Medtronic plc MDT

26% shingled-prose overlap between the two filings.

2024: 56,067 chars · 2025: 113,819 chars

• Committee Report:23% overlap (6,000 → 6,000 chars)
• Pay Ratio (Item 402(u)):51% overlap (1,735 → 1,723 chars)

• changedMedtronic’s named executive officers for fiscal year 2025 2024were:
• new•Thierry Piéton, Executive Vice President and Chief Financial Officer
• changedSalmon, Former Executive Vice President, President Cardiovascular Portfolio
• newSmith, Executive Vice President, Enterprise Operations
• new•Gary L.
• newCorona, Former SVP Corporate Finance, (Former Interim Chief Financial Officer)
• newThierry Piéton was hired on March 3, 2025 and replaced Karen L.
• newParkhill who resigned from the Company effective August 2, 2024.
• newGary L.
• newCorona served as Interim Chief Financial Officer from August 3, 2024 through March 2, 2025, and resigned from the Company effective March 28, 2025.
• changedFor purposes of this Compensation Discussion and Analysis and the related disclosures that follow, unless otherwise noted, the term “NEOs” refers to all NEOs other than Messrs. Mr.Whiteunlessotherwisenoted.
• newPiéton and Corona or Ms. Parkhill.
• newSee the discussion below under the heading “Executive Officer Transitions.”
• newAfter the close of the fiscal year, on May 21, 2025 it was announced Sean M.
• newSalmon will leave the Company effective September 2, 2025.
• newHarry S.
• newKiil has been appointed Executive Vice President, President Cardiovascular Portfolio as disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 21, 2025.
• changedMEDTRONIC I 2025 2024Proxy Statement 32
• changedThe 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 QualityTo optimize the influences of Quality, it is the component QualityandInclusion,Diversity,andEquityBothQualityandInclusion,Diversity,andEquity(ID&E)arecomponentsof our team scorecard that directly impacts impactpayouts of our annual incentive plan.
• changedThe quality goals can only reduceapayout,whiletheID&Egoalscanincreaseorreduce a payout.
• newQuality aligns to the Medtronic Mission “To strive without reserve for the greatest possible reliability and quality in our products.”
• changedFiscal Year 2025 2024Financial Performance Summary
• newIn fiscal year 2025, the underlying fundamentals of the Company were strong, and getting stronger.
• newThe Company accelerated its direction of travel to higher, profitable growth.
• changedFY25 FY24revenue of $33.5 $32.4billion increased 3.6% as reported or 4.9% 5.2%on an organic basis.
• newThis was at the upper end of the organic revenue guidance the Company provided at the start of the year.
• newThe Company delivered durable mid-single digit revenue growth with leveraged operating profit and EPS growth.
• newIn line with its commitments, the Company’s FY25 operating margin and diluted earnings per share both increased.
• newFY25 GAAP diluted EPS of $3.61 increased 31%, while non-GAAP diluted EPS of $5.49 also increased 6%.
• changedIncluded in FY25 FY24non-GAAP diluted EPS was a -22 33cent unfavorableimpact from foreign currency translation.
• changedFY25 FY24non-GAAP diluted EPS increased 10% 5%on a constant currency basis.
• changedFY25 FY24cash flow from operations of $7.0 $6.787billion increased 4%, 12%,while FY25 FY24free cash flow of $5.2 $5.200billion was unchanged, increased14%,representing free cash flow conversion from non-GAAP net earnings of 73%. 75%.
• changedOn its non-financial metrics, Medtronic metornearlymetitsID&Emetricsandexceeded its Quality metrics in FY25. FY24.
• changedMedtronic stock price was $79.74 $90.95at the start of FY25 FY24and closed the fiscal year at $84.16. $79.74.
• changedIncluding the benefit of dividends, the total return of Medtronic stock over FY24 was 9.1%, -9%,compared to 8.3% 24%total return of the S&P 500 and 8.9% 3%total return of the S&P 500 Health Care Equipment Index.
• changedOver a 3-year and 5-year period, the total return of Medtronic stock is -15% -33%and -2%, 4%,respectively.
• changedAs noted below, relative stock price performance meaningfullyimpacted the actual compensation relative to the target compensation in the long-term incentive plan.
• changedMEDTRONIC I 2025 2024Proxy Statement 33
• changedMIP93%These MIP96.5%Theseresults are linked directly to short- and long-term incentives resulting in a 93% 96.5%payout of the overall Medtronic annual incentive funding pool, and a 73.34% 36.3%payout to our Performance Share Units.
