Pay vs Performance Disclosure
Apr. 30, 2024
Dec. 31, 2024
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
All amounts in U.S. dollars | Value of Initial Fixed $100 Investment Based on: | |||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||
Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Other NEOs(1) | Average Compensation Actually Paid to Other NEOs(2) | Total Shareholder Return | Peer Group Total Shareholder Return(3) | GAAP Net Income ($mil.) | Company Selected Measure: Organic Sales Growth(4) | ||||
Michael F. Roman | William M. Brown | Michael F. Roman | William M. Brown | |||||||||
2025 | 21,005,009 | 35,738,149 | 6,192,865 | 11,009,844 | 132 | 173 | 3,250 | 2.1% | ||||
2024 | 17,213,005 | 21,191,031 | 37,800,518 | 32,797,865 | 7,008,929 | 5,570,336 | 104 | 150 | 4,173 | 2.3% | ||
2023 | 16,424,566 | 15,615,060 | 11,186,064 | 11,580,343 | 71 | 131 | (6,995) | (1.3%) | ||||
2022 | 14,031,387 | 152,482 | 5,322,998 | 1,852,154 | 74 | 113 | 5,777 | 1.2% | ||||
2021 | 18,200,584 | 18,438,692 | 5,527,247 | 3,553,621 | 105 | 121 | 5,921 | 8.8% | ||||
Year | CEO | Other NEOs | |
2025 | William M. Brown | Anurag Maheshwari, Christian T. Goralski, Wendy A. Bauer, and Kevin H. Rhodes | |
2024 | William M. Brown | Anurag Maheshwari, Peter D. Gibbons, Christian T. Goralski, Wendy A. Bauer, Theresa E. Reinseth, and Monish Patolawala | |
Michael F. Roman | |||
2023 | Michael F. Roman | Monish Patolawala, Peter D. Gibbons, Bryan C. Hanson, and Kevin H. Rhodes | |
2022 | Michael F. Roman | Monish Patolawala, Peter D. Gibbons, Jeffrey R. Lavers, Mojdeh Poul, and Michael G. Vale | |
2021 | Michael F. Roman | Monish Patolawala, Ashish K. Khandpur, Mojdeh Poul, and Michael G. Vale |
peer group reported in the performance graph included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2025, and assuming reinvestment of all dividends, where applicable.
amounts do not reflect the actual amount of compensation earned or paid during the applicable year. In accordance with Securities
and Exchange Commission rules, the following adjustments were made to SCT total compensation to determine CAP:
Reconciliation of SCT total compensation to CAP for CEO (Brown)
All amounts in U.S. dollars
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) = (b)-(c)+ (d)-(e)+(f)+ (g)+(h)+ (i)-(j) |
Fiscal Year | SCT Total | Minus SCT Change in Pension Value | Plus Pension Value Service Cost(i) | Minus SCT Equity | Plus EOY Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at EOY(ii) | Plus Change from BOY to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at EOY(ii) | Plus Fair Value at Vesting Date of Awards Granted and Vested During the Fiscal Year(ii) | Plus Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year(ii) | Minus Fair Value at Prior Fiscal Year EOY of Awards Granted in Prior Year that were Forfeited During the Fiscal Year(ii) | CAP |
2025 | 21,005,009 | — | — | 14,755,094 | 19,908,942 | 8,979,390 | — | 599,902 | — | 35,738,149 |
2024 | 21,191,031 | — | — | 13,667,293 | 25,274,127 | — | — | — | — | 32,797,865 |
“EOY” = End of Year, “BOY” = Beginning of Year
Reconciliation of SCT total compensation to CAP for CEO (Roman)
All amounts in U.S. dollars
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) = (b)-(c)+ (d)-(e)+(f)+ (g)+(h)+ (i)-(j) |
Fiscal Year | SCT Total | Minus SCT Change in Pension Value | Plus Pension Value Service Cost(i) | Minus SCT Equity | Plus EOY Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at EOY(ii) | Plus Change from BOY to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at EOY(ii) | Plus Fair Value at Vesting Date of Awards Granted and Vested During the Fiscal Year(ii) | Plus Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year(ii) | Minus Fair Value at Prior Fiscal Year EOY of Awards Granted in Prior Year that were Forfeited During the Fiscal Year(ii) | CAP |
2025 | ||||||||||
2024 | 17,213,005 | 269,417 | 496,215 | 13,000,716 | 25,620,549 | 7,413,439 | 327,443 | — | — | 37,800,518 |
2023 | 16,424,566 | — | 613,038 | 11,999,342 | 12,066,153 | (1,199,715) | — | (289,640) | — | 15,615,060 |
2022 | 14,031,387 | — | 742,142 | 11,000,949 | 5,780,110 | (5,795,900) | — | (3,604,307) | — | 152,482 |
2021 | 18,200,584 | 2,978,538 | 756,691 | 10,501,098 | 11,644,213 | 756,097 | — | 560,744 | — | 18,438,692 |
“EOY” = End of Year, “BOY” = Beginning of Year
Pension value service cost is calculated as the actuarial present value of benefits attributed to services rendered by the executive during the applicable fiscal year under the Company’s defined benefit pension plans, using the same methodology used in the
Company’s GAAP financial statements included in its Annual Report on Form 10-K.
