Anurag Maheshwari

About Anurag Maheshwari

Executive Vice President and Chief Financial Officer of 3M (MMM) since September 1, 2024; age 50; holds a master’s degree in finance from the Asian Institute of Management and a bachelor’s degree in economics from Bombay University . 2024 company performance used for executive incentives: 1-year TSR of 46.1% and AIP payout factor of 128.6% based on above-target Local Currency Sales, Operating Income, and Operating Cash Flow . Employment is at-will; no fixed-term contract .

Past Roles

Earlier career included consulting and executive-level roles in strategy, business leadership, private equity, and finance at United Technologies and Affinity Equity Partners (years not disclosed) .

External Roles

None disclosed in 3M filings or press releases for public company boards or committee roles .

Fixed Compensation

Performance Compensation

2024 Annual Incentive Program (AIP) structure and results (Company-wide)

• Committee-approved adjustments for 2024 increased AIP from 78.3% to 128.6% to reflect operating performance excluding significant one-time items (spin-related, litigation, PFAS, TCJA, etc.) .
• CFO’s AIP payout applied company-wide metrics; Individual performance multiplier at 100%; Sustainability modifier left neutral despite meeting/exceeding 7 of 8 goals .

2024 Long-Term Incentives for Maheshwari

Notes:

• Make-whole RSU intended to offset forfeited unvested equity/bonus from prior employer .
• If terminated by 3M other than for Misconduct and upon release execution, unvested make-whole RSUs remain outstanding and eligible to vest per schedule .
• No stock options were granted to Maheshwari in 2024 (PSAs and RSUs only) .

Equity Ownership & Alignment

Stock retention requirements and robust trading policies reduce near-term selling pressure from vesting events .

Employment Terms

• At-will employment; no fixed-term contract or single-trigger CIC benefits; no excise tax gross-ups (except taxable relocation gross-up as noted) .
• Hiring bonus: $3,150,000, repayable (net of withholding) if resignation or Misconduct within 3 years of start date .
• Protective Covenant Agreement: confidential information, non-compete, non-solicit where permitted by law .
• Severance Plan (qualifying termination not in CIC): CFO eligible for 18 months base salary; prorated AIP at ≤100% target; pro rata vesting of “annual” and “inducement” RSUs; PSAs prorated to months worked; vested options exercisable until expiration; VIP company contribution vesting; outplacement services .
• Change-in-control (double-trigger within 18 months): immediate vesting of unvested RSUs/options; PSAs prorated and settled per plan; Good Reason and Misconduct definitions apply; no single-trigger .
• Relocation: required to Minneapolis–St. Paul; comprehensive benefits; repayment if voluntary resignation/retirement before 2 years ; relocation-related tax gross-up provided in perquisites .

Potential Payments (illustrative values at 12/31/2024 from Proxy)

Performance & Track Record

• CFO onboarding and early impact: “Owned and ensured delivery on all 3M’s capital allocation priorities and delivered improvements in operating income; realigned resources to drive key financial priorities and develop finance talent pipeline” .
• Operating commentary (Q2’25 call): highlighted adjusted organic growth, margin expansion to 24.5%, strong free cash flow ($1.3B), and disciplined capex/receivables management; discussed tariff impacts and stranded costs cadence .
• Guidance bridge: EPS growth drivers and headwinds, with operational benefits partially offset by tariffs/FX/non-operational items .

Compensation Governance and Policies

• 2024 say-on-pay support was 45.3%; committee undertook shareholder outreach and responded by adopting cumulative 3-year PSA measurement with a 3-year relative TSR payout modifier beginning with 2025 grants, and enhanced disclosure on adjustments .
• Comprehensive clawback/recoupment policy covering cash and equity; risk assessment found no compensation policies likely to have a material adverse effect .

Vesting Schedules and Potential Insider Selling Pressure

• Make-whole RSU (32,833 units) vests in equal installments on Oct 1, 2025; Oct 1, 2026; Oct 1, 2027, subject to continued employment (or continued eligibility if terminated without Misconduct and release signed) .
• Pro rata 2024 RSU (4,865 units) vests on Oct 1, 2027 (cliff) .
• Pro rata 2024 PSA (target 4,865 shares) vests on Dec 31, 2026 based on 3-year performance metrics .
• 3M policy prohibits hedging/pledging and requires pre-clearance and trading windows, mitigating opportunistic selling around vest events .

Equity Ownership & Compliance Status

Investment Implications

• Pay-for-performance alignment: AIP tied to core operating drivers (sales, operating income, operating cash flow) delivered 128.6% payout for 2024, consistent with strong TSR and operational execution; PSAs use balanced 3-year metrics, shifting in 2025 to cumulative period with relative TSR modifier, enhancing alignment with shareholder outcomes .
• Retention risk appears contained: significant make-whole RSU (three-year vesting) and pro rata RSU (three-year cliff) create ongoing equity ties; severance and double-trigger CIC protections reduce abrupt departure risk; ownership guidelines and trading restrictions limit rapid monetization of awards .
• Selling pressure: Upcoming RSU vesting dates (2025–2027) could introduce mechanical supply, but policy constraints (no pledging/hedging; pre-clearance; windows; hold requirements) mitigate near-term dislocation .
• Governance risk guardrails: No single-trigger CIC, no excise tax gross-ups; robust clawback and risk assessment frameworks; increased transparency on incentive adjustments after 2024 say-on-pay feedback; 2025 say-on-pay subsequently supported at the Annual Meeting .