Chris Goralski
3MAbout Chris Goralski
Group President, Safety & Industrial (Named Executive Officer). 2024 business-unit AIP payout was 120.0% of target on the back of: Local Currency Sales payout 100.0%, Operating Income payout 106.7%, and company Operating Cash Flow payout 153.3% (weighted result 120.0%) . Company-aligned performance context: 3M’s 1-year TSR was 46.1% and 3-year TSR was (0.6)%, with 2022 PSAs paying 48.7% of target for NEOs holding that grant . 3M noted Goralski had a “mixed year with financial results below plan” and took corrective actions on forecasting and commercial execution .
Past Roles
Not disclosed in the latest proxy/10-K excerpts reviewed.
External Roles
Not disclosed in the latest proxy/10-K excerpts reviewed.
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Base Salary ($) | $729,000 | $783,000 (effective Apr 1, 2024) | — |
| Target AIP (% of Base) | — | 100% of base salary | Set by Committee; no mid-year % changes |
| Approved 2024 AIP Payout ($) | — | $923,426 | Based on 120.0% business performance factor and 100% individual multiplier; no sustainability modifier |
| All Other Compensation ($) | — | $146,709 total | Includes 401(k) company contributions $27,600 ; VIP Excess Plan company contributions $90,171 ; Executive life insurance $13,938 ; Financial planning $15,000 |
Performance Compensation
Annual Incentive Plan – 2024 (Safety & Industrial)
| Metric | Business Unit | Threshold | Target | Maximum | Actual vs Target | Payout % | Weighting | Weighted Payout % |
|---|---|---|---|---|---|---|---|---|
| Local Currency Sales vs Plan ($mm) | Safety & Industrial | $10,198 | $11,085 | $11,972 | 100% | 100.0% | 33.3% | 33.3% |
| Operating Income vs Plan ($mm) | Safety & Industrial | $2,134 | $2,511 | $2,888 | 101% | 106.7% | 35.6% | 38.0% |
| Operating Cash Flow vs Plan ($mm) | 3M Worldwide | $4,259 | $5,010 | $5,762 | 108% | 153.3% | 51.1% | 78.4% |
| Business Performance Factor | — | — | — | — | — | — | — | 120.0% |
Note: Company-wide AIP reference was 128.6% payout for NEOs measured at the 3M level .
Long-Term Incentive Awards – 2024 Grants
| Award Type | Grant Date | Target Shares/Units | Grant-Date Fair Value ($) | Key Design Notes |
|---|---|---|---|---|
| Performance Share Award (PSA) | 05/03/2024 | 20,587 | $2,000,027 | 2023 PSA design metrics: Adjusted EPS Growth (33.3%), Free Cash Flow Growth (33.3%), Relative Organic Sales Growth (33.3%) ; 2025 awards move to 3-year cumulative performance with a relative TSR modifier |
| Restricted Stock Units (RSUs) | 05/03/2024 | 20,587 | $2,000,027 | RSUs delivered to promote retention; standard vesting terms per plan documents |
Long-Term Incentive Outcomes – Historical
| Item | Outcome |
|---|---|
| 2022 PSAs payout | 48.7% of target (company-wide) |
| Shares vested (2024) | 1,258 shares from 2022 PSAs vesting |
Equity Ownership & Alignment
Beneficial Ownership (as of proxy disclosure)
| Holding Type | Shares/Units |
|---|---|
| Common Stock | 51,011 |
| RSUs (deferred/retention holdings) | 31,500 |
| Total stock-based holdings | 82,511 |
Stock Ownership Guidelines
| Executive | Guideline Multiple of Salary | Compliance Status (12/31/2024) | Calculation Date | Time to Compliance Window |
|---|---|---|---|---|
| Christian T. Goralski | 3x base salary | In compliance | Apr 25, 2023 (for his role) | Until Apr 25, 2028 |
Company policies prohibit hedging, short sales, standing orders, margin accounts, and pledging of 3M securities by executive officers and directors .
Outstanding Equity Awards (12/31/2024)
| Category | Quantity | Market/Payout Value ($) |
|---|---|---|
| Unvested RSUs | 5,639 | $769,602 |
| Unearned PSAs (Grant A) | 41,174 | $5,401,617 |
| Unearned PSAs (Grant B) | 20,587 | $2,700,809 |
Stock Options (Outstanding)
| Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 6,393 | — | 146.05 | 02/02/2025 |
| 6,650 | — | 130.14 | 02/01/2026 |
| 4,902 | — | 154.69 | 02/06/2027 |
| 3,558 | — | 205.62 | 02/05/2028 |
| 4,653 | — | 177.01 | 02/04/2029 |
| 7,375 | — | 138.39 | 02/03/2030 |
| 6,731 | — | 154.04 | 02/01/2031 |
| 9,834 | 4,917 | 142.94 | 02/07/2032 |
Employment Terms
Executive Severance Plan – Core Terms
- For NEOs (other than CEO and specified exceptions), continued payment of annual base salary for 18 months; annual incentive payout for period(s) during severance (capped at 100% of prorated target); prorated vesting of annual/inducement RSUs; PSAs continue on a prorated target basis; full vesting of VIP company contribution accounts; outplacement services; general release required; no tax gross-up; potential reduction to avoid 280G excise tax; severance ceases upon reemployment by 3M .
Potential Payments – Christian T. Goralski
| Scenario | Cash Severance ($) | PSAs ($) | Unvested RSUs ($) | Unvested Options ($) | Life Insurance Proceeds ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Death | — | $2,700,809 | $3,526,180 | — | $3,000,000 | — | $9,226,989 |
| Disability | — | — | $3,526,180 | — | — | — | $3,526,180 |
| Qualifying termination (no change-in-control) | $1,957,500 | $1,335,086 | $262,415 | — | — | $3,500 | $3,558,501 |
| Qualifying termination (with change-in-control) | $1,957,500 | $672,578 | $3,526,180 | — | — | $3,500 | $6,159,758 |
Change-in-control provisions for PSAs include vesting protections upon termination by the Company (other than misconduct) or by the participant for “Good Reason” within 18 months of a change-in-control, with vesting at least at target or higher at Administrator discretion .
Clawback (Recoupment) Policy
- Financial/reputational harm recoupment for misconduct or significant risk-management failure; Section 10D/NYSE-compliant restatement recovery of erroneously awarded Incentive Compensation for the prior three completed fiscal years; no indemnification or advancement for recouped amounts .
Investment Implications
- Pay-for-performance alignment: 2024 AIP payout at 120.0% for Safety & Industrial underscores improved OCF and operating income execution despite sales at 100% of plan . 2022 PSAs paid 48.7% amid mixed 3-year TSR (annualized (0.6)%), showing downside sensitivity in LTI outcomes .
- Equity alignment and retention: 2024 grants split evenly between PSAs and RSUs ($2.0M each), paired with guideline compliance at 3x salary, and prohibitions on hedging/pledging reduce misalignment and leverage risks .
- Insider selling pressure: Near-term vesting exposure exists (5,639 unvested RSUs; 20,587–41,174 unearned PSAs), but trading is tightly pre-cleared and pledging/margin use are prohibited, mitigating forced-sale risks .
- Downside protections and change-in-control: Severance economics provide continuity (18 months base and prorated incentives), with defined CIC vesting protections on PSAs; no excise-tax gross-ups and robust clawback reduce shareholder-unfriendly risk .
Note: Background details (education, age, start date/tenure, external directorships) were not disclosed in the reviewed 2025 proxy/2024 10-K excerpts.