Thomas “Tony” K. Brown
3MAbout Thomas “Tony” K. Brown
Thomas “Tony” K. Brown (age 69) is an independent director of 3M (MMM) who has served on the Board since 2013. He is the retired Group Vice President, Global Purchasing at Ford Motor Company, with prior leadership roles at United Technologies, QMS Inc., and Digital Equipment Corporation; he holds a bachelor’s degree in business administration from American International College. Brown’s core credentials include global procurement, supply chain leadership, and board governance, and he chairs 3M’s Nominating & Governance Committee while also serving on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | Group Vice President, Global Purchasing (responsible for ~$90B procurement worldwide) | 1999–2013 (Group VP since 2008; retired Aug 1, 2013) | Led global purchasing; extensive supply chain oversight |
| United Technologies Corporation | Vice President, Supply Management | 1997–1999 | Supply management leadership |
| QMS Inc. | Executive Director, Purchasing and Transportation | 1991–1997 | Procurement and logistics leadership |
| Digital Equipment Corporation | Various managerial roles | 1976–1991 | Operations and management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConAgra Foods, Inc. | Director | Current | Nominating & Governance Committee member |
| Tower International, Inc. | Director | Within past five years | Prior public company board service |
Board Governance
| Committee | 2024 Meetings | Role | Notes |
|---|---|---|---|
| Nominating & Governance | 5 | Chair | Oversees director nominations, governance guidelines, related-person transactions, shareholder proposals and engagement |
| Audit | 9 | Member | Financial reporting, internal control, risk assessment, cybersecurity oversight; Audit members independent and financially literate |
- Independence: The Board affirmatively determined Brown is independent under 3M’s Director Independence Guidelines and NYSE standards; committee memberships are 100% independent .
- Attendance: Overall Board and committee attendance was 97% in 2024; all director nominees who served in 2024 attended at least 83% of their meetings; the Board held 7 meetings in 2024 .
- Executive sessions: Independent directors meet in executive session at every regular Board meeting; two executive sessions per meeting (one with CEO, one independent-only) .
- Board refreshment and tenure balance: Average nominee tenure 4.3 years; Brown’s tenure is 12 years, providing continuity in governance .
Fixed Compensation
| Component (Non-Employee Directors) | Amount | Design/Terms |
|---|---|---|
| Annual cash retainer | Increased by $5,000 in May 2024 (exact cash retainer not itemized here) | Paid quarterly; can elect shares/DSUs/deferred cash |
| Annual stock retainer (DSUs) | Increased by $10,000 in May 2024 | DSUs vest immediately; hold-until-departure requirement |
| Lead Independent Director fee | $45,000 per year | Paid quarterly |
| N&G Committee Chair fee | $20,000 per year | Paid quarterly |
| Other Committee Chair fee | $25,000 per year | Paid quarterly |
| 2024 Director Compensation – Thomas “Tony” K. Brown | USD |
|---|---|
| Fees earned or paid in cash | $158,159 |
| Stock awards (grant-date fair value) | $195,000 |
| All other compensation | $706 (complimentary products/charitable matching) |
| Total | $353,865 |
| Cash fees taken in shares/DSUs | None elected |
- Program features: Retainer-only mix (cash + equity), no meeting fees, immediate vesting of equity (to avoid entrenchment), hold-until-departure stock retention, prohibition of hedging/pledging/margin accounts/standing orders .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-linked metrics | Not applicable for non-employee directors; director equity is an annual retainer (DSUs) that vests on grant and is subject to hold-until-departure; 3M does not grant stock options to non-employee directors |
Other Directorships & Interlocks
| Company | Relationship to 3M | Notes |
|---|---|---|
| ConAgra Foods, Inc. | External public company board | Independent role; Board’s independence review found sales/purchases with companies where directors serve as officers below 1% of annual revenues; no independence impairment |
| Related person transactions | 3M policy administered by N&G Committee | No related person transactions were referred to the N&G Committee in 2024 |
Expertise & Qualifications
- Global procurement and supply chain leadership (led ~$90B procurement at Ford); seasoned management across industrial technology and operations .
- Governance qualifications: Chairs N&G; skills in evaluating board nominees, governance guidelines, and related party oversight; Audit Committee experience with financial oversight .
- Education: Bachelor’s in business administration (American International College) .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Common stock | 1,293 shares | |
| Deferred stock (DSUs) | 14,652 shares-equivalent | |
| Total stock-based holdings | 15,945 | |
| Ownership % of class | <1% (each director individually <1%) | |
| Options | None (company does not grant options to non-employee directors) | |
| Pledging/Hedging | Prohibited for directors; no margin accounts, short sales, or pledging allowed | |
| Stock retention | Directors must hold net after-tax shares/DSUs attributable to annual stock retainers until departure |
Governance Assessment
- Strengths: Independent status; chairs N&G with clear remit over director selection, governance standards, related-person transactions, shareholder proposals and engagement; robust attendance; strong trading policy (no hedging/pledging) and hold-until-departure equity enhancing alignment .
- Compensation alignment: Retainer-only structure with significant equity delivered as DSUs; immediate vesting mitigated by strict retention requirements; no stock options; program viewed as reasonable versus peers and capped at $600,000 per director under LTIP .
- Conflicts/related-party risk: No related person transactions in 2024; Board independence review showed any sales/purchases with companies tied to directors below 1% revenue thresholds; mitigates interlock risk (e.g., ConAgra) .
- Considerations: Longer tenure (12 years) relative to an actively refreshed board (average 4.3 years) provides institutional knowledge but warrants ongoing refreshment balance; current committee service (Audit, N&G Chair) places Brown centrally in governance and risk oversight .