James R. Fitterling
3MAbout James R. Fitterling
James R. Fitterling (age 63) is 3M’s Lead Independent Director and a member of the Compensation & Talent Committee. He joined the 3M Board in 2021; he became Lead Independent Director on April 3, 2024. He is Chair and Chief Executive Officer of Dow Inc., with a 40-year career across global leadership roles, including extensive time in Asia and deep materials science expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Inc. | Chief Executive Officer; Chair of the Board | CEO since July 2018; Chair since April 2020 | Led global materials science portfolio; advanced ESG agenda |
| Dow / DowDuPont Materials Science division | President & Chief Operating Officer; COO Materials Science | Pre-2018 roles (dates not specified) | P&L leadership across operations; 10 years in Asia |
External Roles
| Organization | Role | Focus/Impact |
|---|---|---|
| National Association of Manufacturers (NAM) | Immediate Past Chair of the Board | Industry leadership and policy advocacy |
| American Chemistry Council (ACC) | Past Chair of the Board | Sector standards and stewardship |
| Alliance to End Plastic Waste | Chair | Circularity and environmental initiatives |
| Committee for Economic Development | Trustee | Economic policy engagement |
Board Governance
- Independence: Board affirmatively determined Fitterling is independent under 3M’s Director Independence Guidelines .
- Committee assignments: Member, Compensation & Talent Committee; previously served as Committee Chair prior to April 3, 2024 .
- Lead Independent Director: Appointed April 3, 2024; responsibilities include agenda approval, executive sessions, shareholder engagement availability, succession involvement, and liaison duties with the Chair/CEO .
- Meeting cadence and attendance: Board held 5 regular and 2 special meetings in 2024; overall attendance 97%; all director nominees who served in 2024 attended at least 83% of meetings .
- Executive sessions: Independent directors meet in executive session each regular Board meeting; LID presides when Chair/CEO not present .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 177,486 | Includes cash retainer and prorated Lead Independent Director fee during 2024 transitions |
| Stock awards (DSUs) | 195,000 | Annual stock retainer paid in DSUs; immediate vesting; hold-until-departure requirement |
| All other compensation | 278 | Complimentary products and charitable matching/perqs per program |
| Total | 372,764 | Sum of above |
Additional structure and changes:
- 2024 board-approved increases: +$10,000 to annual stock retainer; +$5,000 to annual cash retainer; +$5,000 to Lead Independent Director fee .
- Lead Independent Director annual fee level: $45,000 .
- Annual equity delivered as DSUs with rigorous hold-until-departure requirement; no stock options to non-employee directors; $600,000 annual cap under the LTIP for director compensation .
Performance Compensation
- Non-employee directors at 3M do not have performance-conditioned pay; equity is delivered as DSUs for alignment and subject to hold-until-departure .
- Hedging/pledging prohibited; directors must pre-clear trades and avoid margin/standing orders .
Other Directorships & Interlocks
| Company | Role | Interlock/Transactions |
|---|---|---|
| Dow Inc. | Chair and Chief Executive Officer; Director | Board independence review considered sales/purchases between 3M and entities where directors are officers; all were below 1% of the counterparty’s annual revenues, under threshold; no related person transactions in 2024 |
Expertise & Qualifications
- Education: B.S. Mechanical Engineering, University of Missouri–Columbia .
- Technical/industry: Materials science, manufacturing operations, global supply chain; ESG leadership; named #1 LGBT+ Executive in 2018 on OUTstanding in Business list .
- Governance: Extensive public company board leadership; policy and sustainability stewardship through NAM, ACC, and AEPW .
Equity Ownership
- Director stock retention policy: Directors must hold net after-tax shares or DSUs from annual stock retainers until departure from the Board; hedging and pledging prohibited .
Committee Work Snapshot
| Committee | 2024 Meetings | Composition | Fitterling role |
|---|---|---|---|
| Compensation & Talent | 7 | All independent; uses FW Cook as independent consultant; administers clawback and ownership guidelines for executives | Member; previously Chair prior to April 3, 2024 |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay received 45.3% support; Board and C&T Committee undertook expanded outreach (19 meetings with 16 top holders, ~50% of institutional shares); LID participated and was available for shareholder consultations .
- Responsive changes: Shift to single three‑year cumulative PSA measurement with a relative TSR modifier starting in 2025; enhanced disclosure on adjustments .
Governance Assessment
- Strengths: Robust LID mandate; independent committee membership; high overall attendance; transparent director pay structure with equity alignment and hold‑until‑departure; strict trading and hedging prohibitions; formal related party transaction policy .
- Potential conflicts: Concurrent CEO/Chair at Dow Inc. implies possible commercial interactions; Board independence review found transactions below 1% revenue threshold and no related‑person transactions in 2024, mitigating conflict risk .
- Engagement signal: LID involvement in shareholder outreach amid low say‑on‑pay shows active board responsiveness; compensation design changes aim to improve pay‑for‑performance alignment and investor confidence .