 | 99,305 | | | 2020 PSA | 11,825 | 0.014 | 170 | 20,429 | | | | | | Total | 119,734 | | Peter D. Gibbons(4) | 2022 PSA | 10,432 | 0.000 | — | — | | | | | | Total | — | | Jeffrey R. Lavers | 2022 PSA | 9,327 | 0.000 | — | — | | | 2021 PSA | 5,899 | 0.068 | 402 | 48,155 | | | 2020 PSA | 1,654 | 0.014 | 24 | 2,858 | | | | | | Total | 51,013 | | Michael G. Vale | 2022 PSA | 10,432 | 0.000 | — | — | | | 2021 PSA | 7,668 | 0.068 | 522 | 62,610 | | | 2020 PSA | 7,412 | 0.014 | 107 | 12,805 | | | | | | Total | 75,415 | | Mojdeh Poul(5) | 2022 PSA | 2,262 | 0.000 | — | — | | | 2021 PSA | 2,950 | 0.068 | 201 | 24,091 | | | 2020 PSA | 6,347 | 0.014 | 91 | 10,957 | | | | | | Total | 35,048 |

  92. Performance share accruals based on 2022 performance

    | The amounts in this column reflect the number of shares accrued (excluding dividend equivalents) based on, among other things, Worldwide IPI for the 2022 calendar year, as reported by S&P Global Market Intelligence on January 17, 2023. The final number of shares accrued may vary in the event of changes in Worldwide IPI reported by S&P Global Market Intelligence. Due to rounding, the numbers shown in this column may not equal the result obtained by multiplying the Target Number of Performance Shares by the Shares Accrued Per Target Performance Share Based on 2022 Performance.(1) | | Represents the closing price of a share of 3M common stock on the NYSE for December 30, 2022 ($119.92), multiplied by the total number of shares accrued (before rounding and excluding dividend equivalents) based on the Company’s 2022 performance.(2) | | Mr. Patolawala joined the Company and was appointed its Chief Financial Officer effective July 1, 2020.(3) | | Mr. Gibbons joined the Company and was appointed its Group President, Enterprise Operations, effective November 29, 2021.(4) | | In accordance with the terms of the awards, the target number of performance shares subject to each of Ms. Poul’s outstanding performance share awards was reduced based on her July 1, 2022, retirement. Prior to this reduction, the target number of performance shares subject to Ms. Poul’s outstanding performance share awards was as follows: 2022 performance share award — 13,563 shares; 2021 performance share award — 5,899 shares; and 2020 performance share award — 7,616 shares.(5) |

  93. Performance share accruals based on 2022 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 68.

  94. Compensation decisions

    | ● | a 5.6 percent increase, effective April 1, 2022, to target Total Cash Compensation (from $3,712,500 to $3,918,750), which included a base salary increase (from $1,350,000 to $1,425,000); and | | ● | the issuance of long-term incentive awards with an aggregate target grant value of $11 million, which was split equally between performance shares and stock options. |

  95. Compensation decisions

    | ● | a 9.8 percent increase, effective April 1, 2022, to target Total Cash Compensation (from $2,166,480 to $2,378,354), which included a base salary increase (from $1,083,240 to $1,106,211); and | | ● | the issuance of long-term incentive awards with an aggregate target grant value of $5,590,000, which was split 50 percent performance shares, 25 percent restricted stock units and 25 percent stock options. |

  96. Compensation decisions

    | ● | a 11.6 percent increase, effective April 1, 2022, to target Total Cash Compensation (from $1,452,000 to $1,620,000), which included a base salary increase (from $784,806 to $810,000); and | | ● | the issuance of long-term incentive awards with an aggregate target grant value of $3,020,000, which was split equally between performance shares and restricted stock units. |

  97. Compensation decisions

    | ● | a 24.7 percent increase, effective April 1, 2022, to target Total Cash Compensation (from $1,198,000 to $1,494,000), which included a base salary increase (from $647,519 to $747,000); and | | ● | the issuance of long-term incentive awards with an aggregate performance-adjusted target grant value of $2,700,000, which was split equally between performance shares and stock options. |

  98. Compensation decisions

    The increase to Mr. Lavers’ target Total Cash Compensation was intended to progress his compensation closer to the market median. In May 2022, in connection with a significant expansion of Mr. Lavers’ duties and responsibilities to include serving as the Interim Group President, Health Care, in addition to his existing role as Group President, Consumer, the Committee approved a 8.4 percent increase, effective July 1, 2022, to his base salary (from $747,000 to $810,000) and target Total Cash Compensation (from $1,494,000 to $1,620,000) 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. Lavers’ duties and responsibilities and the strong desire to retain a proven top performing business leader through a critical period for 3M, the Committee also approved, effective July 1, 2022, a special restricted stock unit award for Mr. Lavers with a target grant value of $1,000,000. The special restricted stock unit award will vest in a single installment on the first anniversary of the grant date; provided, that Mr. Lavers remains in employment with 3M through such date. In February 2023, the Committee approved a 2022 AIP payout for Mr. Lavers in the amount of $293,751, which represented 40.3 percent of his target. See “Section IV: Incentive compensation attainments and awards — 2022 AIP attainments and payouts” beginning on page 75 for more information.

