Medtronic plc DEF 14A, filed Aug 11, 2023

Medtronic plc (MDT)

DEF 14A 2023-08-11 For: 2023-10-19

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Added on June 12, 2026

About this DEF 14A

Medtronic plc filed this DEF 14A on August 11, 2023.

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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 11, 2023
			By Order of the Board of Directors,

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


P ROXY SUMMARY	1	REPORT OF THE AUDIT COMMITTEE	73

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	11	AUDIT AND NON-AUDIT FEES	74

PROPOSAL 1 Election of Directors	12	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	75
Directors and Nominees	13

CORPORATE GOVERNANCE	19
Corporate Governance Principles	19
Board Performance Evaluations	19	PROPOSAL 3 Advisory Resolution to Approve Named Executive Officer Compensation (“Say-On-Pay”)	77
Lead Independent Director and Chairman; Executive Sessions	19
Board Role in Risk Oversight	20
Compensation Risk Assessment	21
Committees of the Board and Meetings	21	PROPOSAL 4 Approving the Company’s 2024 Employee Stock Purchase Plan	79
Director Independence	26
Related Party Transactions and Other Matters	27
Complaint Procedure; Communications with Directors	27	PROPOSAL 5 Renewal of the Board’s Authority to Issue Shares Under Irish Law	83
Codes of Conduct	28
Director Compensation	28

SHARE OWNERSHIP INFORMATION	31	PROPOSAL 6 Renewal of the Board Authority to Opt Out of Statutory Pre-Emption Rights Under Irish Law	84
Significant Shareholders	31
Beneficial Ownership of Management	31
Delinquent Section 16(a) Reports	32
		PROPOSAL 7 Authorization of the Company and Any Subsidiary of the Company to Make Overseas Market Purchases of Medtronic Ordinary Shares	86
COMPENSATION DISCUSSION AND ANALYSIS	33
Executive Summary	34
Process	38
Fiscal Year 2023 Compensation Program Designs	41	QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING	88
Fiscal Year 2023 Compensation Decisions	42
Executive Compensation Governance Practices and Policies	48	Voting by Proxy	88
Other Benefits and Perquisites	50	How Proxies will be Voted	88
		Voting at the Meeting	88
COMPENSATION COMMITTEE REPORT	52	Admission to the Meeting	89

EXECUTIVE COMPENSATION	53	OTHER INFORMATION	90
2023 Summary Compensation Table	53	Expenses of Solicitation	90
2023 Grants of Plan-Based Awards	56	Shareholder Proposals and Director Nominations	90
2023 Awards at Fiscal Year End	58	Delivery of Documents to Shareholders Sharing an Address	90
2023 Option Exercises and Stock Vested	62	Other	91
2023 Pension Benefits	62
2023 Non qualified Deferred Compensation	64	APPENDIX A Financial and Non-GAAP Reconciliations	A-1
Potential Payments Upon Termination or Change of Control	66
Equity Compensation Plan Information	68
2023 CEO Pay Ratio	69	APPENDIX B Employee Stock Purchase Plan	B-1
2023 Pay Versus Performance	69


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, 3 and 4 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 19, 2023 at 8:00 a.m. Local Time

			Place:			Shelbourne Hotel 27 St. Stephen’s Green Dublin, Ireland

			Commence Mail Date:			September 7, 2023

			Record Date:			August 25, 2023


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 eleven director nominees named in the proxy statement to hold office until the 2024 Annual General Meeting of the Company	“FOR” all nominees	Page 12
Proposal 2 —	To ratify, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as Medtronic’s independent auditor for fiscal year 2024 and to authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration	“FOR”	Page 75
Proposal 3 —	To approve in a non-binding advisory vote, named executive officer compensation (a “Say-on-Pay” vote)	“FOR”	Page 77
Proposal 4 —	To approve the Medtronic plc 2024 Employee Stock Purchase Plan	“FOR”	Page 79
Proposal 5 —	To renew the Board’s authority to issue shares	“FOR”	Page 83
Proposal 6 —	To renew the Board’s authority to opt out of pre-emption rights	“FOR”	Page 84
Proposal 7 —	Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares	“FOR”	Page 86


	MISSION	PRIORITY ESG 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 & Safety •Technology & Device Safety •Data Privacy & Security •Ethics in Sales & Marketing •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 •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 material ESG issues.