(ii)For this purpose, the fair value of equity awards was calculated in accordance with ASC Topic 718. The fair value of unvested
time-based share awards, as well as the fair value of all share-based awards upon vesting, is based upon the closing price for a
share of 3M common stock on the NYSE for the applicable date of measurement. The fair value of unvested performance share
awards is based upon the probable outcome of the applicable performance conditions at the time of measurement. The fair value
of unvested options, and the fair value received upon the vesting of stock options, is based upon the Black-Scholes option-pricing
model as of the date of measurement, consistent with the stock option valuation model used to determine amounts reported in
the Company’s Annual Report on Form 10-K.
amounts do not reflect the actual amount of compensation earned or paid during the applicable year. In accordance with Securities
and Exchange Commission rules, the following adjustments were made to SCT total compensation to determine CAP:
Reconciliation of SCT total compensation to CAP for average of other NEOsAll amounts in U.S. dollars
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) = (b)-(c)+ (d)-(e)+(f)+ (g)+(h)+ (i)-(j) |
Fiscal Year | Average SCT Total for Other NEOs | Minus SCT Change in Pension Value for Other NEOs | Plus Pension Value Service Cost(i) | Minus SCT Equity for Other NEOs | Plus EOY Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at EOY(ii) | Plus Change from BOY to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at EOY(ii) | Plus Fair Value at Vesting Date of Awards Granted and Vested During the Fiscal Year(ii) | Plus Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year(ii) | Minus Fair Value at Prior Fiscal Year EOY of Awards Granted in Prior Year that were Forfeited During the Fiscal Year(ii) | CAP for Other NEOs |
2025 | 6,192,865 | 405,041 | 70,941 | 1,779,847 | 4,657,427 | 1,893,929 | 8,028 | 371,542 | — | 11,009,844 |
2024 | 7,008,929 | 20,981 | 19,993 | 4,872,626 | 4,573,561 | 399,598 | — | 55,875 | 1,594,013 | 5,570,336 |
2023 | 11,186,064 | 280,291 | 57,618 | 6,592,161 | 7,525,387 | (240,444) | 12,375 | (88,205) | — | 11,580,343 |
2022 | 5,322,998 | 124,457 | 103,225 | 3,851,488 | 706,405 | (22,688) | — | (225,074) | 56,767 | 1,852,154 |
2021 | 5,527,247 | 93,789 | 173,685 | 3,414,689 | 1,229,934 | 73,896 | 1,479 | 55,858 | — | 3,553,621 |
“EOY” = End of Year, “BOY” = Beginning of Year
Pension value service cost is calculated as the actuarial present value of benefits attributed to services rendered by the executive during the applicable fiscal year under the Company’s defined benefit pension plans, using the same methodology used in the
Company’s GAAP financial statements included in its Annual Report on Form 10-K.
(ii)For this purpose, the fair value of equity awards was calculated in accordance with ASC Topic 718. The fair value of unvested
time-based share awards, as well as the fair value of all share-based awards upon vesting, is based upon the closing price for a
share of 3M common stock on the NYSE for the applicable date of measurement. The fair value of unvested performance share
awards is based upon the probable outcome of the applicable performance conditions at the time of measurement. The fair value
of unvested options, and the fair value received upon the vesting of stock options, is based upon the Black-Scholes option-pricing
model as of the date of measurement, consistent with the stock option valuation model used to determine amounts reported in
the Company’s Annual Report on Form 10-K.
the relationship between our TSR and the Peer Group TSR, as well as the relationship between CAP for our CEOs and
other NEOs and our TSR. For reference, SCT total compensation values for each year are also shown. As the graphs
below illustrate, CAP amounts for our CEOs are generally aligned with 3M’s TSR. For the other NEOs, CAP and SCT total
compensation values in 2023 are much higher than in other years due primarily to the special make-whole cash and RSU
awards provided to Mr. Hanson to replace compensation he forfeited when he left his prior employer to join 3M. Because
of these one-time awards, the alignment between CAP amounts for our other NEOs and 3M’s TSR in 2023 is not as
apparent. The graph below also illustrates the relationship between our TSR and the Peer Group TSR.
CEO pay vs. performance: Total shareholder return
n | CEO SCT (Roman) | n | CEO CAP (Roman) | n | CEO SCT (Brown) | n | CEO CAP (Brown) |
Peer Group TSR | 3M TSR |
n | Other NEOs SCT | n | Other NEOs CAP | Peer Group TSR | 3M TSR |
average other NEO CAP and our GAAP Net Income. Average other NEO CAP value in 2023 is much higher than in other
years due primarily to the special make-whole cash and RSU awards provided to Mr. Hanson to replace compensation he
forfeited when he left his prior employer to join 3M. Our fiscal year 2023 financial results include special items that had a
significant negative impact on our GAAP net income, the most significant of which was $11.6 billion in after-tax net costs
for significant litigation associated with PFAS-related other environmental and Combat Arms Earplugs matters. GAAP net
income is not used as a metric in our annual or long-term incentive plans. Refer to the CD&A for information on the
financial metrics utilized in our compensation plans, and to Appendix A for a detailed reconciliation of these measures with
the most directly comparable GAAP financial measures.
n | CEO CAP (Roman) | n | CEO CAP (Brown) | n | Other NEOs CAP |  | GAAP Net Income |
the relationship between CEO and average other NEO CAP and Organic Sales Growth. 2023 organic growth was
negatively impacted by declines in consumer-facing markets such as electronics and consumer retail, disposable
respirator sales declines, normalization of post-COVID-related biopharma demand, declines in health information systems
from tighter hospital budgets, the Company’s exit from Russia, and slowing growth in China. Average other NEO CAP
value in 2023 is much higher than in the other years due primarily to the special make-whole cash and RSU awards
provided to Mr. Hanson to replace compensation he forfeited when he left his prior employer to join 3M.
n | CEO CAP (Roman) | n | CEO CAP (Brown) | n | Other NEOs CAP | | Organic Sales Growth |
Local Currency Sales | Relative Organic Sales Growth |
Operating Income | Free Cash Flow Growth |
Operating Cash Flow | |
Earnings per Share Growth |
our executive compensation program for the applicable reporting year.