Medtronic plc DEF 14A, filed Aug 9, 2024

Medtronic plc (MDT)

DEF 14A 2024-08-09 For: 2024-10-17

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Added on June 12, 2026

About this DEF 14A

Medtronic plc filed this DEF 14A on August 9, 2024.

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☒			Filed by the Registrant			☐			Filed by a Party other than the Registrant


Check the appropriate box:
☐			Preliminary Proxy Statement
☐			CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12


Payment of Filing Fee (Check the appropriate box):
☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


			August 9, 2024
			By Order of the Board of Directors,

			/s/ Ivan K. Fong
			Ivan K. Fong
			Executive Vice President, General Counsel and Secretary
			Medtronic plc


PROXY SUMMARY	1	REPORT OF THE AUDIT COMMITTEE	71

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	6	AUDIT AND NON-AUDIT FEES	72

PROPOSAL 1 Election of Directors	11	PROPOSAL 2 Non-Binding Ratification of Appointment of Independent Auditor and Binding Authorization of the Board of Directors, Acting Through the Audit Committee, to Set Auditor Remuneration	73
Directors and Nominees	12

CORPORATE GOVERNANCE	17
Corporate Governance Principles	17
Board Performance Evaluations	17	PROPOSAL 3 Advisory Resolution to Approve Named Executive Officer Compensation (“Say-On-Pay”)	75
Lead Independent Director and Chairman; Executive Sessions	17
Board Role in Risk Oversight	18
Compensation Risk Assessment	19
Committees of the Board and Meetings	19	PROPOSAL 4 Renewal of the Board’s Authority to Issue Shares Under Irish Law	77
Director Independence	24
Related Party Transactions and Other Matters	25
Complaint Procedure; Communications with Directors	26
Codes of Conduct	26	PROPOSAL 5 Renewal of the Board Authority to Opt Out of Statutory Pre-Emption Rights Under Irish Law	78
Director Compensation	26

SHARE OWNERSHIP INFORMATION	29
Significant Shareholders	29	PROPOSAL 6 Authorization of the Company and Any Subsidiary of the Company to Make Overseas Market Purchases of Medtronic Ordinary Shares	80
Beneficial Ownership of Management	29


COMPENSATION DISCUSSION AND ANALYSIS	30	QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING	82
Executive Summary	31
Process	34	Voting by Proxy	82
Fiscal Year 2024 Compensation Program Designs	37	How Proxies Will Be Voted	82
Fiscal Year 2024 Compensation Decisions	38	Voting at the Meeting	82
Executive Compensation Governance Practices and Policies	44	Admission to the Meeting	83
Other Benefits and Perquisites	46
		OTHER INFORMATION	84
COMPENSATION COMMITTEE REPORT	48	Expenses of Solicitation	84
		Shareholder Proposals and Director Nominations	84
EXECUTIVE COMPENSATION	49	Delivery of Documents to Shareholders Sharing an Address	84
2024 Summary Compensation Table	49	Other	85
2024 Grants of Plan-Based Awards	52
2024 Awards at Fiscal Year End	54	APPENDIX A Financial and Non-GAAP Reconciliations	A-1
2024 Option Exercises and Stock Vested	58
2024 Pension Benefits	58
2024 Nonqualified Deferred Compensation	60
Potential Payments Upon Termination or Change of Control	62
Equity Compensation Plan Information	64
2024 CEO Pay Ratio	65
2024 Pay Versus Performance	65


YOUR VOTE IS IMPORTANT. WE ENCOURAGE YOU TO VOTE.
If possible, please vote your shares over the internet using the instructions found in the Notice. Alternatively, you may request a printed copy of the proxy materials and vote using the toll-free telephone number on the proxy card or by marking, signing, dating and mailing your proxy form in the postage-paid envelope that will be provided. Voting by any of these methods will not limit your right to vote during the Annual General Meeting. All proxies will be forwarded to the Company’s registered office electronically. Under New York Stock Exchange rules, if you hold your shares in “street” name through a brokerage account, your broker will NOT be able to vote your shares on non-routine matters being considered at the Annual General Meeting unless you have given instructions to your broker prior to the meeting on how to vote your shares. Proposals 1 and 3 are considered non-routine matters under New York Stock Exchange rules. This means that you must give specific voting instructions to your broker on how to vote your shares so that your vote can be counted.


