Audrey Choi
3MAbout Audrey Choi
Audrey Choi (age 57) is an independent director of 3M (MMM) since 2023, with an MBA from Harvard Business School and an A.B. from Harvard College. She is the retired Chief Sustainability Officer and former Management Committee member at Morgan Stanley, and previously served as Chief Marketing Officer; her background also includes senior policy roles in the Clinton Administration and earlier work as a Wall Street Journal foreign correspondent and bureau chief . The Board affirmatively determined she is independent under 3M’s Director Independence Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Chief Sustainability Officer; Management Committee member; Chief Marketing Officer | 2017–2022 (CSO/CMC); 2017–2021 (CMO); 16-year career at firm | Founded and led Global Sustainable Finance Group, Institute for Sustainable Investing, Community Development Finance Group |
| U.S. Government (Clinton Administration) | Chief of Staff, Council of Economic Advisers; Domestic Policy Advisor, Office of the Vice President; Director of Strategic Policy & Planning, NTIA; White House Fellow; Co-Director, Education Technology Task Force (FCC) | Not disclosed | Senior policymaking roles across economic and telecom policy |
| The Wall Street Journal | Foreign correspondent and bureau chief | Not disclosed | International reporting and bureau leadership |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Generation Foundation | Executive Chair | Philanthropy | Sustainability-focused foundation leadership |
| Generation Investment Management | Partner | Investment | Sustainability-driven investment firm |
| Kresge Foundation; StoryCorps; New York Cares | Board member | Non-profit | Long record of philanthropic board service |
| Sustainable Accounting Standards Board (SASB); Wildlife Conservation Society | Former board member | Standards/Conservation | Prior governance roles |
Board Governance
- Committee assignments: Nominating & Governance (N&G) and Science, Technology & Sustainability (STS) .
- Committee activity: N&G met 5 times in 2024; STS met 6 times in 2024 .
- Board attendance: Overall Board and committee attendance was 97%; all director nominees serving in 2024 attended at least 83% of meetings .
- Independence: Board affirmed Audrey Choi’s independence; strict prohibitions on related financial relationships for Audit and Compensation committee members apply across the Board .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; lead independent director presides when CEO is not present .
| Committee | Meetings in 2024 | Role |
|---|---|---|
| Nominating & Governance | 5 | Member; committee chaired by Thomas “Tony” K. Brown |
| Science, Technology & Sustainability | 6 | Member; committee chaired by Gregory R. Page |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $138,159 | Annual cash retainer; no meeting fees; pro-rated where applicable |
| All other compensation | $2,105 | Matching gifts and complimentary products; minimal perquisites |
| Total cash + other | $140,264 | Sum of cash fees and other |
| Chair/Lead fees (program terms) | LID $45,000; N&G Chair $20,000; Other Chairs $25,000 | Role-based retainers; not applicable to Choi in 2024 |
| Program changes (May 2024) | +$5,000 cash retainer; +$10,000 stock retainer | Director pay design remains retainer-only, simple and transparent |
Performance Compensation
| Component (2024) | Grant Value (USD) | Structure |
|---|---|---|
| Annual stock retainer (DSUs) | $195,000 | Deferred stock units; hold-until-departure requirement on net-after-tax shares/DSUs |
| Equity design features | — | No stock options for directors; DSUs accrue dividend equivalents; directors may elect shares/DSUs/deferred cash; rigorous retention until Board departure |
Notes:
- Director compensation is not performance-metric based; equity is delivered as full-value shares/DSUs with a hold-until-departure requirement and no meeting fees, aligning interests with long-term shareholders .
Other Directorships & Interlocks
| Category | Current |
|---|---|
| Public company boards | None |
| 3M committee interlocks/insider participation | Compensation & Talent Committee disclosed no interlocks or insider participation; Choi is not a member of that committee |
| Related person transactions | None referred to N&G in 2024 |
Expertise & Qualifications
- Sustainability and ESG leadership (Morgan Stanley CSO; partner at Generation IM; Executive Chair, Generation Foundation) .
- Marketing and strategy (former Morgan Stanley CMO; policy and strategic planning roles) .
- Policy/government experience (CEA, NTIA, VP’s office; White House Fellow) .
- Journalism and international perspective (WSJ correspondent/bureau chief) .
- Education: Harvard MBA; Harvard A.B. .
Equity Ownership
| Holding Type | Quantity | % of Class | Notes |
|---|---|---|---|
| Common stock | 0 | <1% | No pledged shares |
| Deferred stock (DSUs) | 3,405 | <1% | Subject to hold-until-departure |
| Total stock-based holdings | 3,405 | <1% | Alignment via equity retainer and retention policy |
Policies:
- Prohibition on hedging, short sales, standing orders, margin accounts, and pledging for directors and executive officers .
- Director stock retention requirement: hold net after-tax shares (or equivalent DSUs) from annual stock retainers until departure from the Board .
Governance Assessment
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Strengths and signals supporting investor confidence:
- Independence affirmed; N&G committee membership places her in direct oversight of governance standards, director nominations, related person transactions, and shareholder engagement—key for board effectiveness .
- STS membership aligns with her sustainability expertise; STS oversees sustainability, product stewardship, EHS compliance, and emerging science/technology risks—material areas for 3M’s risk profile and reputation .
- Director compensation design emphasizes alignment (retainer-only mix with significant equity; hold-until-departure; no options; minimal perquisites; $600,000 annual cap for non-employee directors) .
- Board meeting attendance strong (97% overall); governance processes include annual self-evaluations, executive sessions, robust lead independent director authority, and clear committee charters .
- No related person transactions in 2024; independence review confirmed transactional thresholds below 1% of revenues and no material charitable contributions—reduces conflict risk .
-
Watch items/RED FLAGS:
- None disclosed specific to Choi: no other public company directorships (reduces external interlock risk), no related-party transactions, and prohibited hedging/pledging mitigate alignment concerns .
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Broader board responsiveness:
- The Board and Compensation & Talent Committee responded to the low 2024 say-on-pay outcome (45.3%) by adopting three-year cumulative performance share design starting 2025 and adding a relative TSR modifier; enhanced transparency on adjustments—positive governance signal even though Choi is not on C&T .