Torie Clarke
3MAbout Torie Clarke
Executive Vice President and Chief Public Affairs Officer at 3M since 2023; age 65; elected to her current role in 2023 after serving as an independent communications and crisis management consultant (2017–2023) and as a board member of The Rumsfeld Foundation (2016–present). 3M’s FY2024 performance context under the executive team included a 46.1% one‑year total shareholder return, AIP payout aligned at 128.6% of target on company metrics, and a below‑target 48.7% payout on 2022 PSAs with a three‑year annualized TSR of −0.6% . Clarke’s role scope (per 3M and public profiles) includes leadership of Government Affairs, Communications, Design, Partnerships, 3Mgives, Corporate Social Responsibility and Sustainability; she joined 3M in December 2023 and is based in Washington, DC/St. Paul, MN .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independent Consultant | Communications & Crisis Management Consultant | 2017–2023 | Advised corporates and institutions on public affairs and crisis strategy . |
| SAP | SVP, Global Corporate Affairs | 2013–2017 | Led global corporate affairs; stewardship and stakeholder engagement . |
| Comcast | Senior Advisor for Communications & Government Relations | 2004–2013 | Guided external communications and government relations for major media company . |
| U.S. Department of Defense | Assistant Secretary of Defense for Public Affairs; Pentagon Chief Spokesperson | 2001–2003 | Directed DoD public affairs; national crisis communications at 9/11 and Iraq War outset . |
External Roles
| Organization | Role | Years |
|---|---|---|
| The Rumsfeld Foundation | Board Member | 2016–present . |
| 3M Open Board | Board Member | Not disclosed (current) . |
Fixed Compensation
3M does not disclose individual compensation for non‑NEO executive officers; Clarke is not listed among Named Executive Officers in the proxy. Structure for senior executives includes:
- Annual Incentive Plan (AIP) tied to three metrics—Local Currency Sales vs Plan (33.3%), Operating Income vs Plan (33.3%), and Operating Cash Flow vs Plan (33.3%)—plus an individual performance multiplier (±20%) and a sustainability modifier (±10% of target) .
- Long‑term incentives delivered via performance shares (PSAs), stock options (CEO/Executive Chairman), and RSUs (other executives); options have 3‑year ratable vesting and 10‑year term; RSUs have 3‑year cliff vesting .
- Comprehensive clawback policy covering restatements, misconduct, and risk‑management failures (recoupment of cash and equity) .
- No fixed‑term employment agreements; no single‑trigger CIC equity vesting; no tax gross‑ups on perquisites (other than taxable relocation benefits) .
Performance Compensation
Company AIP metrics and 2024 outcomes (applied to senior executives paid on company performance):
| Metric | Target | Actual vs Target | Payout % | Weighting | Weighted Payout % |
|---|---|---|---|---|---|
| Local Currency Sales vs Plan (3M Worldwide) ($mm) | 25,809 | 101% | 112.5% | 33.3% | 37.5% |
| Operating Income vs Plan (3M Worldwide) ($mm) | 5,499 | 103% | 120.0% | 33.3% | 40.0% |
| Operating Cash Flow vs Plan (3M Worldwide) ($mm) | 5,421 | 108% | 153.3% | 33.3% | 51.1% |
| Business Performance Factor (Company) | — | — | 128.6% | — | — |
2022 PSAs (company‑wide for NEO cohort) paid 48.7% of target on mixed financial results with a three‑year annualized TSR of −0.6% (indicative long‑term calibration) .
2025 PSA design changes (effective across executives):
- Shift to single three‑year cumulative goals for Adjusted EPS and Free Cash Flow, plus a three‑year relative TSR payout modifier (±20%) vs S&P 500 Industrials .
- Responsive to shareholder feedback to tighten long‑term pay‑for‑performance alignment .
Equity Ownership & Alignment
- Robust stock ownership guidelines for executive officers; executives must hold shares/units until departure as applicable; specific multiples and compliance statuses are disclosed for NEOs, not individually for Clarke .