			Date and Time:			Thursday, October 17, 2024 at 8:00 a.m. Local Time

			Place:			The g Hotel and Spa Wellpark Galway City, Ireland

			Commence Mail Date:			September 5, 2024

			Record Date:			August 23, 2024


IF YOU WISH TO ATTEND THE ANNUAL GENERAL MEETING, YOU MUST EITHER REQUEST AN ADMISSION TICKET IN ADVANCE OR BRING PROOF OF OWNERSHIP OF ORDINARY SHARES TO THE MEETING. YOUR VOTE IS IMPORTANT! PLEASE CAST YOUR VOTE AND PLAY A PART IN THE FUTURE OF MEDTRONIC.


Proposal		Board Recommendation	For More Information

Proposal 1 —	To elect, by separate resolutions, the ten director nominees named in the proxy statement to hold office until the 2025 Annual General Meeting of the Company	“FOR” all nominees	Page 11
Proposal 2 —	To ratify, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2025 and to authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration	“FOR”	Page 73
Proposal 3 —	To approve in a non-binding advisory vote, named executive officer compensation (a “Say-on-Pay” vote)	“FOR”	Page 75
Proposal 4 —	To renew the Board’s authority to issue shares	“FOR”	Page 77
Proposal 5 —	To renew the Board’s authority to opt out of pre-emption rights	“FOR”	Page 78
Proposal 6 —	Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares	“FOR”	Page 80


	MISSION	PRIORITY ISSUES	U.N. SDG ALIGNMENT

Tenet 1	Contribute to human welfare… alleviate pain, restore health, extend life	•Innovation & Access •Integrated Care

Tenet 2	Direct growth in areas of biomedical engineering. . . build on these areas through education and knowledge assimilation	•Innovation & Access •Integrated Care

Tenet 3	Strive without reserve for the greatest possible reliability and quality in our products…be recognized as a company of dedication, honesty, integrity, and service	•Product Quality & Patient Safety •Technology & Device Safety •Data Privacy & Security •Ethics in Sales & Marketing •Preventing Corruption & Bribery •Transparency

Tenet 4	Make a fair profit…to meet our obligations, sustain our growth, and reach our goals	•Affordability & Fair Pricing •Climate Risk & Resilience •Responsible Supply Management •Product Stewardship

Tenet 5	Recognize the personal worth of all employees… advancement opportunity	•Inclusion, Diversity, Equity •Talent

Tenet 6	Maintain good citizenship as a company	As a good corporate citizen we use all of our resources, including philanthropy and community investment, to address our key sustainability issues.


☑						THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE DIRECTOR NOMINEES.



			Craig Arnold
			Chairman and Chief Executive Officer Eaton Corporation
Age: 64 Director since: 2015; Lead Independent Director since: 2022 Committees: Nominating and Corporate Governance (Chair), and Science and Technology Experience: Mr. Arnold is Chairman and Chief Executive Officer of Eaton Corporation, a global intelligent power management company. He became chairman and CEO in 2016, and he was appointed a member of the Eaton’s Board of Directors and named its president and chief operating officer in 2015. Formerly, Mr. Arnold served as vice chairman and chief operating officer of the Industrial Sector from 2009 to 2015. He joined Eaton in 2000 as senior vice president and group executive of the Fluid Power Group. He previously worked at General Electric Company, where he had served as corporate vice president and president, GE Lighting Services Ltd., since 1999. There he led the company’s lighting business in Europe, the Middle East, Africa and India. Mr. Arnold started his career with General Electric in 1983 and later served as corporate vice president and president of GE Plastics, Greater China, and then of GE Appliances, Asia, from 1997 to 1999. He holds a bachelor’s degree in psychology from California State University, San Bernardino, and a master’s degree in business administration from Pepperdine University. He is a member of the Business Roundtable, where he also serves on the group’s Special Committee for Racial Equity and Justice. He also is a member of The Business Council and the advisory board of The Salvation Army of Greater Cleveland, and he sits on the boards of Greater Cleveland Partnership and the United Way of Greater Cleveland. Director Qualifications: Mr. Arnold brings over 30 years of demonstrated executive leadership, senior management, and global operations experience including supply chain, manufacturing operations, sales and marketing, and technology innovation. His position as CEO of Eaton Corporation gives him critical insights into the operational requirements of a large, multinational company including customers, end markets and talent development. In addition, from his previous experiences serving on various advisory boards and the Audit Committee of another public company, Mr. Arnold has gained valuable knowledge and understanding of accounting principles and financial reporting rules and regulations, evaluating financial results, and generally overseeing the financial reporting process of a large public corporation. Other Public Company Directorships: Eaton Corporation (2016 – Present)


