Zoe Dickson
3MAbout Zoe Dickson
Zoe Dickson is Executive Vice President and Chief Human Resources Officer (CHRO) at 3M, age 51, elected to her current role in 2021 and an executive officer since then . Her remit spans global human capital strategy, talent, and organizational effectiveness; as CHRO she supports CEO-led performance evaluations and compensation recommendations for executives, including helping set annual goals and reviewing performance per 3M’s governance framework . During her tenure, 3M’s 2024 performance included 46.1% total shareholder return (1-year), 20.0% adjusted EPS growth, adjusted free cash flow of $4.3B with 4.9% growth, and adjusted organic sales growth of 2.3%, as the company completed the Solventum (Health Care) spin-off and advanced operational priorities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 3M Company | EVP & Chief Human Resources Officer | 2021–present | Leads global human capital strategy, talent, and organizational effectiveness for 3M . |
| 3M Company | Senior Vice President, Talent, Learning and Insights | 2021 | Oversaw enterprise talent development and learning systems . |
| 3M Company | Vice President, Organization Effectiveness and Talent, Human Resources | 2020–2021 | Drove organization effectiveness and executive talent initiatives . |
| 3M Company | Vice President, Organization Effectiveness, Human Resources | 2019–2020 | Led organizational design and effectiveness programs . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | Not disclosed in 3M filings | — | — |
Fixed Compensation
- 3M’s executive pay program emphasizes market-competitive base salary and predominantly at-risk compensation via annual incentives and long-term equity to align with performance and shareholder value .
- Governance: annual compensation risk assessment, comprehensive clawback policy, robust stock ownership guidelines, no hedging or pledging, and no fixed-term employment or change-in-control agreements for senior executives .
Performance Compensation
2024 Annual Incentive (AIP) structure and results (Company-level)
| Metric | Threshold | Target | Maximum | Actual vs Target | Payout % | Weighting | Weighted Payout % |
|---|---|---|---|---|---|---|---|
| Local Currency Sales vs Plan (3M Worldwide, $mm) | 25,809 | 25,809 | 25,809 | 101% | 112.5% | 33.3% | 37.5% |
| Operating Income vs Plan (3M Worldwide, $mm) | 5,499 | 5,499 | 5,499 | 103% | 120.0% | 33.3% | 40.0% |
| Operating Cash Flow vs Plan (3M Worldwide, $mm) | 5,421 | 5,421 | 5,421 | 108% | 153.3% | 33.3% | 51.1% |
| AIP Business Performance Factor | — | — | — | — | — | — | 128.6% |
Notes: Sustainability modifier not exercised in 2024; AIP payouts were aligned with the 46.1% shareholder TSR experience .
2024 Performance Share Awards (PSAs) – targets and Year 1 actuals (50% weighting)
| Metric | 2024 Threshold | 2024 Target | 2024 Maximum | 2024 Actual | Year 1 Accrual % of Target |
|---|---|---|---|---|---|
| Adjusted EPS Growth | 10.0% | 14.0% | 18.0% | 20.0% | 33.3% |
| Relative Organic Sales Growth vs blended IPI/GDP | -1.0% | 0.0% | 1.0% | 0.9% | 31.7% |
| Free Cash Flow Growth ($mm) | $3,430 | $3,810 | $4,195 | $4,309 | 33.3% |
| Total (Year 1 accrual, weighted 50%) | — | — | — | — | 98.3% |
Design evolution: starting 2025, PSAs measure three-year cumulative Adjusted EPS and Free Cash Flow with a relative TSR modifier (±20%) against S&P 500 Industrials peers to further align with shareholder outcomes .
Equity Ownership & Alignment
- Stock ownership guidelines apply to executive officers to align personal wealth with shareholder value; executives must hold after-tax shares from equity payouts if not making adequate progress to meet guidelines .
- Strict prohibition of hedging, short sales, standing orders, margin accounts, and pledging of 3M securities; all discretionary transactions by directors and executive officers must be pre-cleared and executed within trading windows .
- Equity vesting: 2024 RSUs typically cliff-vest at three years; options vest ratably over three years; PSAs vest after three-year performance periods; 2024 grants were adjusted for spin-off timing but retained standard vesting structures .
Employment Terms
- No fixed-term employment agreements or single-trigger change-in-control arrangements; severance governed by the 3M Executive Severance Plan for eligible U.S. executives (salary continuation, prorated AIP, prorated equity vesting, outplacement), subject to release; parachute payments subject to cutback for favorable after-tax outcomes (no gross-ups) .
- Change-in-control (double-trigger): upon qualifying termination within 18 months, unvested options/RSUs vest immediately and PSAs prorate per plan terms .
- Clawback policy allows recovery for accounting restatements, misconduct, significant risk-management failures, and reputational/financial harm, covering both cash and equity incentives .
- Protective covenant agreements (confidentiality, non-compete/non-solicit) are standard for certain senior hires; recent executive agreements illustrate practice (e.g., inducement/make-whole awards for CEO/CFO hires in 2024) .
Performance & Track Record
Company-level metrics relevant to CHRO-aligned performance culture and value creation:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Organic Sales Growth (%) | 1.2% | (3.2)% | 2.3% (adjusted for portfolio and PFAS) |
| Free Cash Flow used for compensation ($mm) | $4,691 | $4,106 (ex-Health Care) | $4,309 |
Context: 2024 included completing the Health Care spin-off (Solventum), strong free cash flow generation, and outperformance vs S&P 500 Industrials on TSR; 3-year TSR was mixed at (0.6)% annualized to 12/31/24 .
Investment Implications
- Alignment: Predominantly at-risk compensation (AIP, PSAs, RSUs/options) and enhanced 2025 PSA design (three-year cumulative metrics with TSR modifier) strengthen linkage between executive pay and shareholder outcomes, supporting long-term value creation .
- Retention risk: The Executive Severance Plan’s salary continuation and equity prorating, combined with ownership guidelines and multi-year vesting (PSAs/RSUs/options), help retain senior leaders while maintaining performance accountability .
- Trading signals: Hedging/pledging bans, preclearance, and trading window controls reduce insider selling pressure and misalignment risk; equity vesting cadence (3-year RSU cliff, ratable options, 3-year PSAs) creates predictable supply rather than opportunistic sales .
- Governance watchpoints: 2024 say-on-pay support was 45.3%, prompting responsive changes (longer performance horizon, TSR modifier, enhanced transparency); continued shareholder engagement and program rigor are key monitoring items for compensation risk and alignment under CHRO oversight .