David B. Dillon

About David B. Dillon

David B. Dillon (age 73) is an independent director of 3M and has served on the Board since 2015. He is the retired Chairman and Chief Executive Officer of The Kroger Co., holding the CEO role from 2003–2013 and Chairman from 2004 until his retirement in 2014; he holds a bachelor’s degree in business (University of Kansas) and a J.D. (Southern Methodist University) . At 3M, Dillon chairs the Audit Committee and serves on the Nominating & Governance (N&G) Committee; the Board has designated him an “audit committee financial expert” under SEC rules and “financially literate” under NYSE standards .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles: Audit Committee Chair; Nominating & Governance Committee member. Audit met 9 times in 2024; N&G met 5 times in 2024 .
• Independence: Board affirmatively determined Dillon is independent; all Audit and Compensation & Talent Committee members received no compensation other than for director service .
• Financial expertise: Dillon is designated an SEC “audit committee financial expert” and NYSE “financially literate” .
• Attendance: Overall Board and committee attendance was 97% in 2024; all nominees who were directors during 2024 attended at least 83% of their meetings. Seven Board meetings (5 regular, 2 special) were held; all 12 directors attended the 2024 Annual Meeting of Shareholders .
• Board structure context: Lead Independent Director role (held by James R. Fitterling since April 3, 2024) has robust authority; regular executive sessions are held at each Board meeting .

Fixed Compensation (Non-Employee Director – 2024)

Additional program features and 2024 changes:

• In May 2024, Board approved: +$10,000 to annual stock retainer, +$5,000 to annual cash retainer, +$5,000 to Lead Independent Director fee; LID fee is $45,000; N&G Chair fee $20,000; other committee chair fee $25,000 .
• Retainer-only design (no meeting fees), heavy equity alignment, limit of $600,000 on all forms of non-employee director compensation under the LTIP .

Performance Compensation

• Non-employee director pay at 3M is not performance-based; equity awards are retainers (full-value shares/DSUs) that vest immediately and are subject to hold-until-departure requirements (no options) .

Other Directorships & Interlocks

• Current public company board: Union Pacific Corporation (director) .
• Interlocks: 3M disclosed no Compensation & Talent Committee interlocks or insider participation requiring disclosure in 2024; Dillon is not a member of that committee .
• Independence review: Board reviewed commercial and charitable relationships for all directors; any transactions with companies affiliated with directors were below 1% of each company’s annual revenues over the last three years (below guideline thresholds) .

Expertise & Qualifications

• Financial and audit acumen; designated audit committee financial expert .
• Large-cap CEO/Chair background with retail operations and M&A execution (e.g., Kroger–Fred Meyer $13B merger) .
• Education: B.S. in business (University of Kansas); J.D. (Southern Methodist University) .
• Sustainability leadership experience noted in nomination rationale .

Equity Ownership

Additional alignment and restrictions:

• Hold-until-departure requirement: Directors must hold net after-tax shares or DSUs from annual stock retainers until leaving the Board .
• Prohibitions: No hedging, short sales, standing orders, margin accounts, or pledging of 3M securities by directors; stock ownership table notes beneficial ownership and that, unless otherwise noted, shares are not pledged .

Insider Trades (Form 4 – Recent)

Source: Form 4 data retrieved via insider-trades skill showing awards to “DILLON DAVID B” (type: A-Award) and post-transaction ownership positions.

Governance Assessment

Strengths

• Audit Committee Chair with SEC “financial expert” designation and deep CEO/Chair experience supports oversight of financial reporting, internal controls, capital structure, treasury, and risk (including cybersecurity/AI updates) .
• Clear independence and robust trading/retention policies (no hedging/pledging; hold-until-departure), aligning director incentives with long-term shareholders .
• Consistent engagement indicators: strong overall 2024 attendance (97%), committee workloads (Audit 9; N&G 5 meetings) .

Watch items

• Ownership remains modest in absolute terms (total 14,203 shares/DSUs; <1% by policy disclosure), though the structure requires holding until departure and recent Form 4 awards increased holdings (Form 4 links above).
• Broader pay/governance context: 3M acknowledged a disappointing 2024 say‑on‑pay result and adjusted executive LTI design for 2025; while Dillon is not on the Compensation & Talent Committee, continued Board-level responsiveness to shareholder feedback is important to investor confidence .

Supporting Details and References

• Director biography, age, tenure, education, nomination rationale, external board: .
• Committee assignments, financial expert status, meeting counts: .
• Audit Committee report and responsibilities: .
• Independence determination and thresholds: .
• Attendance metrics and Annual Meeting participation: .
• Director compensation amounts (2024) and design; vesting; no stock options for directors: .
• Retainer levels and 2024 increases; LID and chair fees; DSU mechanics; hold-until-departure; compensation cap; no hedging/pledging: .
• Security ownership table (stock, deferred stock, totals) and % of class notes: .
• Compensation committee interlocks disclosure: .