			Scott C. Donnelly
			Chairman, President and Chief Executive Officer Textron, Inc.
Age: 62 Director since: 2013 Committees: Audit, Nominating and Corporate Governance, and Science and Technology Experience: Mr. Donnelly is Chairman, President and Chief Executive Officer of Textron, Inc., a producer of aircraft, defense and industrial products. Mr. Donnelly joined Textron in 2008 as Executive Vice President and Chief Operating Officer, and was promoted to President and Chief Operating Officer in 2009. Later that year, he became CEO of Textron and joined the Board of Directors, and in 2010, he was appointed Chairman. Previously, Mr. Donnelly was the President and CEO of General Electric Company’s aviation business unit, GE Aviation, a leading maker of commercial and military jet engines and components as well as integrated digital, electric power and mechanical systems for aircraft. Prior to 2005, he held various other management positions since joining General Electric in 1989. Director Qualifications: Mr. Donnelly brings more than two decades of business experience in innovation, manufacturing, operations, sales and marketing, portfolio management, talent development, and business processes. His engineering background and knowledge provides him with unique insights into innovation and system integration. Mr. Donnelly also serves on the Board of Directors of another public company giving him valuable experience in leading board and committee discussions. In addition, his extensive executive decision-making experience, corporate governance work and diverse perspectives are valuable contributors to the cohesiveness and function of the Board. Other Public Company Directorships: Textron, Inc. (2009 – Present)


			Lidia L. Fonseca
			Executive Vice President, Chief Digital and Technology Officer Pfizer, Inc.

Age: 55 Director since: 2022 Committees: Compensation, and Science and Technology Experience: Ms. Fonseca is the Chief Digital and Technology Officer and Executive Vice President of Pfizer, Inc. where she is responsible for enterprise-wide digital, data and technology strategy, products and solutions, as well as the Learning and Development and Business Process Excellence functions. Prior to her current role, she was the Senior Vice President and Chief Information Officer (CIO) at Quest Diagnostics from 2014 to 2018. Previously, she served as the Senior Vice President and CIO at LabCorp from 2008 to 2013. Ms. Fonseca has received many awards and accolades, and most recently, was named to the list of Most Powerful Latinas in 2020, 2021 and 2022 by the Association of Latino Professionals for America; received the 2023 National CIO of the Year ORBIE Award; was named on the 2022 Forbes CEO Next List recognizing top 50 executives who are likely to lead America’s top companies and the 2022 Forbes CIO Next List recognizing the top 50 tech leaders who are redefining the CIO role and driving game-changing innovation. Director Qualifications: Ms. Fonseca is a visionary leader and brings extensive industry experience leading disruptive innovation including harnessing digital, AI and advanced analytics to improve people’s health and drive business growth at a number of different companies. She has a proven record of delivering millions in top- and bottom-line recurring value through digital transformation, including identifying means to use artificial intelligence to improve patient health outcomes and streamlining operational processes through automation and robotics. Her expertise in pioneering novel healthcare delivery models and driving consumer-focused products provides valuable scientific, technology, and business perspective to the Board. Other Public Company Directorships: Tegna, Inc. (2014-2023) Gannet, Inc. (2014-2017)



			Andrea J. Goldsmith, Ph. D.
			Dean of the School of Engineering and Applied Science Princeton University

Age: 59 Director since: 2019 Committees: Quality, and Science and Technology (Chair) Experience: Dr. Goldsmith is the Dean of the School of Engineering and Applied Sciences at Princeton University. Prior to that role, she served as the Stephen Harris Professor in the School of Engineering at Stanford University from 2012-2020 and served as a professor, associate professor or assistant professor of Electrical Engineering at Stanford University since January 1999. Dr. Goldsmith also founded and served as Chief Technology Officer of Plume WiFi (formerly, Accerlera, Inc.) from 2010 to 2014 and Quantenna Communications, Inc. (formerly, mySource Communications, Inc.) from 2005 to 2009. In addition, she is a member of the President’s Council of Advisers on Science and Technology and currently serves on the Technical Advisory Board of Encharge AI. Dr. Goldsmith is a frequent lecturer and writer regarding wireless technologies. Director Qualifications: Dr. Goldsmith is a nationally recognized thought leader in science and engineering, as a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and President’s Council of Advisers on Science and Technology for the current White House administration . In 2024, Dr. Goldsmith was inducted into the National Inventors Hall of Fame for her work developing technologies to improve the performance of wireless networks used around the world. She also serves on the Board of Directors of other public companies. Her academic research focuses on the design, analysis, and fundamental performance limits of wireless systems and networks, and her insights and perspectives on the intersection between fundamental science and technology developments and commercial innovation make her a valuable member of the Board. Other Public Company Directorships: Crown Castle International Corp. (2018 – Present) Intel Corporation (2021 – Present)