  99. Compensation decisions

    | ● | a 12.2 percent increase, effective April 1, 2022, to target Total Cash Compensation (from $1,444,014 to $1,620,000), which included a base salary increase (from $780,490 to $810,000); and | | ● | the issuance of long-term incentive awards with an aggregate target grant value of $3,020,000, which was split equally between performance shares and stock options. |

  100. Compensation decisions

    | ● | a 13.8 percent increase, effective April 1, 2022, to target Total Cash Compensation (from $1,452,000 to $1,652,400), which included a base salary increase (from $784,806 to $826,200); and | | ● | the issuance of long-term incentive awards with an aggregate target grant value of $3,926,000, which was split equally between performance shares and restricted stock units. |

  101. 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 99.

  102. Clawback policy and other remedial actions

    On February 24, 2023, the NYSE proposed the adoption of a new rule that would require all listed companies (including 3M) to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers. Although the Company’s existing policy goes beyond the requirements of the proposed rule in many respects, certain updates would be required in order to ensure compliance with the new rule if implemented as proposed. The Company’s Board of Directors fully intends to bring the Company’s executive compensation recoupment arrangements into compliance with the new requirements of any final rule adopted by the NYSE. Other remedial actions. Whether or not an executive’s actions trigger a potential clawback, 3M also may take other remedial actions to appropriately address employee conduct that is considered detrimental to the Company. Depending on the circumstances, such other actions may include, without limitation, reducing the executive’s duties and responsibilities, limiting the progression of the executive’s career with 3M, reducing the executive’s base salary or target Total Cash Compensation, reducing the target grant value of the executive’s future long-term incentive compensation awards, causing the forfeiture of the executive’s outstanding long-term incentive awards, or terminating the executive’s employment with 3M.

  103. 2022 summary compensation table

    2022 summary compensation table The following table shows the compensation earned or received during 2022, 2021, and 2020 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).

  104. 2022 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 | 2022 | 1,406,250 | — | 5,500,066 | 5,500,883 | 1,327,676 | — | 296,512 | 14,031,387 | | | 2021 | 1,337,487 | — | 5,250,138 | 5,250,960 | 3,131,774 | 2,978,538 | 251,687 | 18,200,584 | | | 2020 | 1,299,948 | — | 5,000,082 | 5,001,553 | 1,582,901 | 7,709,350 | 106,513 | 20,700,347 | | Monish Patolawala(7) Executive Vice President, Chief Financial and Transformation Officer | 2022 | 1,100,469 | — | 4,192,661 | 1,397,729 | 793,011 | — | 193,293 | 7,677,163 | | | 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 | | Peter D. Gibbons(8)(9) Group President, Enterprise Operations | 2022 | 803,702 | — | 3,020,120 | — | 417,734 | — | 112,510 | 4,354,066 | | Jeffrey R. Lavers(9) Group President, Consumer and Interim Group President, Health Care | 2022 | 753,630 | — | 2,350,121 | 1,350,217 | 293,751 | 622,284 | 50,233 | 5,420,237 | | Michael G. Vale Group President, Safety and Industrial | 2022 | 802,622 | — | 1,510,032 | 1,510,264 | 655,440 | — | 70,553 | 4,548,911 | | | 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 | | Mojdeh Poul Former Group President, Health Care | 2022 | 413,881 | — | 3,926,295 | — | 183,107 | — | 102,871 | 4,626,154 | | | 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 |