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



			Craig Arnold
			Chairman and Chief Executive Officer Eaton Corporation

Age: 63 Director since: 2015; Lead Independent Director since: 2022 Committees: Nominating and Corporate Governance (Chair), and Science and Technology Experience: Mr. Arnold has been Chairman and Chief Executive Officer of Eaton Corporation, a multinational power management company, since June 2016. From September 2015 to May 2016, Mr. Arnold served as President and Chief Operating Officer of Eaton Corporation. Prior to that, Mr. Arnold served as the Vice Chairman and Chief Operating Officer, Industrial Sector, of Eaton Corporation. From 2000 to 2008 he served as Senior Vice President of Eaton Corporation and Group Executive of the Fluid Power Group of Eaton. Prior to joining Eaton, Mr. Arnold was employed in a series of progressively more responsible positions at General Electric Company from 1983 to 2000. Mr. Arnold was appointed to the Board of Directors of Eaton Corporation in 2015. Mr. Arnold is a former director of Covidien plc. Director Qualifications: Mr. Arnold brings 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 Chief Executive Officer of the Eaton Corporation gives Mr. Arnold critical insights into the operational requirements of a large, multinational company including customers, end markets and talent development. In addition, as a CEO of a global company and through his experience previously serving on the Audit Committee of another public company, Mr. Arnold 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



			Scott C. Donnelly
			Chairman, President and Chief Executive Officer Textron, Inc.

Age: 61 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 June 2008 as Executive Vice President and Chief Operating Officer and was promoted to President and Chief Operating Officer in January 2009. He was appointed to the Board of Directors in October 2009, and became Chief Executive Officer of Textron in December 2009 and Chairman of the Board in September 2010. 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 July 2005, Mr. Donnelly held various other management positions since joining General Electric in 1989. Director Qualifications: Mr. Donnelly’s qualifications to serve on the Board include more than two decades of business experience in innovation, manufacturing, operations, sales and marketing, portfolio management, talent development, and business processes. Mr. Donnelly also serves on the board of directors of another public company. In addition, Mr. Donnelly’s extensive executive decision-making experience, corporate governance work and diverse perspectives, add value and expertise to our board. Other Public Company Directorships: Textron, Inc.



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

Age: 54 Director since: 2022 Committees: Compensation, and Science and Technology Experience: Lidia Fonseca is the Executive Vice President, Chief Digital and Technology Officer at 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, a position she has held since January 2019. Prior to her current role, Ms. Fonseca was the Senior Vice President and Chief Information Officer (CIO) at Quest Diagnostics from April 2014 to December 2018. Previously, Ms. Fonseca served as the Senior Vice President and CIO at Labcorp from 2008 to 2013. She was named to the list of 50 Most Powerful Latinas in 2020 and 2021 by the Association of Latino Professionals for America, was named a 2020 Healthcare Influencer and 2019 Healthcare Transformer by Medical, Marketing & Media, and she received the 2017 Forbes CIO Innovation Award. Director Qualifications: Ms. Fonseca’s qualifications to serve on the Board include her extensive industry experience leading and overseeing digital transformation initiatives, data deployment strategies, technology innovation and technology systems infrastructure at a number of different companies. Ms. Fonseca brings expertise in improving operational processes through automation and robotics, as well as identifying means to use advanced data analytics to deliver insights supporting better decision making. In addition, Ms. Fonseca’s direct to consumer-focused experience and perspective makes her a valuable member of our Board. Other Public Company Directorships: Tegna, Inc.



