Wendy Bauer
3MAbout Wendy Bauer
Wendy A. Bauer is Group President, Transportation & Electronics at 3M (MMM), appointed effective June 17, 2024 and designated a Named Executive Officer (NEO) in the 2025 proxy . She holds an MBA from Indiana University’s Kelley School, an MEng from Purdue, and B.S. degrees in electrical and mechanical engineering from Kettering University, with prior leadership roles at AWS and Microsoft and 20+ years across Aptiv/Delphi, Eaton, DENSO, and GM . Automotive News listed her among 2025 100 Leading Women (age 49) . In her first year, 3M’s 2024 AIP business performance factor for her unit was 139.4% (reflecting T&E outperformance) and 3M’s one‑year TSR was 46.1% for 2024, evidencing strong alignment of incentives and performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amazon Web Services (AWS) | Vice President & General Manager, Automotive & Manufacturing | Not disclosed | Led global business, technology, partnering and go‑to‑market strategy for automotive/manufacturing customers . |
| Microsoft | General Manager, U.S. Industry; led Worldwide Manufacturing & Resources Industry Business Strategy | Not disclosed | Drove industry strategy, customer engagement and solutions across manufacturing/resources . |
| Aptiv/Delphi; Eaton; DENSO; General Motors | Various engineering and leadership positions | Not disclosed | 20+ years across OEM and Tier‑1 suppliers; deep domain expertise in auto/electronics supply chains . |
External Roles
| Organization | Role/Recognition | Year |
|---|---|---|
| Automotive News | 100 Leading Women in the North American Auto Industry | 2025 |
| Automobilewoche (Europe) | Top‑25 Women in Automotive | 2024 |
| MotorTrend | Software‑Defined Vehicle Innovator Leader | 2023 |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Annual Base Salary | $806,400 | Effective on hire date June 17, 2024 . |
| Salary Paid (prorated 2024) | $434,215 | Reflects partial year service. |
| Target AIP % of Base | 100% | Same as other Group Presidents (Gibbons, Goralski). |
| Target AIP Payout ($) | $436,262 | Weighted-average target AIP for 2024 (prorated). |
| AIP Business Performance Factor | 139.4% | Based on T&E unit sales and operating income; 3M OCF . |
| Approved AIP Payout ($) | $608,301 | Final 2024 AIP paid. |
| One-time Hiring Bonus | $1,200,000 | Repayable if resignation/misconduct within 3 years of commencement . |
| All Other Compensation | $148,347 | 401(k), VIP Excess, life insurance, financial planning, other. |
| Total Compensation (SEC SCT) | $5,822,571 | Salary, bonus, stock awards, AIP, other. |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Metric | Business Unit | Threshold | Target | Maximum | Actual vs Target | Payout % | Weighting | Weighted Payout % |
|---|---|---|---|---|---|---|---|---|
| Local Currency Sales vs Plan ($mm) | Transportation & Electronics | $7,510 | $7,510 | $7,510 | 102% | 125.0% | 33.3% | 41.7% |
| Operating Income vs Plan ($mm) | Transportation & Electronics | $1,722 | $1,722 | $1,722 | 106% | 140.0% | 33.3% | 46.7% |
| Operating Cash Flow vs Plan ($mm) | 3M Worldwide | $5,421 | $5,421 | $5,421 | 108% | 153.3% | 33.3% | 51.1% |
| Business Performance Factor | — | — | — | — | — | — | — | 139.4% |
Design notes: AIP metrics equally weighted (sales 33.3%, operating income 33.3%, operating cash flow 33.3%); individual performance multiplier ±20% and sustainability modifier ±10% of target (none applied for Ms. Bauer in 2024) . Adjustments exclude significant litigation, PFAS, spin‑related items to align with non‑GAAP approach disclosed in Appendix A .