  105. 2022 summary compensation table

    FOOTNOTES TO 2022 SUMMARY COMPENSATION TABLE

  106. 2022 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(2) |

  107. 2022 summary compensation table

    | Company’s audited financial statements for the fiscal year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 8, 2023. The amounts included in this column for the performance share awards made during 2022 are calculated based on the probable satisfaction of the performance conditions for such awards, determined as of the grant date. If the highest level of performance is achieved for these performance share awards, the maximum value of these awards at the grant date would be as follows: Mr. Roman — $11,000,132; Mr. Patolawala — $5,590,245; Mr. Gibbons — $3,020,064; Mr. Lavers — $2,700,167; Mr. Vale — $3,020,064; and Ms. Poul — $3,926,489. | | 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, 2022, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 8, 2023.(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, 2022, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 8, 2023. Consistent with the reporting requirements of the Securities and Exchange Commission, the change in Mr. Roman’s and Mr. Vale’s pension value is shown as zero because the actuarial change in the present value of their pension benefits, calculated as described in the preceding sentence, decreased by $998,774 and $1,634,408, respectively. 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 2022.(6) | | Mr. Patolawala joined the Company and was appointed Senior Vice President and Chief Financial Officer, effective July 1, 2020.(7) | | Mr. Gibbons joined the Company and was appointed Group President, Enterprise Operations, effective November 29, 2021.(8) | | No amounts are reported for Mr. Gibbons or Mr. Lavers for the years 2020 and 2021, since each first became a Named Executive Officer after those years.(9) |

  108. 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 2022. Except for the annual incentive compensation earned by such Named Executive Officers under the Annual Incentive Plan, all of the equity incentive plan awards referred to in this table were granted under the 2016 Long-Term Incentive Plan.

  109. 2022 grants of plan-based awards table

    2022 grants of plan-based awards table

  110. 2022 grants of plan-based awards table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name/Award Type(1) | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#)(4) | Options (#)(5) | Awards ($/Sh)(6) | Awards ($)(7) | | Michael F. Roman | | | | | | | | | | | | | | PSA | 03/01/22 | 02/07/22 | | | | 7,599 | 37,997 | 75,994 | — | | | 5,500,066 | | Stock Option | 02/08/22 | 02/07/22 | | | | | | | — | 217,083 | 162.41 | 5,500,883 | | AIP | n/a | n/a | 14,766 | 2,460,938 | 4,921,875 | | | | — | | | — | | Monish Patolawala | | | | | | | | | | | | | | PSA | 03/01/22 | 02/07/22 | | | | 3,862 | 19,310 | 38,620 | — | | | 2,795,123 | | Stock Option | 02/08/22 | 02/07/22 | | | | | | | — | 55,159 | 162.41 | 1,397,729 | | RSU | 02/08/22 | 02/07/22 | | | | | | | 8,605 | | | 1,397,538 | | AIP | n/a | n/a | 7,350 | 1,224,917 | 2,449,835 | | | | — | | | — | | Peter D. Gibbons | | | | | | | | | | | | | | PSA | 03/01/22 | 02/07/22 | | | | 2,086 | 10,432 | 20,864 | — | | | 1,510,032 | | RSU | 02/08/22 | 02/07/22 | | | | | | | 9,298 | | | 1,510,088 | | AIP | n/a | n/a | 4,646 | 774,299 | 1,548,597 | | | | — | | | — | | Jeffrey R. Lavers | | | | | | | | | | | | | | PSA | 03/01/22 | 02/07/22 | | | | 1,865 | 9,327 | 18,654 | — | | | 1,350,083 | | Stock Option | 02/08/22 | 02/07/22 | | | | | | | — | 53,284 | 162.41 | 1,350,217 | | Special RSU(8) | 7/01/22 | 05/09/22 | | | | | | | 7,783 | | | 1,000,038 | | AIP | n/a | n/a | 4,376 | 729,370 | 1,458,740 | | | | — | | | — | | Michael G. Vale | | | | | | | | | | | | | | PSA | 03/01/22 | 02/07/22 | | | | 2,086 | 10,432 | 20,864 | — | | | 1,510,032 | | Stock Option | 02/08/22 | 02/07/22 | | | | | | | — | 59,600 | 162.41 | 1,510,264 | | AIP | n/a | n/a | 4,640 | 773,381 | 1,546,762 | | | | — | | | — | | Mojdeh Poul | | | | | | | | | | | | | | PSA | 03/01/22 | 02/07/22 | | | | 2,713 | 13,563 | 27,126 | — | | | 1,963,245 | | RSU | 02/08/22 | 02/07/22 | | | | | | | 12,087 | | | 1,963,050 | | AIP | n/a | n/a | 4,719 | 786,449 | 1,572,897 | | | | — | | | — |

  111. 2022 grants of plan-based awards table

    FOOTNOTES TO 2022 GRANTS OF PLAN-BASED AWARDS TABLE

  112. 2022 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 2022 under the Annual Incentive Plan assuming continued employment through the end of the year. If the amounts reported were adjusted to reflect mid-year departures, the amounts shown for Ms. Poul would have been as follows: threshold ($2,215); target ($369,242); and maximum ($738,483). For more information, see “Annual Incentive” beginning on page 71.(2) | | The amounts shown as the Estimated Future Payouts Under Equity Incentive Plan Awards with respect to 2022 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 2022 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 2022, 2023, and 2024, as measured against three performance criteria selected by the Compensation and Talent Committee (Relative Organic Sales Growth, Earnings per Share Growth, and Free Cash Flow Growth). For more information on the performance criteria and formulas used to determine the final number of shares of 3M common stock payable pursuant to(3) |