• changedNEO actual total direct compensation was approximately 80% 64%-69%of the target opportunity.
• newPSU73.34%
• changed•The values shown for target equity compensation (PSU, RSU, Stock Options) reflects the aggregate grant date fair value of each NEO’s equity awards granted in fiscal year 2025, 2024,determined in accordance with FASB ASC Topic 718; Compensation – Stock Compensation (consistent with the Summary Compensation Table). Table)
• changed•The value for MIP (annual incentive plan - paid in cash) represents the payout target for achieving 100% of target detailed later in the Fiscal Year 2025 2024Annual Medtronic Incentive Plan Payout Results section.
• changed•Actual compensation reflects 93% FY25 89%-94%FY24MIP payout based upon financial, team and individual performance and the market value of stock options, time-based RSUs and target performance share units based on the year end (April 25, 2025) 26,2024)stock price of $84.16. $79.74
• changedSpecifically, the FY25 FY24financial performance was below our target expectations.
• changedFor example, the stock option grant is above water ($80.00 underwater($87.76grant price compared to $84.16 $79.74fiscal year end price).
• changedMEDTRONIC I 2025 2024Proxy Statement 34
• changedSpecifically, three-year realizable compensation is positioned at the 33rd 10thpercentile of the Comparison Group, and three-year performance is positioned at the 34, 48 11,50and 26 83percentiles for total shareholder return, revenue growth, and EPS growth, respectively.
• changedThe following chart presents a comparison of Medtronic’s CEO’s realizable compensation “realizablecompensation”and Company performance for the last three completed fiscal years relative to the Comparison Group.
• changedRealizable compensation represents the sum of actual base salaries paid, actual annual incentives earned, the market value of stock options, market value of restricted stock and projected value of long-term performance awards as of April 25, 2025. 26,2024.
• changedMEDTRONIC I 2025 2024Proxy Statement 35
• changedAt our 2024 2023annual general meeting, shareholders again showed strong support for our executive compensation programs with 92.93% 93.35%of the votes cast approving our executive compensation.
• changedThe Compensation and Talent Committee reviewed shareholder and other stakeholder feedback, along with the results of the shareholder “say-on-pay” vote in making compensation decisions during fiscal year 2025. 2024.
• changedBased on this feedback and the 92.93% 93.35%say-on-pay approval by shareholders in 2024, 2023,the Compensation and Talent Committee concluded that shareholders generally support Medtronic’s compensation philosophy.
• changedThe Compensation and Talent Committee will continue to gather and consider shareholder feedback in future compensation decisions.
• changedMEDTRONIC I 2025 2024Proxy Statement 36
• newCompensation and Talent Committee
• changedThe Compensation and Talent Committee establishes our compensation philosophy, program design and administration rules, and is the decision-making body on all compensation matters related to our NEOs.
• changedThe Compensation and Talent Committee solicits input from an independent outside compensation consultant and relies on the consultant’s advice.
• changedFor more information on the Compensation and Talent Committee, its members and its duties as identified in its charter, please refer to the section entitled “Committees of the Board and Meetings — Compensation and Talent Committee” beginning on page 23 22of this proxy statement.
• changedThe Compensation and Talent Committee has engaged Semler Brossy, an independent compensation consulting firm (the “Independent Consultant”), to advise the Compensation and Talent Committee on all matters related to executive officer compensation.
• changedSpecifically, the Independent Consultant conducts an annual competitive market analysis of total compensation for NEOs, provides relevant market data, updates the Compensation and Talent Committee on compensation trends and regulatory developments, and counsels the Compensation and Talent Committee on program designs and specific compensation decisions related to our CEO and other executives.
• changedThe work listed above and review of Board of Director compensation is the only work completed by the Independent Consultant for Medtronic and the services of that firm are at the discretion and direction of the Compensation and Talent Committee.