- Strict prohibition on hedging, short sales, margin, standing orders, and pledging by directors and executive officers .
Employment Terms
| Element | Provision |
|---|---|
| Employment Agreements | 3M states no fixed‑term employment agreements for executive officers; no automatic single‑trigger equity vesting; no excise tax gross‑ups . |
| Executive Severance Plan | For certain U.S. executives (includes NEOs): salary continuation (24 months CEO; 18 months other NEOs; 12 months for CAO Reinseth), prorated AIP (capped at 100% of target for post‑termination portion), continued option exercisability, prorated RSU/PSA treatment, full vesting of VIP company contribution account, outplacement; requires release; offsets with non‑compete payments; rehire stops severance . |
| Good Reason / Misconduct | Detailed definitions governing severance eligibility and remedial actions; Good Reason includes material pay/location changes; Misconduct includes willful failures, fraud, and code‑of‑conduct breaches . |
| Change‑in‑Control (CIC) Treatment | Upon qualifying termination within 18 months of CIC: immediate vesting of unvested options/RSUs and prorated settlement of PSAs per plan terms . |
| Clawback | Restatement (mandatory recovery), noncompliant reports due to misconduct, significant misconduct, or risk‑management failure—recoupment of cash/equity awards . |
| Securities Policies | Pre‑clearance and trading windows; anti‑hedging/pledging prohibitions for execs/directors . |
Risk Indicators & Red Flags
- 2024 Say‑on‑Pay support fell to 45.3% vs 93.6% average over prior 13 years; board responded with engagement and program changes (PSA design and TSR modifier; enhanced disclosure of adjustments) .
- CFO transition: appointment of Anurag Maheshwari (effective Sep 1, 2024) with disclosed hiring bonus and make‑whole RSUs; interim CFO service by Theresa Reinseth in Aug 2024 .
- Litigation and spin‑off adjustments: Board’s Exclusion Policy applied to AIP and PSAs for 2024 (PFAS exit, spin‑off effects, litigation charges, pension settlement); increased company AIP payout from 78.3% to 128.6% and 2024 PSA accrual from 43.3% to 98.3% .
Compensation Peer Group (Benchmarking)
Peer group used to inform 2024 target levels (industrial/technology majors). 2025 changes improved post‑spin comparability (adds: Carrier, Colgate‑Palmolive, Cummins, Dow, Ecolab, General Dynamics, Northrop Grumman, Trane; removes: Abbott, Boeing, J&J, P&G) .
Say‑on‑Pay & Shareholder Feedback
- Board led expanded outreach (19 meetings with top holders; ~50% institutional ownership engaged) and adopted: 3‑year cumulative PSA measurement, relative TSR modifier, and enhanced disclosure on adjustments; investors emphasized rigor and alignment with shareholder experience .
Expertise & Qualifications
- Education: Bachelor’s degree (George Washington University); completing master’s in Social Work (Catholic University of America) .
- Recognized communications/public affairs leader; Pentagon Chief Spokesperson and Assistant Secretary of Defense for Public Affairs; corporate affairs leadership at SAP and Comcast; author of “Lipstick on a Pig” and “A Survivor’s Guide to Washington” .
Investment Implications
- Pay‑for‑performance architecture for senior executives emphasizes operating discipline and cash generation, with 2025 PSAs adding cumulative multi‑year performance and relative TSR—likely improving external alignment and reducing discretion risk .
- Governance guardrails—clawback breadth, anti‑hedge/pledge prohibitions, severance conditioned on releases—mitigate behavioral and reputational risk; CIC protections are standard and require termination conditions .
- Individual compensation and ownership details for Clarke are not disclosed (non‑NEO); monitoring Form 4 activity would be necessary for insider selling pressure analysis once accessible. Board responsiveness to low 2024 say‑on‑pay and move to cumulative PSAs + TSR modifier suggest improving compensation alignment—supportive for retention and execution in public affairs amid litigation and spin‑off transitions .