			Randall J. Hogan, III
			Chairman Kodiak Gas Services, Inc.
Age: 68 Director since: 2015 Committees: Audit, and Finance and Financial Risk (Chair) Experience: Mr. Hogan is the current Chairman and serves on the Board of Directors of Kodiak Gas Services, Inc., a company that provides natural gas contract compression services. From 2001 to 2018, he served as Chief Executive Officer of Pentair plc, an industrial manufacturing company, and was appointed Chairman in 2002. Previously, he held various leadership roles at Pentair including President and Chief Operating Officer, and Executive Vice President and President of Pentair’s Electrical and Electronic Enclosures Group. Prior to joining Pentair, he held leadership roles with United Technologies Corporation as President of the Carrier Transicold Division; Pratt & Whitney Industrial Turbines as Vice President and General Manager; and a variety of executive positions with General Electric Company and McKinsey & Company, overseeing functions such as marketing, product management, and business development. Mr. Hogan is a former Chairman and director of nVent Electric plc, past Chair of the board of the Federal Reserve Bank of Minneapolis, and a former director of Covidien plc and Pentair plc. In 2013, he was recognized for his business contributions by being named to the Minnesota Business Hall of Fame by Twin Cities Business Magazine, and Entrepreneur of the Year Lifetime Achievement Award by Ernst & Young. Director Qualifications: Mr. Hogan offers a wealth of management experience and business acumen, having served as Chairman of nVent Electric plc and in the roles of Chairman, Chief Executive Officer, President and Chief Operating Officer of Pentair. Running a public company gave Mr. Hogan front-line exposure to many of the issues facing public companies, particularly on the operational, financial and corporate governance fronts. His current service on the Board of Directors and the Personnel and Compensation Committee of Kodiak Gas Services, his previous service on the Board of the Federal Reserve Bank of Minneapolis, and his service as former Chair of the Audit Committee of Covidien plc further augment his range of knowledge, providing experience on which he can draw while serving as a member of Medtronic’s Board and Audit Committee. Other Public Company Directorships: Kodiak Gas Services, Inc. (2023 – Present) nVent Electric plc (2018 – May 17, 2024)


			Gregory P. Lewis
			Senior Vice President and Chief Financial Officer Honeywell International Inc.
Age: 56 Director since: 2023 Committees: Audit, and Finance and Financial Risk Experience: Mr. Lewis is the Senior Vice President and Chief Financial Officer of Honeywell International Inc, a position he has held since 2018. He joined Honeywell in 2006 as Chief Financial Officer of the Performance Products business unit within the Specialty Materials business group. Prior to his current role, he was Vice President of Corporate Finance, where he led Treasury, Tax, Audit, Business Analysis and Planning, Investor Relations, M&A, Real Estate, Pension, Finance Operations and Enterprise Information Management (EIM). Formerly, he was Vice President EIM; Vice President, Chief Financial Officer of the Automation and Control Solutions business group; Chief Financial Officer of Honeywell Process Solutions; and Vice President, Business Analysis and Planning. While leading Enterprise Information Management and then as CFO, Mr. Lewis has played a pivotal role in Honeywell’s “great integration” as the company executed a substantial transformation to simplify and enhance its IT infrastructure, decision-making and drive greater operational excellence. Among these endeavors, he has led Honeywell in its digital transformation, driving a robust roadmap, establishing a data operating model and building a culture with data at the forefront for decision making. Prior to joining Honeywell, Mr. Lewis held various financial leadership positions across multiple industries, including roles at companies such as Kraft Foods, Tyco International and the Stanley Works. He also currently serves on the Board of Directors of the non-profit, Roof Above. Director Qualifications: Mr. Lewis brings more than 15 years of business, operational, financial management, and executive management experience to the Board. His extensive experience at another global Fortune 500 company allows him to contribute valuable executive leadership, strategic portfolio management, risk management and financial operations insight to Medtronic. His roles overseeing tax, treasury, audit, and other finance operations functions of a large multinational corporation make him a valuable member of the Board, the Finance and Financial Risk Committee, and the Audit Committee. Other Public Company Directorships: None