• changedConsistent with the NYSE listing standards, the Compensation and Talent Committee reviews and confirms the independence of its outside consultants on an annual basis.
• changedIn connection with this process, the Compensation and Talent Committee has reviewed, among other items, a letter from Semler Brossy addressing its independence and the members of the consulting team serving the Compensation and Talent Committee, including the following factors: (i) other services provided to us by Semler Brossy, (ii) fees paid by us as a percentage of Semler Brossy’s total revenue, (iii) policies or procedures of Semler Brossy that are designed to prevent conflicts of interest, (iv) any business or personal relationships between the senior advisor of the consulting team and a member of the Compensation and Talent Committee, (v) any Company stock owned by the senior advisor or any member of that individual’s immediate family, and (vi) any business or personal relationships between our executive officers and the senior advisor.
• changedThe Compensation and Talent Committee discussed these considerations and concluded that the work performed by Semler Brossy and its senior advisor involved in the engagement did not raise any conflict of interest.
• changedIn making compensation decisions for executive officers reporting to the CEO, the Compensation and Talent Committee solicits the views of our CEO and the Independent Consultant.
• changedThe Compensation and Talent Committee conducts executive sessions without the CEO present.
• changedThe CEO does not make recommendations to the Compensation and Talent Committee about his own compensation.
• changedMEDTRONIC I 2025 2024Proxy Statement 37
• changedIn particular, the table below notes the market-leadinggovernancefeatures that are incorporated into our programs:
• changedSummary of Key Compensation PracticesWhat We DoüPay and shareholder performance alignmentüResponsible use of shares under our long-term incentive programüMultiple performance metrics under our short-and long-term performance-based plans discourage short-term risk-taking at the expense of long-term resultsüTargets for performance metrics aligned to financial goals communicated to shareholdersüPayout caps on MIP and LTIP to mitigate unnecessary risk-takingüLimited perquisitesüDouble-trigger change of control vesting of compensation and benefits, including equityüClawback equityüComprehensiveclawbackpolicy that applies to annual incentive, long-term incentives and equity compensationüCompetitive stock ownership guidelines and holding periods on portions of after-tax shares until guidelines are metüEngagement of an independent compensation consultantWhat We DoNot DoýNo defined benefit supplemental executive retirement plans or special healthcare coverage for NEOsýNo “single-trigger” vesting of equity awards in event of a change of controlýNo dividends or dividend equivalents on unearned equity compensationýNo excessive severance benefitsýNo hedging and pledging of Company stock permitted for executivesýNo “golden parachute” excise tax gross upsýNo backdating or repricing of stock option awardsýNo multi-year compensation guarantees
• changedThe Compensation and Talent Committee considers relevant market pay practices when establishing executive compensation program and pay levels, including base salary and annual and long-term incentives.
• changedTo facilitate our ability to benchmark competitive compensation levels and practices, the Compensation and Talent Committee established a Compensation Comparison Group.
• changedThe Compensation and Talent Committee selected the companies that constitute the Compensation Comparison Group after discussion with its Independent Consultant.
• changedThe Compensation Comparison Group is selected using Compensation and Talent Committee approved criteria designed to identify companies with whom we are most likely to compete for talent.
• changedThe Compensation and Talent Committee uses data from the Compensation Comparison Group to establish a competitive market range within which pay is positioned to reflect experience and performance.
• changedIn addition to the competitive market information, the Compensation and Talent Committee also reviews information about performance, potential, expertise, and experience for each NEO.
• changedMEDTRONIC I 2025 2024Proxy Statement 38
• changedThe following table summarizes the selection criteria used by the Compensation and Talent Committee to select the Compensation Comparison Group.

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