Who is Thomas K. Brown and why was he appointed to the 3M Board?

Thomas K. Brown is a former Group Vice President, Global Purchasing at Ford Motor Company. He was elected to the 3M Board of Directors to add valuable experience, particularly in purchasing and global operations. His appointment was made to fill a vacancy and was accompanied by an increase in the size of the Board.

What committees will Mr. Brown serve on and what is his role?

Mr. Brown has been appointed to serve on both the Audit and Finance committees of the 3M Board of Directors. The Board has also confirmed that he meets the criteria for financial literacy required for Audit committee membership.

How is Mr. Brown compensated as a director?

As a non-employee director, Mr. Brown will participate in 3M's director compensation program. This includes an annual cash retainer of $120,000, paid quarterly, and an annual stock retainer of $140,000, paid in 3M common stock after the annual stockholders meeting. The total annual compensation for non-employee directors is $260,000.

What is the significance of Mr. Brown being an 'independent director'?

The designation of Mr. Brown as an independent director means he meets specific criteria set by the New York Stock Exchange and 3M's own corporate governance guidelines. This independence is crucial for board oversight and ensures that directors can make objective decisions in the best interest of the company and its shareholders, particularly in committee roles like the Audit committee.

MMM 8-K: Leadership Changes

Summary

This 8-K filing by 3M Company reports on the election of Thomas K. Brown to its Board of Directors, effective August 12, 2013. Mr. Brown, a former Group Vice President, Global Purchasing at Ford Motor Company, brings significant operational and purchasing expertise. His appointment increases the size of the Board to 12 directors and fills a newly created vacancy. The Board has determined Mr. Brown to be an independent director and has appointed him to serve on both the Audit and Finance committees. His qualification for the Audit committee, specifically his financial literacy, has been confirmed according to New York Stock Exchange standards. Mr. Brown will receive compensation as a non-employee director, which includes an annual cash retainer and a stock retainer, consistent with the program approved in May 2013.

Key Highlights

13M Company appointed Thomas K. Brown to its Board of Directors, effective August 12, 2013.
2Mr. Brown's appointment increases the Board size from 11 to 12 directors.
3Mr. Brown is identified as an independent director per NYSE listing standards and 3M's guidelines.
4He has been appointed to serve on both the Audit and Finance committees of the Board.
5Mr. Brown is deemed financially literate, meeting NYSE requirements for Audit committee membership.
6Non-employee directors, including Mr. Brown, receive an annual compensation of $260,000, comprising a $120,000 cash retainer and a $140,000 stock retainer.
7Mr. Brown's background includes extensive experience at Ford Motor Company, most recently as Group Vice President, Global Purchasing.

3M CO 8-K Report, Executive Changes (Aug 13, 2013)

Summary

Key Highlights

Frequently Asked Questions