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

Age: 58 Director since: 2019 Committees: Quality, and Science and Technology (Chair) Experience: Dr. Goldsmith serves as the Dean of the School of Engineering and Applied Sciences at Princeton University. Prior to becoming Dean at Princeton, Dr. Goldsmith 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 August 2010 to August 2014 and Quantenna Communications, Inc. (formerly, mySource Communications, Inc.) from 2005 to 2009. In addition, Dr. Goldsmith is a member of the President’s Council of Advisers on Science and Technology and currently serves on the Technical Advisory Board of Cohere Technologies. Dr. Goldsmith is a frequent lecturer and writer regarding wireless technologies. Director Qualifications: Dr. Goldsmith’s qualifications to serve on the Board include her nationally recognized status in science and engineering, as a member of the National Academy of Engineering and the American Academy of Arts and Sciences and as a Fellow of the Institute of Electrical and Electronics Engineers. Dr. Goldsmith also serves on the board of directors of other public companies. Dr. Goldsmith’s 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., Intel Corporation



			Randall J. Hogan, III
			Former Chairman nVent Electric plc

Age: 67 Director since: 2015 Committees: Audit, and Finance and Financial Risk (Chair) Experience: Mr. Hogan was the Chairman of nVent Electric plc, a manufacturing company for electrical connection and protection products, from May 2018 to May 2023. From January 2001 until May 2018, Mr. Hogan served as Chief Executive Officer of Pentair plc, an industrial manufacturing company, and was appointed Chairman in May 2002. From December 1999 to December 2000, he was President and Chief Operating Officer of Pentair, and prior to that he was Executive Vice President and President of Pentair’s Electrical and Electronic Enclosures Group. Prior to joining Pentair, he was President of the Carrier Transicold Division of United Technologies Corporation. Before that, he was with the Pratt & Whitney division of United Technologies, General Electric Company and McKinsey & Company. Mr. Hogan is a past Chair of the board of the Federal Reserve Bank of Minneapolis. Mr. Hogan is a former director of Covidien plc. and Pentair plc. Director Qualifications: Having served as Chairman of nVent Electric plc and in the roles of Chairman, Chief Executive Officer, President and Chief Operating Officer of Pentair, Mr. Hogan offers a wealth of management experience and business acumen. 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. Mr. Hogan’s service on the Board of Directors and Governance Committee of Unisys as well as on the Board of the Federal Reserve Bank of Minneapolis and service as former Chair of the Audit Committee of Covidien plc further augments his range of knowledge, providing experience on which he can draw while serving as a member of the Board and Audit Committee. Other Public Company Directorships: nVent Electric plc



			Gregory P. Lewis
			Senior Vice President and Chief Financial Officer Honeywell International Inc.

Age: 52 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 August 2018. Mr. Lewis joined Honeywell in 2006 as Chief Financial Officer of the former Performance Products business unit, a specialty chemicals and materials enterprise with a rapidly growing global footprint. Prior to his current role, Mr. Lewis 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. Director Qualifications: Mr. Lewis’s qualifications to serve on the Board include his more than 15 years of business, operational, financial management, and executive management experience. Mr. Lewis’s 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. Mr. Lewis’s 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: 68 Director since: 2020 Committees: Finance and Financial Risk, and Quality (Chair) Experience: Mr. Lofton served as 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. Mr. Lofton previously served as the Chief Executive Officer of Catholic Health Initiatives from 2003 to 2019, and also held various executive management roles with Catholic Health Initiatives beginning in 1998. Mr. Lofton has also served as the Executive Director and Chief Executive Officer from 1993 to 1998 at UAB Hospital and from 1990 to 1993 at Howard University Hospital, as well as the Executive Vice President and Chief Operation Officer of University Medical Center – Florida from 1986 to 1990. In addition, Mr. Lofton served as the 2007 Chairman of the Board of the American Hospital Association, the largest health system trade association in the United States. Director Qualifications: Mr. Lofton’s qualifications to serve on the Board include 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 since 2003. Mr. Lofton’s 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.



