Anne H. Chow
3MAbout Anne H. Chow
Anne H. Chow, age 58, is an independent director of 3M Company (MMM) serving since 2023. She is the former CEO of AT&T Business and holds an MBA from Cornell’s Johnson School and BS/MS in Electrical Engineering from Cornell, with current roles including founder/CEO of The Rewired CEO and Senior Fellow/Adjunct Professor at Kellogg School of Management, Northwestern University . Her core credentials span global operations, technology and cybersecurity, commercial leadership, and large-scale transformation, with recognized industry leadership (Fortune Most Powerful Women, Forbes CEO Next List, Dallas Business Hall of Fame) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Business | Chief Executive Officer | 2019–2022 | Led global business services (~$35B revenue, ~35K employees) across wireless, networking, cybersecurity, advanced solutions; served previously in multiple AT&T executive roles |
| AT&T | National Business President; Integrator Solutions President; SVP Premier Client Group | 2000–2019 | Enterprise sales/operations leadership; global Fortune 1000 client coverage |
| Kellogg School of Management (Northwestern) | Senior Fellow & Adjunct Professor (Executive Education) | Current | Executive education thought leadership |
| The Rewired CEO | Founder & CEO | Current | Advisory/leadership development platform |
| Public Service/Nonprofits (e.g., Girl Scouts USA, NJ Chamber, Dallas Fed advisory roles) | Board/Advisory roles | Various | Community leadership and governance |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Franklin Covey Co. | Lead Independent Director | Current |
| CSX Corporation | Director | Current |
| Georgia Tech President’s Advisory Board | Vice Chair & Member | Current |
| Dallas Mavericks Advisory Council | Member | Current |
| C200; Committee of 100 | Member | Current |
Board Governance
- Committee assignments: Chair, Compensation & Talent (C&T); member, Science, Technology & Sustainability (STS) .
- Independence: Board affirmatively determined Chow is independent per 3M’s Director Independence Guidelines and NYSE standards; audit and compensation committee members received no compensation other than director service .
- Attendance and engagement: 2024 overall Board/committee attendance 97%; all nominees who were directors in 2024 attended ≥83% of meetings; two executive sessions at each regular Board meeting (independent-only session led by Lead Independent Director) .
- C&T Committee governance: All members independent; 7 meetings in 2024; authority to retain independent compensation advisers; administers clawback policy; oversees risk assessment of compensation and talent/succession .
- Shareholder engagement: Directors (including independent directors) led 2024 outreach with 19 meetings across 16 top holders (~50% of institutional shares), feeding into compensation program changes .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $156,772 | Includes annual cash retainer and committee chair fees (C&T Chair “Other Committee Chair” fee $25,000); no meeting fees |
| Stock awards (DSUs) | $195,000 | Annual stock retainer delivered in DSUs; hold‑until‑departure requirement |
| All other compensation | $6,103 | Product benefits/matching gifts per program |
| Total | $357,875 |
- 2024 director program adjustment: Board approved +$10,000 to annual stock retainer, +$5,000 to annual cash retainer, +$5,000 to Lead Independent Director fee; chair fees remain N&G $20,000 and other committee chairs $25,000; LID fee $45,000 .
- No meeting fees; total non‑employee director compensation capped at $600,000 annually under LTIP .
Performance Compensation
- Directors do not receive performance-conditioned pay; equity is granted as full-value shares/DSUs with immediate vesting and rigorous hold‑until‑departure policy .
- As C&T Chair, Chow led program changes responsive to 2024 say‑on‑pay feedback: 2025 PSAs shift to a single three‑year cumulative performance period with a ±20% relative TSR modifier (S&P 500 Industrials peer set) and equal weighting on cumulative Adjusted EPS and Free Cash Flow .
Key incentive metrics and weights (2025 design):
| Metric | Weight | Modifier |
|---|---|---|
| Adjusted EPS (3‑year cumulative) | 50% | |
| Free Cash Flow (3‑year cumulative) | 50% | |
| Relative TSR vs. S&P 500 Industrials | ±20% modifier | Applies to PSA payout |
Illustrative 2024 PSA Year 1 attainment (reflecting committee adjustments aligned to spin-off and litigation framework):
| Metric | 2024 Actual | Accrual (% of target) |
|---|---|---|
| Adjusted EPS Growth | 20.0% | 33.3% |
| Relative Organic Sales Growth | 0.9% | 31.7% |
| Free Cash Flow Growth ($) | $4,309 | 33.3% |
| Total Year 1 Accrual | — | 98.3% |
Other Directorships & Interlocks
| Company | Relationship to 3M | Independence/Conflict Assessment |
|---|---|---|
| Franklin Covey; CSX | Unrelated governance roles | Board reviewed transactions between 3M and companies where directors are/were officers; sales/purchases in each of last 3 years were below 1% revenue thresholds; independence affirmed . |
| Related person transactions | Company-wide | N&G Committee reported no related person transactions referred in 2024 . |
Expertise & Qualifications
- Technical and operating expertise: cybersecurity, networking, advanced solutions; global commercial management; transformation and culture at scale .
- Education: MBA (Cornell Johnson); BS/MS Electrical Engineering (Cornell) .
- Recognitions: Fortune Most Powerful Women; Forbes CEO Next; Dallas Business Hall of Fame .
Equity Ownership
| Holding Type | Quantity | % of Class |
|---|---|---|
| Stock (beneficially owned) | 1,957 | <1% |
| Deferred Stock (DSUs/common stock deferrals) | 2,390 | <1% |
| Total Stock-Based Holdings | 4,347 | <1% |
- Stock retention: Directors must hold net after-tax shares/DSUs from annual stock retainers until departure .
- Hedging/pledging: Prohibited (no hedging, short sales, standing orders, margin accounts, or pledging) .
Insider Trades
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Form URL |
|---|---|---|---|---|---|---|
| 2025-05-14 | 2025-05-13 | Award (A) | 1,297.147 | $150.33 | 3,699.121 | https://www.sec.gov/Archives/edgar/data/66740/000112760225014328/0001127602-25-014328-index.htm |
| 2024-05-15 | 2024-05-14 | Award (A) | 1,957.242 | $99.63 | 1,957.242 | https://www.sec.gov/Archives/edgar/data/66740/000112760224015434/0001127602-24-015434-index.htm |
Source: Insider-trades skill (Form 4); post-transaction ownership reflects reported securities owned after the transaction .
Governance Assessment
- Board effectiveness: Chow’s leadership as C&T Chair drove material pay‑for‑performance reforms (three-year cumulative PSAs, TSR modifier) after a disappointing 2024 say‑on‑pay outcome and expanded shareholder outreach—signals responsiveness and alignment with investor preferences .
- Independence and conflicts: Independence affirmed under stringent guidelines; no related-person transactions in 2024; strong trading/pledging prohibitions and director stock retention requirements—supports alignment and mitigates conflict risk .
- Engagement and attendance: High overall attendance (97%) and structured executive sessions with robust Lead Independent Director authority support oversight quality and independent challenge .
- Compensation committee quality: Independent membership, use of external consultants, formal clawback administration, and detailed exclusion policy governance for metric adjustments—enhances program rigor while balancing transformation-related factors (PFAS exit, spin-off, litigation settlements) .
RED FLAGS and mitigants:
- Prior say‑on‑pay vote concerns (2024) indicate investor scrutiny; mitigated by 2025 structural changes and enhanced transparency on adjustments .
- Litigation and PFAS adjustments affect incentive calculations; committee documented rationale and aligned exclusions to peer practice and shareholder feedback—ongoing monitoring warranted .