  113. 2022 grants of plan-based awards table

    | these performance shares, see “2022 performance share awards” beginning on page 72. | | 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 2022. The restricted stock unit awards granted on February 8, 2022, were part of the Company’s annual equity grants made to approximately 6,050 employees, and they 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 2022. The options granted on February 8, 2022, were part of the Company’s annual equity grants made to approximately 6,050 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, 2022, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 8, 2023.(7) | | These restricted stock units will vest in full on July 1, 2023. For additional information concerning Mr. Lavers’ special RSU award, see “Section V: 2022 compensation decisions and performance highlights — Jeffrey R. Lavers” on page 84.(8) |

  114. 2022 outstanding equity awards at fiscal year-end table

    2022 outstanding equity awards at fiscal year-end table

  115. 2022 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 | | | | | | | 29,761(13) | 3,568,939 | | | | | | | | | 7,599(14) | 911,320 | | | 25,867 | | 126.72 | 02/03/24 | | | | | | | 39,846 | | 165.94 | 02/02/25 | | | | | | | 48,206 | | 147.87 | 02/01/26 | | | | | | | 52,249 | | 175.76 | 02/06/27 | | | | | | | 56,750 | | 233.63 | 02/05/28 | | | | | | | 36,284 | | 195.52 | 07/01/28 | | | | | | | 146,240 | | 201.12 | 02/04/29 | | | | | | | 154,512 | 77,256(2) | 157.24 | 02/03/30 | | | | | | | 69,100 | 138,202(3) | 175.02 | 02/01/31 | | | | | | | — | 217,083(4) | 162.41 | 02/07/32 | | | | | | Monish Patolawala | | | | | | | 12,160(13) | 1,458,227 | | | | | | | | | 3,862(14) | 463,131 | | | 24,018 | 12,009(5) | 155.43 | 06/30/30 | | | | | | | 14,116 | 28,233(3) | 175.02 | 02/01/31 | | | | | | | — | 55,159(4) | 162.41 | 02/07/32 | | | | | | | | | | | 6,013(6) | 721,079 | | | | | | | | | 6,524(7) | 782,358 | | | | | | | | | 6,128(8) | 734,870 | | | | | | | | | 13,922(9) | 1,669,526 | | | | | | | | | 8,605(10) | 1,031,912 | | | | Peter D. Gibbons | | | | | | | 2,086(14) | 250,201 | | | | | | | 3,222(11) | 386,382 | | | | | | | | | 9,298(10) | 1,115,016 | | | | Jeffrey R. Lavers | | | | | | | 5,899(13) | 707,408 | | | | | | | | | 1,865(14) | 223,699 | | | 6,270 | | 126.72 | 02/03/24 | | | | | | | 5,862 | | 165.94 | 02/02/25 | | | | | | | 6,828 | | 147.87 | 02/01/26 | | | | |

  116. 2022 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) | | | 8,440 | | 175.76 | 02/06/27 | | | | | | | 4,899 | | 233.63 | 02/05/28 | | | | | | | 4,914 | | 201.12 | 02/04/29 | | | | | | | 7,818 | 3,910(2) | 157.24 | 02/03/30 | | | | | | | 13,695 | 27,391(3) | 175.02 | 02/01/31 | | | | | | | — | 53,284(4) | 162.41 | 02/07/32 | | | | | | | | | | | 7,783(12) | 933,337 | | | | Michael G. Vale | | | | | | | 7,668(13) | 919,547 | | | | | | | | | 2,086(14) | 250,201 | | | 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 | | | | | | | 33,172 | | 201.12 | 02/04/29 | | | | | | | 35,048 | 17,524(2) | 157.24 | 02/03/30 | | | | | | | 17,803 | 35,608(3) | 175.02 | 02/01/31 | | | | | | | — | 59,600(4) | 162.41 | 02/07/32 | | | | | | Mojdeh Poul | | | | | | | 2,950(13) | 353,764 | | | | | | | | | 452(14) | 54,252 | | | 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 | | | | | | | 33,172 | | 201.12 | 02/04/29 | | | | | | | 36,012 | 18,007(2) | 157.24 | 02/03/30 | | | | | | | 6,847 | 13,696(3) | 175.02 | 02/01/31 | | | | | | | | | | | 2,875(8) | 344,770 | | | | | | | | | 11,586(10) | 1,389,393 | | |