			Geoffrey S. Martha
			Chairman of the Board and Chief Executive Officer, Medtronic plc

Age: 53 Director since: 2019 Committees: None Experience: Mr. Martha is the Chairman of the Board of Directors and Chief Executive Officer of Medtronic. Mr. Martha assumed the role of CEO in April 2020 and became Chairman of the Board in December 2020. Prior to his role as Chairman and CEO, he served as President of Medtronic from November 2019 through April 2020 and joined the Board of Directors in November 2019. Previously, Mr. Martha served as Executive Vice President and President, Restorative Therapies Group, a role he held since August 2015. Mr. Martha previously served as Senior Vice President of Strategy and Business Development of Medtronic plc beginning in January 2015 and of Medtronic, Inc. beginning in August 2011. Prior to that, he served as Managing Director of Business Development at GE Healthcare from April 2007 to July 2011; General Manager for GE Capital Technology Finance Services from November 2003 to March 2007; Senior Vice President, Business Development for GE Capital Vendor Financial Services from February 2002 to October 2003; General Manager for GE Capital Colonial Pacific Leasing from February 2001 to January 2002; and Vice President, Business Development for Potomac Federal, the GE Capital federal financing investment bank from May 1998 to January 2001. 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. Mr. Martha’s 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: None



			Elizabeth G. Nabel, M.D.
			Medical Advisor (Part-Time), Opko Health, Inc. Executive Vice President, Strategy (Part-Time), ModeX Therapeutics

Age: 71 Director since: 2014 Committees: Compensation (Chair), and Quality Experience: Dr. Nabel is the part-time Medical Advisor of Opko Health, Inc. since June 2023, and the part-time Executive Vice President, Strategy of ModeX Therapeutics, a company focused on immunotherapies for cancer and infectious disease, a position she began in March 2021. From 2010 to February 2021, Dr. Nabel 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. Dr. Nabel was also a Professor of Medicine at Harvard Medical School from 2010 to February 2021. Prior to that, Dr. Nabel held a variety of roles, including Director of the National Heart, Lung and Blood Institute at the National Institutes of Health, a federal agency funding research, training, and education programs to promote the prevention and treatment of heart, lung, and blood diseases, from 1999 to 2009. Dr. Nabel is an elected member of the National Academy of Medicine of the National Academy of Sciences. In addition, Dr. Nabel served on the Board of Directors of Moderna, Inc. from 2015 to July 2020, and re-joined the Moderna Board in March 2021. Dr. Nabel 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. Dr. Nabel 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 our Board. Other Public Company Directorships: Moderna, Inc., Lyell Immunopharma, Inc., Accolade, Inc.



			Denise M. O’Leary
			Private Venture Capital Investor

Age: 65 Director since: 2000 Committees: Audit (Chair), Finance and Financial Risk, and Nominating and Corporate Governance Experience: Ms. O’Leary has been a private venture capital investor in a variety of early stage companies since 1996. She was a member of the Stanford University Board of Trustees from 1996 through 2006, where she chaired the Committee of the Medical Center. Ms. O’Leary is a former director of US Airways Group, Inc. and Calpine Corporation. In addition, Ms. O’Leary is a member of the Board of Trustees of the University of Denver, where she served as Chair from July 2018 until June 2022. Director Qualifications: Ms. O’Leary’s qualifications to serve on the Board include her extensive experience with companies, including technology companies, at a variety of stages and her success in analyzing the business strategy, operational plans and structure, and financial deal models of these companies. She also serves on the board of directors of another public company. Her financial expertise, experience in the oversight of risk management, and thorough knowledge and understanding of capital markets provide valuable insight with regard to corporate governance and financial matters. Other Public Company Directorships: American Airlines Group, Inc.



