Pedro J. Pizarro
3MAbout Pedro J. Pizarro
Pedro J. Pizarro (age 59) is an independent director of 3M (MMM), serving since 2023. He is President and Chief Executive Officer and a director of Edison International, a role held since 2016; he holds a bachelor’s degree in chemistry from Harvard University and a Ph.D. in chemistry from the California Institute of Technology . The Board affirmatively determined he is independent under 3M’s Director Independence Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edison International | President & CEO and Director | 2016–present | Leadership of parent company of SCE and Trio; oversight of transmission, distribution, power procurement and generation |
| Southern California Edison (SCE) | President | 2014–2016 | Led operations of one of the nation’s largest electric utilities |
| Edison Mission Energy | President | 2011–2014 | Led subsidiary through sale of principal assets in 2014 |
| Edison International (various) | EVP; VP/SVP Power Procurement; VP Strategy & Business Development | 1999–2011 | Transmission/distribution, procurement, generation responsibilities |
| McKinsey & Company | Senior Engagement Manager | Pre-1999 | Strategy and operations advisory background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edison Electric Institute | Former Chair | n/a | Industry leadership for electric utilities |
| Electricity Subsector Coordinating Council | Co-Chair | n/a | Sector resilience and cybersecurity coordination |
| California Institute of Technology | Trustee | n/a | Academic governance and oversight |
| Edison International | Director | 2016–present | Public company board service |
Board Governance
- Committee assignments: Audit Committee member and Nominating & Governance Committee member; designated an “audit committee financial expert” under SEC rules .
- Committee responsibilities touching his remit include oversight of financial reporting, internal controls, cybersecurity, capital allocation, and major risk exposures (Audit) and corporate governance, nominations, related-person transactions, and shareholder engagement (N&G) .
- Independence: Board affirmatively determined Pizarro (and all committee members) are independent under NYSE and 3M standards; Audit and Compensation committees are 100% independent .
- Attendance: In 2024 the Board held 7 meetings (5 regular, 2 special) with overall attendance of 97%; all director nominees who were directors during 2024 attended at least 83% of Board and committee meetings .
- Executive sessions and independent leadership: The Board holds two executive sessions each regular meeting; Lead Independent Director authority is robust (agenda/materials approval, shareholder engagement, CEO succession input) .
- Related-party safeguards: Formal related-person transaction policy administered by N&G; no related person transactions were referred in 2024 . The independence review found transactions with companies where directors are officers were below 1% of those companies’ revenues, under guideline thresholds .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $138,159 |
| Stock awards (grant-date fair value) | $195,000 |
| All other compensation | $346 |
| Total | $333,505 |
- Structure: Retainer-only mix of cash and equity; no meeting fees; additional retainers only for special roles (Lead Independent Director and committee chairs) .
- Program changes: In May 2024, Board increased annual stock retainer by $10,000, cash retainer by $5,000, and Lead Independent Director fee by $5,000 .
- Form of equity: Deferred stock units (DSUs) or current shares with rigorous hold‑until‑departure requirement; dividend equivalents accrue on DSUs .
Performance Compensation
- Non-employee directors do not receive performance-based equity or stock options; all director stock awards vest on grant and are retainer-based .
- Stock retention: Directors must hold net after-tax shares (or equivalent DSUs) from annual stock retainers until departure from the Board .
- Hedging/pledging: Prohibited for directors; also prohibits short sales, standing orders, margin accounts .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Transactions | Notes |
|---|---|---|---|
| Edison International | President, CEO, and Director | Board independence review evaluated ordinary-course transactions between 3M and companies where directors are officers; amounts were below 1% revenue thresholds | No related person transactions referred in 2024 |
Expertise & Qualifications
- Technical and regulatory breadth: Leadership, risk management, technology, safety/operations, workforce, cybersecurity, regulatory/government affairs, business resiliency, M&A, and strategic planning .
- Education: AB in Chemistry (Harvard), PhD in Chemistry (Caltech) .
- Demographics and tenure: Age 59; MMM Board tenure 2 years (director since 2023) .
Equity Ownership
| Holder | Common Stock | Restricted Stock Units | Deferred Stock | Total Holdings | % of Class |
|---|---|---|---|---|---|
| Pedro J. Pizarro | — | — | 4,382 | 4,382 | <1% |
- Pledging/hedging: Company policy prohibits pledging or hedging of 3M securities by directors .
- Ownership alignment: DSUs hold-until-departure requirement enhances alignment; directors and officers as a group each own less than 1% of outstanding shares .
Governance Assessment
- Strengths: Independent director with deep utility-sector operational, regulatory, and risk expertise; sits on Audit and N&G with “financial expert” designation; robust board processes (executive sessions, annual evaluations, stock retention, clawback for executives), and no related-person transactions in 2024 .
- Alignment: Retainer-only pay with substantial equity via DSUs and hold‑until‑departure requirement; prohibitions on hedging/pledging further align interests .
- Attendance and engagement: Board-level attendance high (97% overall) with structured independent oversight via Lead Independent Director and executive sessions .
- Potential risks/RED FLAGS: None indicated; independence review found ordinary-course transactions immaterial under 1% threshold; no Form 404 related-person items in 2024; directors do not receive options or performance-linked director pay (reduces pay-complexity risk) .