Thomas W. Sweet
3MAbout Thomas W. Sweet
Thomas W. Sweet (age 65) is an independent director of 3M, serving since 2023. He is the retired Chief Financial Officer of Dell Technologies Inc. (2014–2023), with prior leadership roles at Dell since 1997; he holds a BBA from Western Michigan University and is a Certified Public Accountant. At 3M, Sweet serves on the Audit Committee and the Nominating & Governance Committee, and is designated as an Audit Committee financial expert; the Board has affirmatively determined his independence under 3M’s Director Independence Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell Technologies Inc. | Chief Financial Officer | 2014–2023 | Oversaw accounting, FP&A, tax, treasury, IR; led corporate strategy with CEO office; managed global business operations, Dell Financial Services, Dell Technologies Capital |
| Dell Technologies Inc. | VP Corporate Finance; Controller; Head of Internal Audit; Chief Accounting Officer | 1997–2014 | Led external reporting prior to privatization; sales leadership roles in education and business units |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trimble Inc. (public) | Director | Not disclosed | Not disclosed |
| Medline Industries (private) | Director | Not disclosed | Not disclosed |
| Salvation Army of Central Texas | Advisory Board Member | Not disclosed | Not disclosed |
Board Governance
- Committees: Audit; Nominating & Governance; member (not chair) .
- Audit Committee: 9 meetings in 2024; Sweet is “financially literate” and an “audit committee financial expert” under SEC rules .
- Nominating & Governance Committee: 5 meetings in 2024 .
- Attendance: 7 Board meetings in 2024; overall Board and committee attendance was 97%; all director nominees who were directors in 2024 attended at least 83% of the meetings of the Board and committees on which they served (applies to Sweet) .
- Independence: Board affirmatively determined Sweet is independent; independence review found any sales/purchases with companies where directors are officers were below 1% of counterpart revenues, and charitable affiliations below thresholds .
- Securities trading policy: Prohibits hedging, short sales, standing orders, margin accounts, and pledging of 3M securities; transactions must be pre-cleared and in trading windows .
- Related person transactions: None referred to the N&G Committee in 2024 .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 138,159 |
| Stock awards (grant-date fair value) | 195,000 |
| All other compensation | 1,067 |
| Total | 334,226 |
- Structure: Retainer-only mix of cash and stock; no meeting fees; additional retainers for special roles (Lead Independent Director $45,000; N&G Chair $20,000; Other Committee Chair $25,000) .
- 2024 changes: Board approved increases effective May 2024 (+$10,000 annual stock retainer, +$5,000 annual cash retainer, +$5,000 Lead Independent Director fee) .
- Stock options: Not granted to non-employee directors .
- Cash deferrals/elections: Sweet did not elect to receive cash fees in common shares or DSUs in 2024 ($0 elected) .
Performance Compensation
- Non-employee director equity: Annual stock retainer delivered as shares or DSUs; DSUs vest immediately and are subject to hold‑until‑departure; distribution post‑service per elected schedule .
- No performance metrics apply to director compensation (no PSUs/options for directors); program emphasizes alignment via equity with rigorous retention and prohibitions on hedging/pledging .
Other Directorships & Interlocks
| Company | Sector/Relationship to 3M | Notes |
|---|---|---|
| Trimble Inc. | Industrial technology | Current public company directorship |
| Medline Industries | Healthcare products (private) | Private company directorship |
| Salvation Army of Central Texas | Non-profit | Advisory role |
- Independence safeguards: The Board’s annual independence review includes evaluating sales/purchases with companies where directors are/were officers (all below 1% thresholds), and charitable affiliations below policy thresholds; no related person transactions in 2024 .
- Potential conflicts: No 3M‑disclosed related party transactions involving Sweet; trading policy prohibits pledging/hedging, reducing alignment risks .
Expertise & Qualifications
- Former CFO of Dell Technologies with deep finance, audit, capital markets, and strategic planning experience; CPA credential .
- Designated 3M Audit Committee financial expert; experienced in internal controls, reporting, and risk oversight .
- Skills matrix highlights finance expertise across the Board; all but one Audit Committee members qualify as “audit committee financial experts” .
Equity Ownership
| Holder | Stock | RSUs | Deferred Stock | Total | Percent of Class |
|---|---|---|---|---|---|
| Thomas W. Sweet (Director) | — | — | 3,040 | 3,040 | <1% |
- Stock retention: Directors must hold net after‑tax shares or DSUs from annual stock retainers until departure from the Board .
- Prohibitions: No hedging, short sales, margin, standing orders, or pledging by directors .
- Section 16 compliance: 3M believes directors/officers complied with Section 16(a) in 2024, with one late officer filing unrelated to Sweet .
Governance Assessment
- Board effectiveness: Sweet strengthens audit rigor and governance through Audit Committee service and financial expert designation; his finance/accounting background supports oversight of controls, capital allocation, and risk exposures .
- Independence and alignment: Affirmed independent; equity retainer with hold‑until‑departure promotes long‑term alignment; no options, no hedging/pledging allowed .
- Engagement/attendance signals: Board met 7 times in 2024 with 97% overall attendance; all nominees (including Sweet) attended ≥83%—supports investor confidence in oversight continuity .
- Compensation reasonableness: Retainer-only model with majority equity grant ($195k) and transparent limits (non‑employee director total compensation capped at $600k under LTIP), plus 2024 refresh to retainers; no meeting fees or options, reducing pay‑inflation risk and entrenchment .
- RED FLAGS: None evident from proxy—no related party transactions disclosed for 2024; ownership <1% with DSUs only; trading policy prohibits pledging/hedging; outside board service within 3M’s guideline limits .