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

Age: 69 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 until December 2017 and was Chief Executive Officer of General Mills, Inc. from 2007 until June 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. Mr. Powell joined General Mills, Inc. in 1979. Mr. Powell is a former director of General Mills, Inc. Mr. Powell is also the 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. Mr. Powell has also served on the board of directors of another public company. His extensive marketing, direct-to-consumer expertise, executive decision-making and corporate governance experience make Mr. Powell a valuable director. Other Public Company Directorships: None


Denise O’Leary (Chair) Richard H. Anderson Scott C. Donnelly Randall J. Hogan III Gregory P. Lewis (effective June 26, 2023)						Number of meetings during Fiscal Year 2023 10


Elizabeth Nabel, M.D. (Chair) Richard H. Anderson Kendall J. Powell Lidia L. Fonseca						Number of meetings during Fiscal Year 2023 6


Randall J. Hogan III (Chair) Richard H. Anderson Gregory P. Lewis (effective June 26, 2023) Kevin E. Lofton Denise M. O’Leary Kendall J. Powell						Number of meetings during Fiscal Year 2023 4


Craig Arnold (Chair) Scott C. Donnelly Denise M. O’Leary						Number of meetings during Fiscal Year 2023 4


Kevin E. Lofton (Chair) Andrea J. Goldsmith, Ph.D. Elizabeth Nabel, M.D. Kendall J. Powell						Number of meetings during Fiscal Year 2023 5


Andrea J. Goldsmith, Ph.D. (Chair) Craig Arnold Scott C. Donnelly Lidia L. Fonseca						Number of meetings during Fiscal Year 2023 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)	$	190,000	$	175,012	$	365,012
Craig Arnold	$	235,000	$	175,012	$	410,012
Scott C. Donnelly	$	190,000	$	175,012	$	365,012
Lidia L. Fonseca (2)	$	147,110	$	147,264	$	294,374
Andrea J. Goldsmith, Ph.D.	$	195,000	$	175,012	$	370,012
Randall J. Hogan, III	$	210,000	$	175,012	$	385,012
Kevin E. Lofton	$	195,000	$	175,012	$	370,012
Elizabeth G. Nabel, M.D.	$	195,000	$	175,012	$	370,012
Denise M. O’Leary	$	200,000	$	175,012	$	375,012
Kendall J. Powell	$	175,000	$	175,012	$	350,012


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

Richard H. Anderson (2)	1,754	31,853
Craig Arnold	1,754	—
Scott C. Donnelly	1,754	2,389
Lidia L. Fonesca	—	—
Andrea J. Goldsmith, Ph.D.	1,754	—
Randall J. Hogan, III	1,754	—
Kevin E. Lofton	1,754	—
Elizabeth G. Nabel, M.D.	1,754	—
Denise M. O’Leary	1,754	34,316
Kendall J. Powell	1,754	23,578


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)	125,126,702	N/A	9.41
BlackRock, Inc., 55 East 52nd Street, New York, NY 10055(2)	122,349,678	N/A	9.20


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

Richard H. Anderson (2)	118,987	34,049
Craig Arnold	36,252	1,945
Scott C. Donnelly	17,520	4,353
Lidia L. Fonseca	1,637	1,637
Andrea J. Goldsmith, Ph.D.	6,284	1,945
Randall J. Hogan, III	43,064	1,945
Gregory P. Lewis	—	—
Kevin E. Lofton	4,207	1,945
Geoffrey S. Martha	795,287	739,763
Elizabeth G. Nabel, M.D.	13,651	1,945
Denise M. O’Leary	46,455	8,862
Karen L. Parkhill	505,212	438,522
Kendall J. Powell	43,196	25,709
Sean M. Salmon	461,115	437,399
Rob ten Hoedt	540,122	508,646
Robert J. White	623,187	597,614
Directors and executive officers as a group (20 persons) (3)	4,134,225	3,638,747


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 relative to our 27-company Comparison Group. 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.						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. 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.


			These results are linked directly to short- and long-term incentives resulting in a 0% payout of the annual incentive, a 32.7% payout to our Performance Share Units. NEO actual total direct compensation was approximately 60%-65% of the target opportunity.