salary increases were determined after taking into account the applicable NEO’s current and proposed target total direct compensation and the compensation of similarly situated executives at the peer companies comprising the fiscal year 2026 peer group described above. For Mr. Spooner, who was newly hired in connection with the Separation, the compensation arrangements reflect a market-competitive package established based on peer company benchmarking.
Prior to the Separation, Medtronic entered into letters of intent detailing individual compensation arrangements effective upon the completion of the Separation with each of Ms. Dallara, Mr. Dianaty, Ms. Nelson Wills, and Ms. Chandrasena. Each letter of intent established the applicable Named Executive Officer’s initial annual base salary, which salaries are $980,000, $640,000, $525,000 and $475,000 for Ms. Dallara, Mr. Dianaty, Ms. Nelson Wills, and Ms. Chandrasena, respectively.
In addition, the letters of intent provided that the NEOs will be eligible to participate in MiniMed’s annual incentive plan with target incentive opportunity expressed as a percentage of the NEO’s base salary, which percentages are 120%, 85%, 70%, and 70% of base salary for Ms. Dallara, Mr. Dianaty, Ms. Nelson Wills, and Ms. Chandrasena, respectively.
The letters of intent also provided that the NEOs are eligible to participate in MiniMed’s long-term incentive program, or “LTI,” with target LTI values of $8,000,000 for Ms. Dallara, and 300%, 200%, and 150% of base salary for Mr. Dianaty, Ms. Nelson Wills, and Ms. Chandrasena, respectively.
As described above, the letters of intent reflected one-time adjustments to base salary, annual incentive opportunity, and long-term incentive opportunity, generally provided in connection with a legacy Medtronic executive’s promotion. This adjustment is designed to align the executive’s compensation with market standards for comparable roles and reflect the NEOs’ increased duties and responsibilities (as further detailed below), with the adjustment providing for an increase to each executive’s total direct compensation targets of 57%, 74% and 36% for Mr. Dianaty, Ms. Nelson Wills, and Ms. Chandrasena, respectively.
Medtronic also entered into an offer letter with Mr. Spooner, dated May 28, 2025, in connection with his hiring. The offer letter established an initial annual base salary of $675,000 and eligibility to participate in the Medtronic MIP with target incentive opportunity equal to 85% of base salary and Medtronic LTIP. Additionally, under his offer letter, Mr Spooner is entitled to the following compensation and benefits: (i) a one-time new hire cash bonus of $1,400,000 payable in two installments ($500,000 in March 2026 and $900,000 in June 2026), (ii) a one-time special restricted stock unit award with a target value of $2,250,000 which vests in equal annual installments over three years commencing March 3, 2026, and to which he remains entitled upon involuntary termination without Cause (as defined in Medtronic’s 2023 Stock Award and Incentive Plan), but which is forfeited upon voluntary resignation prior to payout; (iii) a non-qualified stock option grant with a target value of $25,000 which vests in equal annual installments over four years commencing one year after the date of grant; (iv) relocation assistance; (v) an annual business allowance of $18,000 for automobile, tax preparation, financial planning, and related expenses; (vi) eligibility to participate in Medtronic’s Capital Accumulation Plan, a non-qualified deferred compensation plan; and (vii) severance benefits upon termination without Cause (as defined in Medtronic’s 2023 Stock Award and Incentive Plan) which consist of 18 months of base salary, 18 months of target MIP, 18 months of COBRA coverage, and other standard components of Medtronic’s Severance Pay Plan for Executives, contingent upon execution of a severance and release agreement and subject to replacement by MiniMed’s severance provisions upon the completion of the Separation. The one-time new hire cash bonus and special restricted stock unit award were granted to align Medtronic’s recruiting efforts with market practices, including providing awards on terms similar to awards Mr. Spooner forfeited when leaving his former employer.
As noted elsewhere in this proxy statement, on July 30, 2026, Ms. Nelson Wills notified the Company of her decision to resign from her position, effective September 25, 2026.
Fiscal Year 2026 Annual Base Salaries for MiniMed Named Executive Officers
At the beginning of fiscal year 2026, the Medtronic Independent Consultant presented to the Medtronic Compensation and Talent Committee an analysis that identified the market base salary ranges for certain of Medtronic’s executive officers and other members of the executive leadership team, including Ms. Dallara. The Medtronic Compensation and Talent Committee reviewed such market data for the members of the executive leadership team, including Ms. Dallara. For Mr. Spooner, Mr. Dianaty, Ms. Nelson Wills, and Ms. Chandrasena Medtronic used general industry standards when considering market base salary ranges.