			Kevin E. Lofton
			Retired Chief Executive Officer CommonSpirit Health

Age: 69 Director since: 2020 Committees: Compensation, and Quality (Chair) Experience: Mr. Lofton was the Chief Executive Officer of CommonSpirit Health from February 2019, following the merger between Catholic Health Initiatives and Dignity Health, until his retirement in June 2020. He previously served as the Chief Executive Officer of Catholic Health Initiatives (CHI) from 2003 to 2019 and held various executive management roles with CHI beginning in 1998. Prior to joining CHI, he served as the Executive Director and Chief Executive Officer of both UAB Hospital from 1993 to 1998 and Howard University Hospital from 1990 to 1993, and he was the Executive Vice President and Chief Operation Officer of University Medical Center – Florida from 1986 to 1990. In addition, Mr. Lofton is a Life Fellow of the American College of Healthcare Executives, a Board member of Howard University, and Chair of the Board of the Georgia State University Foundation. He served as the 2007 Chairman of the Board of the American Hospital Association (AHA), the largest health system trade association in the United States, and was the Founding Chair of the AHA’s Equity of Care Initiative and its Institute for Diversity and Health Equity. In 2022, he received the AHA’s highest honor, the Distinguished Service Award, and was inducted into the National Association of Health Services Executives Hall of Fame. Director Qualifications: Mr. Lofton’s qualifications to serve on the Board include his nationally recognized status in healthcare administration and over 40 years of executive experience in the healthcare industry as a senior level executive in hospital administration, most recently as Chief Executive Officer of CommonSpirit Health and Catholic Health Initiatives. His long and broad experience leading healthcare provider organizations and his ability to successfully navigate evolving commercial, regulatory and public policy changes over time provide the board with valuable perspective and insights. In addition, his extensive experience as a CEO along with his general business management expertise make Mr. Lofton a strong member of the Board. Other Public Company Directorships: Gilead Sciences, Inc. (2009 - May 8, 2024)



			Geoffrey S. Martha
			Chairman and Chief Executive Officer Medtronic plc

Age: 54 Director since: 2019 Committees: None Experience: Mr. Martha is Chairman and Chief Executive Officer of Medtronic. He assumed the role of CEO in 2020 and became Chairman later that year. He served as President of Medtronic from 2019 to 2020 and joined the Board of Directors in 2019. Previously, Mr. Martha served as Executive Vice President and President, Restorative Therapies Group since 2015. He was Senior Vice President of Strategy and Business Development of both Medtronic plc (since 2015) and Medtronic, Inc. (since 2011). Prior thereto, he was Managing Director of Business Development at GE Healthcare from 2007 to 2011; General Manager for GE Capital Technology Finance Services from 2003 to 2007; Senior Vice President, Business Development for GE Capital Vendor Financial Services from 2002 to 2003; General Manager for GE Capital Colonial Pacific Leasing from 2001 to 2002; and Vice President, Business Development for Potomac Federal, the GE Capital federal financing investment bank, from 1998 to 2001. Mr. Martha is an active member of the global business community, sitting on the Business Roundtable and the World Economic Forum’s International Business Council, as well as serving on the Board of Directors for the U.S.-China Business Council and as Treasurer for AdvaMed. He is also a member of the Board of Trustees for the Asia Society, and President of the Executive Committee of the Board of Directors for the Minnesota Business Partnership. Director Qualifications: Mr. Martha’s qualifications to serve on the Board include more than 20 years in business management, with over 15 years in the health care industry and deep knowledge of Medtronic. His strong business experience leading the company as Chief Executive Officer, as well as his history of success in development, implementation and execution of corporate strategy and executive management, make Mr. Martha a qualified and valuable member of the Board. Other Public Company Directorships: NextEra Energy, Inc. (July 9, 2024 - Present)


