3M CO

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Corporate governance dashboard

Director nominees

Key

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Board diversity of skills and experience

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Qualifications and attributes, and demographic information, for the 11 director nominees that are standing for election at the Annual Meeting are summarized below.

Corporate governance highlights

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Board refreshment

We regularly add directors to infuse new ideas and fresh perspectives into the boardroom. Eight out of the 11 director nominees standing for this year’s election, including seven independent director nominees, have joined our board since 2021. In recruiting directors, we focus on how the background, experience and skill set of each individual complements that of their fellow directors to create a balanced board with differing viewpoints and backgrounds, deep expertise, and strong leadership experience.

Shareholder outreach and engagement

Shareholder engagement is fundamental to our commitment to good governance and essential to maintaining our strong corporate governance practices. Our Board is committed to the ongoing dialogue with our shareholders, which enables us to incorporate invaluable shareholder perspectives into the Board’s discussions related to strategic priorities, corporate governance, executive compensation, and sustainability initiatives. Shareholder feedback is shared with the appropriate Board committees or the full Board to ensure our governance policies reflect priorities that are important to our shareholders. We typically conduct our engagement activities in the second half of each year and, in 2024, we also engaged with shareholders in the spring related to our executive compensation program. Over the course of 2024, both prior to and following the 2024 Annual Meeting, our engagement team held 19 meetings with 16 of our top shareholders, representing approximately 50 percent of our outstanding shares held by institutional shareholders.

We offer to meet with shareholders with significant holdings, and typically only a subset of the owners we contact request engagement meetings. In the Spring, prior to our 2024 Annual Meeting, our engagement team contacted 19 institutional shareholders representing approximately 50 percent of all outstanding shares held by institutional shareholders. We held meetings with eight, representing approximately 33 percent of institutional holdings. In the fall of 2024, our engagement team contacted 19 institutional shareholders representing approximately 50 percent of institutional holdings. We held meetings with 11 shareholders, representing approximately 42 percent of institutional holdings. Our Chair of the Compensation and Talent Committee, current and then-outgoing Lead Independent Director, as well as representatives of the legal affairs, human resources and investor relations teams led the engagement effort. Our Chief Executive Officer also participates in engagement meetings with our shareholders to provide strategic business updates, but in 2024 refrained from attending portions of the meetings dedicated to executive compensation discussions.

Information on our engagement activities related to our executive compensation program can be found starting on page 65. With respect to feedback on topics beyond executive compensation, investors discussed Board composition and skills, CEO onboarding and succession planning, progress on stewardship goals and the impact of the spin-off of Solventum Corporation on those goals, CEO priorities, PFAS manufacturing and related legal matters.

3M’s sustainability highlights

We report on sustainability matters atwww.3M.com/sustainability. We align our reporting with the Global Reporting Initiative (GRI), the Task Force for Climate-Related Financial Disclosures (TCFD), and the evolving global efforts of reporting frameworks and requirements. Information on Board oversight of sustainability can be found starting on page 38.

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Executive compensation

Executive compensation program

We maintain compensation principles that support our pay-for-performance philosophy and ensure that our compensation practices are competitive to attract the best talent, motivate executives to perform at their highest levels, and reward individual contributions that improve the Company’s ability to deliver shareholder value.

Predominantly at-risk 2024 target total direct compensation

Abbreviations: AIP = annual incentive pay; PSAs = performance share awards; RSUs = restricted stock units.

• Percentages shown reflect the apportionment for the CEO (or, in the case of the percentages shown for the Other NEOs, the average apportionment) of the components of target Total Direct Compensation that are expected to be recurring. Such amounts do not reflect special items such as hiring bonuses, one-time make-whole and inducement awards granted in connection with the commencement of employment, or special grants. See “2024 compensation decisions — What we pay and why” on page 62 for additional details.

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2024 incentive plan payouts aligned with performance

Total shareholder return (TSR) = Share Price Appreciation + Dividend Yield (annualized)

Note: 1-year TSR is for the one year ending 12/31/24; 3-year TSR is for the three years ending 12/31/24

Source: Bloomberg

• Amount shown represents the payout (before any adjustment for individual performance) for the Named Executive Officers whose 2024 annual incentive compensation was calculated based on the Company’s overall performance. See “Annual incentive” beginning on page 72 for more information concerning the payouts for the Named Executive Officers who were instead paid, in part, based on the performance of a business group.

Board responsiveness to 2024 say-on-pay vote

In response to the 2024 say-on-pay vote outcome and feedback provided by our shareholders through the expanded shareholder engagement effort, the Compensation and Talent Committee approved the following responsive actions:•Adopted a three-year cumulative performance period, starting with the 2025 performance share awards, replacing the annual performance measurement approach•Introduced a three-year relative TSR payout modifier applicable to the 2025 performance share awards to foster a closer alignment with shareholder experience•Enhanced transparency of the Committee’s decision-making process related to the adjustments applied to the performance results used to calculate payouts for the annual incentive program and performance share awards•Expanded disclosure around the annual incentive program and performance share metrics rigor