  117. 2022 outstanding equity awards at fiscal year-end table

    FOOTNOTES TO 2022 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

  118. 2022 outstanding equity awards at fiscal year-end table

    | The market value of performance shares or restricted stock units that have not vested was determined by multiplying the closing price of a share of 3M common stock on the NYSE for December 30, 2022 ($119.92), by the number of performance shares or restricted stock units shown, respectively.(1) | | These stock options vested in full on February 4, 2023.(2) | | These stock options vested or will vest in installments of one-half on each of February 2, 2023, and February 2, 2024.(3) | | These stock options vested or will vest in installments of one-third on each of February 8, 2023, February 8, 2024, and February 8, 2025.(4) | | These stock options will vest in full on July 1, 2023.(5) | | These restricted stock units will vest in full on 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) | | These restricted stock units will vest in full on February 8, 2025.(10) | | These restricted stock units will vest in full on December 1, 2023.(11) |

  119. 2022 outstanding equity awards at fiscal year-end table

    | These restricted stock units will vest in full on July 1, 2023.(12) | | The shares of 3M common stock to be delivered as a result of the Company’s performance over the three-year performance period ending December 31, 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 target payout under the formula for this grant since the Company’s performance during the first two years of the three-year performance period exceeded the threshold levels for this grant.(13) | | The shares of 3M common stock to be delivered as a result of the Company’s performance over the three-year performance period ending December 31, 2024, will not vest until December 31, 2024. Under the terms of the awards, these shares of 3M common stock will be delivered no later than March 15, 2025, unless deferred by the executive. In accordance with the Securities and Exchange Commission’s regulations, the number of shares and payout value for these performance shares reflect the threshold payout under the formula for this grant since the Company’s performance during the first year of the three-year performance period did not exceed the threshold level for this grant.(14) |

  120. 2022 option exercises and stock vested table

    2022 option exercises and stock vested table

  121. 2022 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 | 10,610(3) | 474,479 | 35,281(4) | 4,124,390 | | Monish Patolawala | — | — | 18,639(5) | 2,248,594 | | Peter D. Gibbons | — | — | 3,221(6) | 405,814 | | Jeffrey R. Lavers | — | — | 1,786(7) | 208,747 | | Michael G. Vale | 43,705(3) | 1,832,769 | 8,002(8) | 935,490 | | Mojdeh Poul | 1,634(3) | 82,010 | 7,355(9) | 858,906 |

  122. 2022 option exercises and stock vested table

    FOOTNOTES TO 2022 OPTION EXERCISES AND STOCK VESTED TABLE

  123. 2022 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 each of Mr. Roman, Mr. Vale, and Ms. Poul were granted on February 5, 2013, and had an exercise price of $101.49 per share.(3) | | Reflects the number of shares earned by Mr. Roman upon the vesting of performance shares granted to him under the 2016 Long-Term Incentive Plan. All 35,281 of these shares were attributable to his 2020 performance shares (including dividend equivalent rights) for which the three-year performance period ended on December 31, 2022. Mr. Roman previously elected to defer receipt of all of the shares issuable pursuant to his 2020 performance shares until following his termination of employment.(4) | | Reflects the number of shares earned by Mr. Patolawala upon the vesting of restricted stock units and performance shares granted to him under the 2016 Long-term Incentive Plan. Of this total number of shares, 6,013 were attributable to restricted stock units granted on July 1, 2020, and 12,626 were attributable to his 2020 performance shares (including dividend equivalent rights) for which the three-year performance period ended on December 31, 2022.(5) | | Reflects the number of shares earned by Mr. Gibbons upon the vesting of restricted stock units granted to him on December 1, 2021, under the 2016 Long-term Incentive Plan.(6) | | Reflects the number of shares earned by Mr. Lavers upon the vesting of performance shares granted to him under the 2016 Long-term Incentive Plan. All 1,786 of these shares were attributable to his 2020 performance shares (including dividend equivalent rights) for which the three-year performance period ended on December 31, 2022.(7) | | 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 8,002 of these shares were attributable to his 2020 performance shares (including dividend equivalent rights) for which the three-year performance period ended on December 31, 2022.(8) | | 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, 501 were attributable to restricted stock units granted on February 8, 2022, and 6,854 were attributable to her 2020 performance shares (including dividend equivalent rights) for which the three-year performance period ended on December 31, 2022.(9) |

  124. 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, 2022, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 8, 2023.

