Description of Changes to Non-Employee Director Compensation

by 3M
August 12th, 2005

Exhibit 10.1

 

Description of Changes to Non-Employee Director Compensation

 

On August 8, 2005, the 3M Company (the “Company”) Board of Directors, on the recommendation of the Nominating and Governance Committee, approved changes in the non-employees directors’ compensation effective July 1, 2005. The changes provide that the cash portion of the annual retainer increases from $55,000 to $75,000 and the additional annual retainer paid to committee chairs increases from $7,000 to 15,000. The portion of the annual retainer payable only in the Company’s common stock remains at $95,000. These changes are intended to keep the directors’ compensation competitive. Other elements of directors’ compensation remain unchanged.

 

The following table shows compensation payable to non-employee directors before and after this increase:

 

 

 

Before
Increase

 

After
Increase

 

Portion of the Annual Retainer Payable in Cash

 

$

55,000

 

$

75,000

 

Portion of the Annual Retainer Payable Only in Common Stock

 

$

95,000

 

$

95,000

 

Total Annual Retainer

 

$

150,000

 

$

170,000

 

 

 

 

 

 

 

Additional Annual Retainer for Committee Chairs

 

$

7,000

 

$

15,000