			Elizabeth G. Nabel, M.D.
			Senior Advisor OPKO Health and ModeX Therapeutics
Age: 72 Director since: 2014 Committees: Compensation (Chair), and Quality Experience: Dr. Nabel is a Senior Advisor for OPKO Health and ModeX Therapeutics, a company focused on immunotherapies for cancer and infectious disease, a position she began in 2021. From 2010 to 2021, she served as the President of Brigham Health, a system including hospitals and physician organizations operating inpatient and outpatient facilities, clinics, primary care health centers, and diagnostic and treatment technologies, research laboratories, and postgraduate medical and scientific education and training programs. She was also a Professor of Medicine at Harvard Medical School from 2010 to 2021. Previously, Dr. Nabel held a variety of roles, including Director of the National Heart, Lung and Blood Institute at the National Institutes of Health from 1999 to 2009. She is an elected member of the National Academy of Medicine of the National Academy of Sciences. In addition, she served on the Board of Directors of Moderna, Inc. from 2015 to 2020, and re-joined the Moderna Board in 2021, and she also serves on the Board of Directors of Lyell Immunopharma, Inc., Accolade, Inc. and the Lasker Foundation. Director Qualifications: Dr. Nabel’s qualifications to serve on the Board include extensive experience in the health care field, including senior positions with a number of research universities and organizations. She has a deep understanding of medical sciences and healthcare innovation, as well as the physicians and other health care providers who are central to the use and development of the Company’s products. In addition, Dr. Nabel has extensive experience in operating, managing and overseeing a large, complex hospital system and physician organization, which bring value to the Board. Other Public Company Directorships: Moderna, Inc. (2015 – Present) Lyell Immunopharma, Inc. (2021 – Present) Accolade, Inc. (2021 – Present)



			Kendall J. Powell
			Retired Chairman and Chief Executive Officer General Mills, Inc.

Age: 70 Director since: 2007 Committees: Compensation, Finance and Financial Risk, and Quality Experience: Mr. Powell was Chairman of General Mills, Inc., an international producer, marketer and distributor of cereals, snacks and processed foods, from 2008 through 2017 and was Chief Executive Officer of General Mills, Inc. from 2007 to 2017. He was President and Chief Operating Officer of General Mills, Inc. from 2006 to 2007, and became a director of General Mills, Inc. in 2006. He was Executive Vice President and Chief Operating Officer, U.S. Retail from 2005 to 2006; and Executive Vice President of General Mills, Inc. from 2004 to 2005. From 1999 to 2004, Mr. Powell was Chief Executive Officer of Cereal Partners Worldwide, a joint venture of General Mills, Inc. and the Nestle Corporation. He joined General Mills, Inc. in 1979. Mr. Powell is also a past Chair of the University of Minnesota Board of Regents. Director Qualifications: As a retired Chairman and former CEO of a Fortune 500 company, Mr. Powell brings more than three decades of business, operational and management experience in the U.S. and internationally. While Chairman and CEO of General Mills, he led the company during a time of rapid change, gaining insights that benefit Medtronic as the pace of commercial and technological change impacting companies with global operations continues to accelerate. His extensive marketing, direct-to-consumer expertise, executive decision-making and corporate governance experience bring value to the Board. Other Public Company Directorships: General Mills (2008-2017)


Denise O’Leary (Chair) (2) Scott C. Donnelly Randall J. Hogan III Gregory P. Lewis						Number of meetings during Fiscal Year 2024 10


Elizabeth Nabel, M.D. (Chair) Kevin E. Lofton Kendall J. Powell Lidia L. Fonseca						Number of meetings during Fiscal Year 2024 6


Randall J. Hogan III (Chair) Gregory P. Lewis Denise M. O’Leary Kendall J. Powell						Number of meetings during Fiscal Year 2024 5


Craig Arnold (Chair) Scott C. Donnelly Denise M. O’Leary (1)						Number of meetings during Fiscal Year 2024 4


Kevin E. Lofton (Chair) Andrea J. Goldsmith, Ph.D. Elizabeth Nabel, M.D. Kendall J. Powell						Number of meetings during Fiscal Year 2024 4


Andrea J. Goldsmith, Ph.D. (Chair) Craig Arnold Scott C. Donnelly Lidia L. Fonseca						Number of meetings during Fiscal Year 2024 4


Director Compensation

Annual Cash Retainer	$	175,000
Committee Chair Stipends:
Audit	$	25,000
Compensation	$	20,000
Nominating and Corporate Governance	$	20,000
Finance and Financial Risk	$	20,000
Quality	$	20,000
Science and Technology	$	20,000
Lead Independent Director Stipend	$	40,000
Member Audit Committee	$	15,000