  125. 2022 pension benefits table

    2022 pension benefits table

  126. 2022 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 | 34 | 1,774,844 | — | | | Nonqualified Pension Plan | 34 | 24,035,679 | — | | Monish Patolawala | None | — | — | — | | Peter D. Gibbons | None | — | — | — | | Jeffrey R. Lavers | Employee Retirement Income Plan | 35 | 1,644,359 | — | | | Nonqualified Pension Plan | 35 | 4,818,375 | — | | Michael G. Vale | Employee Retirement Income Plan | 30 | 1,108,438 | — | | | Nonqualified Pension Plan | 30 | 5,091,991 | — | | Mojdeh Poul | None | — | — | — |

  127. 2022 pension benefits table

    The Employee Retirement Income Plan (ERIP) is a tax-qualified defined benefit pension plan maintained by 3M for its eligible employees in the United States. Effective January 1, 2001, the Company amended the ERIP to include a pension equity formula for (1) employees hired or rehired on or after January 1, 2001, and (2) employees who voluntarily elected the pension equity formula during the one-time choice election period in 2001. The ERIP was closed to new participants effective January 1, 2009, meaning that employees hired or rehired on or after January 1, 2009 (including Mr. Patolawala, Mr. Gibbons, and Ms. Poul), do not participate in the plan. Of the Named Executive Officers, Mr. Roman and Mr. Lavers, 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, 2023, Mr. Lavers was eligible to retire with reduced early retirement benefits, with the reduction being equal to 5 percent of the pension otherwise payable for each year that he retires prior to age 62. 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 this Nonqualified Pension Plan generally equals the amount of benefits an employee was not able to earn under the ERIP as a result of the limits imposed by Federal tax laws. The benefits earned under this Nonqualified Pension Plan generally are paid in the form of a single lump-sum cash payment following the termination of their employment (subject to any applicable delay under Federal tax laws). Each of the Named Executive Officers who participates in the Nonqualified Pension Plan was given a one-time opportunity during 2008 to elect to receive their benefits earned under such plan in the form of a life annuity following their retirement, and none of them elected to receive their benefits in the form of a life annuity.

  128. Nonqualified deferred compensation

    Nonqualified deferred compensation The following table reflects the participation during 2022 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.

  129. 2022 nonqualified deferred compensation table

    2022 nonqualified deferred compensation table

  130. 2022 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 | 421,427 | 94,371 | 29,940 | — | 2,455,041 | | Deferred Compensation Excess Plan | — | — | 4,358 | — | 243,137 | | Performance Awards Deferred Compensation Plan | 3,682,401 | — | (3,227,654) | — | 8,497,935 | | Monish Patolawala | | | | | | | VIP Excess Plan | 156,112 | 177,442 | (45,615) | — | 424,884 | | Deferred Compensation Excess Plan | — | — | — | — | — | | Performance Awards Deferred Compensation Plan | — | — | — | — | — | | Peter D. Gibbons | | | | | | | VIP Excess Plan | 39,046 | 43,652 | (365) | — | 82,333 | | Deferred Compensation Excess Plan | 13,949 | — | 52 | — | 14,001 | | Performance Awards Deferred Compensation Plan | — | — | — | — | — | | Jeffrey R. Lavers | | | | | | | VIP Excess Plan | 114,639 | 23,544 | (77,477) | — | 697,351 | | Deferred Compensation Excess Plan | — | — | — | — | — | | Performance Awards Deferred Compensation Plan | — | — | — | — | — | | Michael G. Vale | | | | | | | VIP Excess Plan | 122,107 | 33,632 | (259,255) | — | 1,685,912 | | Deferred Compensation Excess Plan | — | — | (165,962) | — | 1,019,527 | | Performance Awards Deferred Compensation Plan | — | — | (2,101,744) | — | 4,999,094 | | Mojdeh Poul | | | | | | | VIP Excess Plan | 143,792 | 107,034 | (135,698) | — | 1,049,680 | | Deferred Compensation Excess Plan | — | — | — | — | — | | Performance Awards Deferred Compensation Plan | 830,709 | — | (191,071) | — | 639,638 |

  131. 2022 nonqualified deferred compensation table

    FOOTNOTES TO 2022 NONQUALIFIED DEFERRED COMPENSATION TABLE

  132. 2022 nonqualified deferred compensation table

    | With the exception of the amounts contributed by Mr. Roman and Ms. Poul from the payout of their performance share awards for the 2019-2021 performance period, all amounts contributed by these individuals during 2022 have been included in the Summary Compensation Table as Salary, Stock Awards, or Non-Equity Incentive Plan Compensation earned in 2020, 2021, or 2022. The Summary Compensation Table does not reflect any portion of the contributions from the payout of Mr. Roman’s and Ms. Poul’s performance share awards for the 2019-2021 performance period because those awards were granted prior to the earliest year covered by the Summary Compensation Table.(1) | | 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 2022 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 2022, 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 2020 and 2021 in the Summary Compensation Table: Mr. Roman — $851,884; Mr. Patolawala — $292,785; Mr. Gibbons — $0; Mr. Lavers — $0; Mr. Vale — $1,046,979; and Ms. Poul — $427,313.(4) |

  133. 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:

  134. 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 2022 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 2022 Nonqualified Deferred Compensation Table). |

  135. Rights and payments upon retirement

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

  136. 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. |

  137. 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).