Long-Term Incentives – 2024 Grants
| Award | Grant Date | Shares/Units (#) | Grant Date Fair Value ($) | Vesting | Performance Metrics/Weighting |
|---|---|---|---|---|---|
| Pro rata 2024 Performance Share Award (PSA) | 07/01/2024 | Target 9,103; Threshold 1,821; Max 18,206 | $915,853 | Earned over 3 years per plan; payout 0–200% | Adjusted EPS Growth 33.3%; Free Cash Flow Growth 33.3%; Relative Organic Sales Growth 33.3% |
| Pro rata 2024 RSU | 07/01/2024 | 9,103 | $915,853 | Three‑year cliff vesting | Service‑based |
| Make‑whole RSU (inducement) | 07/01/2024 | 15,903 | $1,600,001 | Vests in equal installments on first and second anniversaries of grant date (July 1, 2025 and July 1, 2026), subject to continued employment | Service‑based; continued vesting on certain terminations per plan |
Notes: Ms. Bauer received no stock options in 2024; other NEOs had mix of PSAs/RSUs (and options for CEO/Executive Chairman) .
Equity Ownership & Alignment
| Name | Common Stock | RSUs | Deferred Stock | Total | % of Class | Pledged? |
|---|---|---|---|---|---|---|
| Wendy A. Bauer | 0 | 30,280 | 0 | 30,280 | <1% | None; pledging prohibited for executives |
- Stock ownership guidelines apply to executive officers, with hold‑until requirements and pre‑clearance for discretionary transactions; hedging, short sales, standing orders, margin accounts, and pledging are prohibited .
- RSUs generally vest over three years; executives have no voting rights on RSUs .
Employment Terms
- Appointment and Covenants: Appointed Group President, Transportation & Electronics effective June 17, 2024; executed protective covenant agreement including non‑competition and non‑solicitation (where permitted by law) upon commencement .
- Inducement/Make‑Whole: $1.6M make‑whole RSU (07/01/2024) vesting 50% on first and second anniversaries; $1.2M cash hiring bonus (repayable upon resignation before 3 years or misconduct per LTIP definition); relocation benefits .
- Vesting Protections: Equity awards provide for continued/accelerated vesting upon death, disability, certain qualifying terminations, or post‑change‑in‑control events; make‑whole RSUs continue vesting upon termination by the Company for reasons other than misconduct subject to release .
- Severance/Change‑in‑Control (illustrative values): Cash severance $2,016,000 for qualifying terminations (both not in connection with and in connection with change in control); unvested RSUs value $3,293,843 on death/disability/CIC; PSAs valued at $1,194,223 (death), $587,135 (qualifying termination not in CIC), $297,381 (qualifying termination in CIC); 401(k) vesting $28,010; outplacement $3,500; life insurance proceeds $3,000,000 (death) .
- Clawback Policy: Comprehensive clawback covers cash and equity, including reputational and financial risk and risk management failures; LTIP provides forfeiture for misconduct .
- No Employment/Change‑in‑Control Agreements: 3M does not maintain fixed‑term employment or change‑in‑control agreements with executive officers .
Investment Implications
- Alignment and Retention: Two‑year make‑whole RSU vesting and 3‑year cliff RSUs create near‑term retention hooks (through mid‑2026) and limit immediate sell pressure; prohibition on hedging/pledging reduces risk of forced disposals and signals governance discipline .
- Pay for Performance: AIP is tightly linked to T&E segment sales and operating income plus company OCF; Ms. Bauer’s 139.4% business performance factor and $608k AIP payout reflect execution against rigorous targets adjusted to exclude litigation/PFAS impacts, aligning cash incentives with operating outcomes .
- Change‑in‑Control Economics: Defined cash severance and equity treatment provide clarity on downside protection; values indicate meaningful continuation/acceleration mechanisms, but lack of single‑trigger acceleration and robust clawbacks mitigate shareholder risk .
- Program Evolution Risk: 3M’s low 2024 say‑on‑pay support (45.3%) prompted material changes to LTI design (3‑year cumulative period with TSR modifier), implying ongoing scrutiny and potential shifts in metrics/weighting that could alter payout profiles for NEOs including Ms. Bauer .
Net view: Incentives emphasize operational execution within T&E and sustained free cash flow/organic growth via PSAs; retention constructs and trading prohibitions reduce near‑term selling pressure while governance changes could recalibrate long‑term payout sensitivity to TSR and multi‑year performance .