Peter D. Gibbons
3MAbout Peter D. Gibbons
Group President, Enterprise Supply Chain at 3M; joined 3M effective November 29, 2021 and announced retirement effective April 2, 2025 . 2024 company performance yielded a 128.6% AIP business performance factor and 2022 PSAs paid at 48.7% of target, while 1-year TSR was 46.1% and 3-year TSR was (0.6)% (company-level metrics used in pay-for-performance calibration) . In 2022, he drove operational redesign, EHS rigor (“Safety Always”), inventory/backlog improvements, and stronger supply-chain communication with >30 site visits .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 3M | Group President, Enterprise Operations | Nov 29, 2021–transitioned by 2025 | Redesigned operating model; improved EHS, inventory, service; >30 site visits; “Safety Always” rollout; addressed COVID-related disruptions |
| 3M | Group President, Enterprise Supply Chain | Title as of 2025 proxy | Championed “Journey to Zero” safety; drove operational excellence and addressed shortfalls |
External Roles
No public external directorships disclosed for Mr. Gibbons in the 2025 proxy .
Fixed Compensation
Multi-year compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $803,702 | $832,500 | $882,076 |
| Target Bonus (% of Base) | n/a | n/a | 100% |
| AIP (Non-Equity Incentive) | $417,734 | $1,038,960 | $1,134,370 |
| Stock Awards (RSUs/PSAs FV) | $3,020,120 | $3,140,136 | $4,942,021 |
| All Other Compensation | $122,621 | $173,477 | $210,692 |
| Total Compensation | $4,364,177 | $5,185,073 | $7,169,159 |
Notes: 2024 target AIP set at 100% of base salary; AIP payouts approved in February 2025 reflected company/business factors without sustainability modifier .
Performance Compensation
2024 AIP and long-term PSAs:
| Component | Metric(s) | Weighting/Design | Target | Actual/Payout | Vesting/Delivery |
|---|---|---|---|---|---|
| AIP (2024) | Company/business unit goals; individual modifier; Sustainability modifier (+/−10% of target) | Business performance factor drove payouts; sustainability left unchanged | 100% of base | Company business performance factor 128.6%; Mr. Gibbons approved payout $1,134,370 | Cash paid per AIP approval |
| PSAs (2022 grant; perf. period 2022–2024) | Adjusted EPS Growth; Relative Organic Sales Growth; Free Cash Flow Growth | Annual measurement within 3-year period (fixed targets; weight by year) | Target shares per grant (see grant tables by year) | Company-level payout 48.7% of target for 2022 PSAs ; Mr. Gibbons vested 5,773 shares valued at $948,619 in 2024 | Shares delivered post performance period (no later than Mar 15, 2026 for 2023–2025; Mar 15, 2027 for 2024–2026 PSAs) |
| PSAs (2024 grant; perf. period 2024–2026) | Same metrics; cumulative three-year starting 2025 awards add relative TSR modifier | 2024 design weights: 2024=50%, 2025=30%, 2026=20; 2025 awards adopt cumulative period + relative TSR modifier | Target 25,435 shares; Max 50,870 | In progress; Max unearned shares shown in outstanding awards table | Earned shares vest Dec 31, 2026; delivered by Mar 15, 2027 |
Design changes after 2024 say-on-pay: 3-year cumulative PSA performance and relative TSR payout modifier starting with 2025 awards; enhanced disclosure/adjustment framework .
Equity Ownership & Alignment
Current holdings and upcoming vesting:
| Category | Quantity | Market/Payout Value | Key Dates |
|---|---|---|---|
| Common Stock held | 13,972 | n/a | n/a |
| RSUs outstanding | 10,565; 15,262; 25,435 | $1,497,412; $2,082,942; $3,336,818 | Vested Feb 8, 2025; vests Feb 7, 2026; vests Feb 6, 2027 |
| PSAs unearned (2023–2025; 2024–2026) | 32,376; 50,870 | $4,408,848; $6,673,635 (max formula value at 12/31/24) | Deliver no later than Mar 15, 2026 (2025 period) and Mar 15, 2027 (2026 period) |
| Stock Options | None listed for Mr. Gibbons | n/a | n/a |
| Total stock-based holdings per proxy (stock + RSUs) | 59,943 | n/a | n/a |
Ownership policy and trading restrictions:
- Executive stock ownership guideline: 3× base salary; Mr. Gibbons in compliance; recalculated with a grace period to November 29, 2026 .
- Prohibitions: No hedging, short sales, standing orders, margin accounts, or pledging of 3M securities by executives/directors .
- Section 16(a): Company believes directors/executives complied in 2024 except one late filing for another officer; no issues cited for Mr. Gibbons .
Employment Terms
Severance and change-in-control economics (2024 proxy quantification):
| Scenario | Cash Severance | PSAs (payout/ value) | Unvested RSUs | Options | Life Insurance | 401(k) Vesting | Outplacement | Total |
|---|---|---|---|---|---|---|---|---|
| Death | — | $5,546,140 | $7,045,238 | — | $3,000,000 | — | — | $15,591,378 |
| Disability | — | — | $7,045,238 | — | — | — | — | $7,045,238 |
| Qualifying termination (no CIC) | $2,240,250 | $3,447,228 | $1,730,469 | — | — | — | $3,500 | $7,421,447 |
| Qualifying termination (with CIC) | $2,240,250 | $1,508,923 | $7,045,238 | — | — | — | $3,500 | $10,797,911 |
Policy highlights (company-wide):
- No fixed-term employment agreements; severance provided under Executive Severance Plan (18 months salary for NEOs other than CEO; prorated AIP ≤100% of target for post-termination period; equity proration/acceleration terms per plan) .
- No single-trigger acceleration; double-trigger applies for equity; no excise tax gross-ups; potential “cut-back” to optimize post-tax outcome under 280G .
Investment Implications
- Alignment: AIP and PSAs are formulaic with clear links to core financial metrics (EPS growth, organic sales growth, FCF growth) and sustainability guardrails; 2024 AIP paid 128.6% and 2022 PSAs at 48.7%, consistent with mixed TSR profile (strong 1-year, weak 3-year) .
- Supply overhang: RSUs of 15,262 vest Feb 7, 2026 and 25,435 vest Feb 6, 2027; PSAs scheduled deliveries in March 2026 and March 2027 could add share supply depending on performance outcomes .
- Governance risk mitigants: Robust clawback, stock ownership compliance (3× salary), and strict anti-hedging/pledging reduce misalignment and insider selling risk; Section 16 compliance reported with no issues for Mr. Gibbons .
- Transition risk: Retirement effective April 2, 2025 suggests near-term role transition; severance mechanics indicate limited cash benefits and performance-based proration for equity, reducing “golden parachute” risk .