  138. 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:

  139. 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. |

  140. 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:

  141. 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. |

  142. 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:

  143. 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. |

  144. 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, 2022. As of December 31, 2022, Mr. Roman, Mr. Lavers, and Mr. Vale were eligible to retire (as that term is defined for purposes of 3M’s stock plans). Ms. Poul retired from employment with the Company effective as of July 1, 2022, and became entitled to receive the payments and benefits described under “Potential payments upon termination or change in control — Rights and payments upon retirement” on page 99 above. She was not eligible to receive, and did not receive, any severance payments or benefits under the Executive Severance Plan or otherwise.

  145. 2022 potential payments upon termination or change in control table

    2022 potential payments upon termination or change in control table

  146. 2022 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 | — | — | 7,837,500 | 7,837,500 | — | | Outstanding PSAs(1) | 8,604,900 | — | — | 2,613,541 | — | | Unvested RSUs(2) | — | — | — | — | — | | Unvested Options(3) | — | — | — | — | — | | Life Insurance Proceeds(4) | 3,000,000 | — | — | — | — | | Outplacement Services | — | — | 3,500 | 3,500 | — | | Total | 11,604,900 | — | 7,841,000 | 10,454,541 | — | | Monish Patolawala | | | | | | | Cash Severance | — | — | 3,567,532 | 3,567,532 | — | | Outstanding PSAs(1) | 3,986,662 | — | 1,343,748 | 1,111,489 | — | | Unvested RSUs(2) | 5,353,209 | 5,353,209 | 1,958,432 | 5,353,209 | — | | Unvested Options(3) | — | — | — | | — | | Life Insurance Proceeds(4) | 3,000,000 | — | — | — | — | | 401(k) Plan Vesting | — | — | 16,085 | 16,085 | — | | Outplacement Services | — | — | 3,500 | 3,500 | — | | Total | 12,339,871 | 5,353,209 | 6,889,296 | 10,051,814 | — | | Peter D. Gibbons | | | | | | | Cash Severance | — | — | 2,430,000 | 2,430,000 | — | | Outstanding PSAs(1) | 1,297,636 | — | 216,273 | 120,248 | — | | Unvested RSUs(2) | 1,576,018 | 1,576,018 | — | 1,576,018 | — | | Unvested Options(3) | — | — | — | — | — | | Life Insurance Proceeds(4) | 3,000,000 | — | — | — | — | | 401(k) Plan Vesting | — | — | 16,036 | 16,036 | — | | Outplacement Services | — | — | 3,500 | 3,500 | — | | Total | 5,873,654 | 1,576,018 | 2,665,809 | 4,145,802 | — | | Jeffrey R. Lavers | | | | | | | Cash Severance | — | — | 2,430,000 | 2,430,000 | — | | Outstanding PSAs(1) | 1,928,943 | — | — | 538,753 | — | | Unvested RSUs(2) | 956,531 | 956,531 | — | 956,531 | — | | Unvested Options(3) | — | — | — | — | — | | Life Insurance Proceeds(4) | 3,000,000 | — | — | — | — | | Outplacement Services | — | — | 3,500 | 3,500 | — | | Total | 5,885,474 | 956,531 | 2,433,500 | 3,928,784 | — | | Michael G. Vale | | | | | | | Cash Severance | — | — | 2,430,000 | 2,430,000 | — | | Outstanding PSAs(1) | 2,296,930 | — | — | 680,803 | — | | Unvested RSUs(2) | — | — | — | — | — | | Unvested Options(3) | — | — | — | — | — | | Life Insurance Proceeds(4) | 3,000,000 | — | — | — | — | | Outplacement Services | — | — | 3,500 | 3,500 | — | | Total | 5,296,930 | — | 2,433,500 | 3,114,303 | — | | Mojdeh Poul | | | | | | | Cash Severance | | | | | — | | Outstanding PSAs(1) | | | | | — | | Unvested RSUs(2) | | | | | — | | Unvested Options(3) | | | | | — | | Life Insurance Proceeds(4) | | | | | — | | Outplacement Services | | | | | — | | Total | | | | | — |