Non-Employee Director	Fees Earned or Paid in Cash		Stock Awards		Total

Richard H. Anderson (1)	$	68,118	$	62,800	$	130,918
Craig Arnold	$	235,000	$	175,062	$	410,062
Scott C. Donnelly	$	190,000	$	175,062	$	365,062
Lidia L. Fonseca	$	175,000	$	175,062	$	350,062
Andrea J. Goldsmith, Ph.D.	$	195,000	$	175,062	$	370,062
Randall J. Hogan, III	$	210,000	$	175,062	$	385,062
Gregory P. Lewis (2)	$	159,725	$	147,246	$	306,971
Kevin E. Lofton	$	195,000	$	175,062	$	370,062
Elizabeth G. Nabel, M.D.	$	195,000	$	175,062	$	370,062
Denise M. O’Leary (3)	$	200,000	$	175,062	$	375,062
Kendall J. Powell	$	175,000	$	175,062	$	350,062


Non-Employee Director	Restricted Stock Units	Deferred Stock Units (1)

Craig Arnold	1,997	—
Scott C. Donnelly	1,997	2,471
Lidia L. Fonesca	1,680
Andrea J. Goldsmith, Ph.D.	1,997	—
Randall J. Hogan, III	1,997	—
Gregory P. Lewis	—	—
Kevin E. Lofton	1,997	—
Elizabeth G. Nabel, M.D.	1,997	—
Denise M. O’Leary (2)	1,997	35,497
Kendall J. Powell	1,997	24,389


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership of Ordinary Shares	Of Shares Beneficially Owned, Amount that May Be Acquired Within 60 Days	Percent of Class

The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355(1)	126,545,940	N/A	9.52
BlackRock, Inc., 55 East 52nd Street, New York, NY 10055(2)	118,570,867	N/A	8.90


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership of Ordinary Shares (1)	Of Shares Beneficially Owned, Amount that May Be Acquired Within 60 Days

Craig Arnold	38,296	2,185
Scott C. Donnelly	19,650	4,678
Lidia L. Fonseca	3,717	2,185
Andrea J. Goldsmith, Ph.D.	8,329	2,185
Randall J. Hogan, III	45,109	2,185
Gregory P. Lewis	1,838	1,838
Kevin E. Lofton	6,252	2,185
Geoffrey S. Martha	1,025,878	948,677
Elizabeth G. Nabel, M.D.	15,696	2,185
Denise M. O’Leary (2)	48,746	9,348
Karen L. Parkhill (3)	498,212	438,522
Kendall J. Powell	46,085	26,793
Sean M. Salmon	544,552	517,334
Gregory L. Smith	111,104	92,228
Brett A. Wall	490,286	478,435
Directors and executive officers as a group (18 persons) (4)	3,034,658	2,670,796


Market-Competitive We benchmark and assess our program annually to ensure market-competitive target total direct compensation consisting of base salary, target annual cash incentive and long-term incentives. The benchmarking process ensures that each element of target total direct compensation is within a market competitive range.						Shareholder Value Alignment We align incentive programs with shareholder value creation by using annual and three-year performance measures that drive shareholder value. Incentive goals come directly from our Board-approved annual operating plan and our Board-approved long-term strategic plan.

Pay for Performance We emphasize pay for performance by making at least 75% of target total direct compensation payable to each NEO contingent on the attainment of annual and long-term Company performance goals. The commitment to pay for performance provides actual compensation outcomes with varying levels of competitiveness that align with our absolute and relative performance results.						Focus on Quality and Inclusion, Diversity, and Equity Both Quality and Inclusion, Diversity, and Equity (ID&E) are components of our scorecard that directly impact payouts of our annual incentive plan. The quality goals can only reduce a payout, while the ID&E goals can increase or reduce a payout. Quality and ID&E also align to the Medtronic Mission.


MIP 96.5%			These results are linked directly to short- and long-term incentives resulting in a 96.5% payout of the overall Medtronic annual incentive funding pool, and a 36.3% payout to our Performance Share Units. NEO actual total direct compensation was approximately 64%-69% of the target opportunity.
PSU 36.3%


			At our 2023 annual general meeting, shareholders again showed strong support for our executive compensation programs with 93.35% of the votes cast approving our executive compensation.