  147. 2022 potential payments upon termination or change in control table

    FOOTNOTES TO 2022 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

  148. 2022 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 30, 2022 ($119.92)), 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 30, 2022 ($119.92).(2) | | Amounts shown reflect the intrinsic value on December 31, 2022, 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 30, 2022 ($119.92).(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) |

  149. 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 2022. The ratio reflects a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. In identifying our median employee (a full-time production employee in the Midwestern United States), we calculated the target annual Total Cash Compensation of each employee as of December 31, 2022. 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 93,001 full-time, part-time, temporary, and seasonal workers who were employed as of December 31, 2022. 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 2022 annual total compensation was $14,031,387 for our CEO and $70,905 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 2022), 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 2022 is 198 to 1.

  150. Pay versus performance disclosure

    Pay versus performance disclosure Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K under the Exchange Act. We have included:

  151. Pay versus performance disclosure

    | ● | A tabular list of the most important financial performance measures used by our Compensation and Talent Committee in setting performance-based compensation in 2022; | | ● | A table that compares the total compensation of our named executive officers (NEOs) as presented in the Summary Compensation Table (SCT) to “compensation actually paid” as defined by the Securities and Exchange Commission (CAP) and that compares CAP to specified performance measures; and | | ● | Graphs that describe: |

  152. Pay versus performance disclosure

    | – | the relationship between our total shareholder return (TSR) and the TSR of the Dow Jones Industrial Average (Peer Group TSR); and | | – | the relationships between CAP and our cumulative TSR, GAAP Net Income, and our company selected measure, Organic Sales Growth. |

  153. Pay versus performance disclosure

    CAP, like total compensation disclosed in the SCT, does not necessarily reflect value actually realized by the executives or how our Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income or Peer Group TSR for purposes of determining incentive compensation. In addition, a significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. As described in detail in the “Compensation Discussion and Analysis” section (CD&A) on pages 72 to 74, our performance share awards are subject to multi-year performance conditions tied to performance metrics and all of our equity awards are subject to time vesting conditions. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest and are settled (or exercised). Please refer to the CD&A for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance. Salary, bonus, non-equity incentive plan compensation, nonqualified deferred compensation earnings, and all other compensation are each calculated in the same manner for purposes of both CAP and SCT. For 3M, there are two primary differences between the calculation of CAP and SCT total compensation:

  154. Pay versus performance disclosure

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

  155. Pay versus performance disclosure

    Metrics Used for Linking Pay and Performance. The following is a list of financial performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the NEOs for 2022. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our performance share awards. The measures in this table are not ranked. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program.

  156. Pay versus performance disclosure

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

  157. Pay versus performance disclosure

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

  158. Pay versus performance disclosure

    | All amounts in U.S. dollars | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Other NEOs(1) | Average Compensation Actually Paid to Other NEOs(2) | Total Shareholder Return | Peer Group Total Shareholder Return(3) | GAAP Net Income ($mil.) | Company Selected Measure: Organic Sales Growth(4) | | 2022 | 14,031,387 | 152,482 | 5,325,306 | 1,854,462 | 75.89 | 123.60 | 5,777 | 1.2% | | 2021 | 18,200,584 | 18,438,692 | 5,518,734 | 3,545,107 | 107.80 | 132.71 | 5,921 | 8.8% | | 2020 | 20,700,347 | 15,704,765 | 5,810,620 | 2,335,315 | 102.79 | 109.72 | 5,384 | –1.7% |

  159. Pay versus performance disclosure

    | Michael F. Roman was our CEO for each year presented. For 2022, our other NEOs were Monish Patolawala, Peter D. Gibbons, Jeffrey R. Lavers, Michael G. Vale, and Mojdeh Poul (retired); for 2021, our other NEOs were Monish Patolawala, Ashish K. Khandpur, Mojdeh Poul, and Michael G. Vale; and for 2020, our other NEOs were Monish Patolawala, Eric D. Hammes, Mojdeh Poul, Michael G. Vale, and Nicholas C. Gangestad (retired).(1) |

  160. Pay versus performance disclosure

    | The dollar amounts reported represent CAP, as computed in accordance with Securities and Exchange Commission rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with Securities and Exchange Commission rules, the following adjustments were made to SCT total compensation to determine CAP:(2) |

  161. Reconciliation of SCT total compensation to CAP for Average of Other NEOs

    | CEO Pay vs. Performance: Total Shareholder Return | Other NEOs Pay vs. Performance: Total Shareholder Return | | | |