DEF 14A of Medtronic plc, Aug 10, 2016

DEF 14A of Medtronic plc

Filed Aug 10, 2016 · FY20160001193125-16-677599

Open on EDGAR

  1. Director Nominees

    Director Nominees You are being asked to vote, by separate resolutions, on the election of the following 13 Directors. Each Director nominee is elected annually by a majority of votes cast. Detailed information about each Director’s background, skill sets and areas of expertise can be found beginning on page 4.

  2. Director Nominees

    | | | | | | Committee Memberships | | | | | Other Current Public Boards | | Name | Age | Director Since | Principal Position | Indep. | AC | CC | FC | NCGC | QTC | | | Richard H. Anderson | 61 | 2002 | Executive Chairman and Retired Chief Executive Officer of Delta Air Lines, Inc. | Y | | M | | C | | 1 | | Craig Arnold | 56 | 2015 | Chairman and Chief Executive Officer of Eaton Corporation | Y | | M | | M | | 0 | | Scott C. Donnelly | 54 | 2013 | Chairman, President and Chief Executive Officer of Textron, Inc. | Y | M | M | | | M | 1 | | Randall Hogan, III | 60 | 2015 | Chairman & Chief Executive Officer of Pentair plc | Y | M | | M | | | 1 | | Omar Ishrak | 60 | 2011 | Chairman and Chief Executive Officer of Medtronic plc | N | | | | | | 0 | | Shirley Ann Jackson, Ph.D. | 69 | 2002 | President of Rensselaer Polytechnic Institute | Y | C | | | M | | 3 | | Michael O. Leavitt | 65 | 2011 | Founder and Chairman of Leavitt Partners | Y | | | M | | M | 1 | | James T. Lenehan | 67 | 2007 | Financial Consultant and retired Vice Chairman and President of Johnson & Johnson | Y | | | M | | C | 0 | | Elizabeth Nabel, M.D. | 64 | 2014 | President of Brigham & Women’s Healthcare | Y | | | | M | M | 0 | | Denise M. O’Leary | 58 | 2000 | Private Venture Capital Investor | Y | | M | M | | | 2 | | Kendall J. Powell | 62 | 2007 | Chairman and Chief Executive Officer of General Mills, Inc. | Y | M | C | | M | | 1 | | Robert C. Pozen | 69 | 2004 | Former Chairman of MFS Investment Management | Y | M | | C | | | 1 | | Preetha Reddy | 58 | 2012 | Executive Vice Chairperson of Apollo Hospitals Enterprise Limited | Y | | | M | | M | 0 |

  3. Director Nominees

    | AC: Audit Committee CC: Compensation Committee FC: Finance Committee | NCGC: Nominating and Corporate Governance Committee QTC: Quality and Technology Committee | C: Chair M: Member |

  4. Executive Compensation Philosophy, Goals and Principles

    | ➤ | We attract and retain talented executives by providing market competitive total direct compensation consisting of base salary, annual cash incentives, and long-term cash and equity incentives. |

  5. Executive Compensation Philosophy, Goals and Principles

    | ➤ | We emphasize pay for performance by basing at least 75% of total direct compensation on short-term and long-term financial incentives with a heavy emphasis on long-term performance. |

  6. Executive Compensation Philosophy, Goals and Principles

    | ➤ | Short-term and long-term incentives align executives with shareholders by using annual and three-year performance measures that drive shareholder value. Short-term and long-term incentive goals are derived from our Board-approved annual operating plan and Board-approved long-term strategic guidance provided to investors, respectively. |

  7. Executive Compensation Philosophy, Goals and Principles

    | ➤ | We also emphasize a culture of quality through the executives’ annual incentive plan. Payouts are reduced if a quality compliance performance threshold is not achieved. The modifier cannot increase payouts under the annual incentive plan. The quality compliance modifier is based on maintaining quality standards that prevent U.S. Food and Drug Administration inspection observations and warning letters. The modifier is designed not to impede proactive quality actions such as product recalls and complaint handling procedures. |

  8. Directors and Nominees

    Directors and Nominees Our Board of Directors is currently comprised of 13 members, all of whom serve for a term of one year. All nominees are currently Medtronic directors who were elected by shareholders at the 2015 annual general meeting. In order to be elected as a director, each nominee must be appointed by an ordinary resolution and each must receive the affirmative vote of a majority of the votes cast by the holders of ordinary shares represented at the annual general meeting in person or by proxy. If any of the nominees become unable or decline to serve, the individuals named as proxies in the enclosed proxy form will have the authority to vote for any substitutes who may be nominated in accordance with Medtronic’s Articles of Association. However, we have no reason to believe that this will occur. NOMINEES FOR DIRECTORS FOR ONE-YEAR TERMS ENDING IN 2017:

  9. Directors and Nominees

    | | RICHARD H. ANDERSON Executive Chairman and Retired Chief Executive Officer Delta Air Lines, Inc. | Director since 2002 age 61 | | | Mr. Anderson served as Chief Executive Officer of Delta Air Lines, Inc., a commercial airline, from 2007 until 2016 when he retired and became the Executive Chairman of the board of directors of Delta Air Lines, Inc. He was Executive Vice President of UnitedHealth Group Incorporated, a diversified health care company, and President, Commercial Services Group, of UnitedHealth Group Incorporated from 2006 to 2007, Executive Vice President of UnitedHealth Group and Chief Executive Officer of its Ingenix subsidiary from 2004 until 2006. Mr. Anderson was Chief Executive Officer of Northwest Airlines Corporation from 2001 to 2004. Mr. Anderson serves on the board of directors of Delta Air Lines, Inc. Director Qualifications: Mr. Anderson’s qualifications to serve on our Board include his more than 25 years of business, operational, financial and executive management experience. He also serves on the board of directors of another public company. Mr. Anderson’s extensive experience, including within the health care industry and for Fortune 500 companies, allows him to contribute valuable strategic management and risk assessment insight to Medtronic. | | | | CRAIG ARNOLD Chairman and Chief Executive Officer Eaton Corporation | Director since 2015 age 56 | | | Mr. Arnold has been Chairman and Chief Executive Officer of Eaton Corporation, a diversified industrial manufacturer, since June 1, 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 President 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. Within the past five years, Mr. Arnold served as a director of Covidien plc, a leading global healthcare products company. Director Qualifications: With his years of managerial experience, both at Eaton and at General Electric, Mr. Arnold brings to the Board of Directors demonstrated management ability at senior levels. His position as Chief Operating Officer of the Eaton Industrial Sector gives Mr. Arnold critical insights into the operational requirements of a large, multinational company. In addition, in previously serving on the Audit Committee of another public company, Mr. Arnold gained valuable experience dealing with accounting principles and financial reporting rules and regulations, evaluating financial results and generally overseeing the financial reporting process of a large corporation. | |

  10. Directors and Nominees

    | | SCOTT C. DONNELLY Chairman, President and Chief Executive Officer Textron, Inc. | Director since 2013 age 54 | | | 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, 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 our Board include more than two decades of business experience in innovation, manufacturing, sales and marketing, and business processes. Mr. Donnelly also serves on the board of directors of another public company. His extensive executive decision-making experience and corporate governance work make Mr. Donnelly a valuable director. Additionally, Mr. Donnelly qualifies as an “audit committee financial expert” as defined by SEC rules. | | | | RANDALL J. HOGAN, III Chairman & Chief Executive Officer Pentair plc | Director since 2015 age 60 | | | Mr. Hogan has been the Chief Executive Officer of Pentair plc, an industrial manufacturing company, since January 2001 and was appointed Chairman in May 2002. From December 1999 to December 2000, he was President and Chief Operating Officer of Pentair and from March 1998 to December 1999, 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 the immediate past Chair of the board of the Federal Reserve Bank of Minneapolis. Within the past five years, Mr. Hogan served as a director of Covidien plc and as a director of Unisys Corporation. Director Qualifications: Having served 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 gives 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 our Board and Audit Committee. Additionally, Mr. Hogan qualifies as an “audit committee financial expert” as defined by SEC rules. | |

  11. Directors and Nominees

    | | OMAR ISHRAK Chairman and Chief Executive Officer Medtronic plc | Director since 2011 age 60 | | | Mr. Ishrak has been Chairman and Chief Executive Officer of Medtronic since 2011. Prior to joining Medtronic, Mr. Ishrak served as President and Chief Executive Officer of GE Healthcare Systems, a comprehensive provider of medical imaging and diagnostic technology and a division of GE Healthcare, from 2009 to 2011. Before that, Mr. Ishrak was President and Chief Executive Officer of GE Healthcare Clinical Systems from 2005 to 2008 and President and Chief Executive Officer of GE Healthcare Ultrasound and BMD from 1995 to 2004. Director Qualifications: Mr. Ishrak’s qualifications to serve on our Board include his more than 30 years in the health care industry and more than 34 years of technology development and business management experience. Mr. Ishrak’s strong technical expertise and deep understanding of our customers, as well as his long history of success as a global executive in the medical technology industry, make him a valuable and qualified director with critical technical, leadership and strategic skills. | | | | SHIRLEY ANN JACKSON, Ph.D. President Rensselaer Polytechnic Institute | Director since 2002 age 69 | | | Dr. Jackson has been President of Rensselaer Polytechnic Institute, a technological research university, since 1999. She was Chair of the U.S. Nuclear Regulatory Commission under President Clinton from 1995 to 1999, and Professor of Physics at Rutgers University and consultant to AT&T Bell Laboratories from 1991 to 1995. Dr. Jackson currently serves as co-chair of The President’s Intelligence Advisory Board, appointed by President Obama in 2013. She is a recipient of the National Medal of Science, a member of the National Academy of Engineering and the American Philosophical Society and a Fellow of the American Academy of Arts and Sciences, the American Association for the Advancement of Science, the American Physical Society, and the Royal Academy of Engineering (U.K.). She is a trustee of the Brookings Institution, a Life Trustee of M.I.T. and a member of the Council on Foreign Relations. She is also a director of FedEx Corporation, a global courier delivery company, Public Service Enterprise Group, a publicly owned gas and electric company in the state of New Jersey, and International Business Machines Corporation, a multinational technology and consulting corporation. Within the past five years, Dr. Jackson also served as a director of Marathon Oil Corporation, a company with international operations in exploration and production, oil sands mining and integrated gas. Director Qualifications: Dr. Jackson’s qualifications to serve on our Board include her leadership experience in government, industry and within a number of educational organizations (President, Rensselaer Polytechnic Institute; Trustee, M.I.T.), including those that bring technological innovation to the marketplace. In addition, Dr. Jackson serves on the boards of directors of other public companies and has accumulated over 33 years of audit, compensation, and governance and nominating committee experience, including as chair. Her leadership and strategic and innovative insight make her a valuable contributor to our Board. Additionally, Dr. Jackson qualifies as an “audit committee financial expert” as defined by SEC rules. | |

  12. Directors and Nominees

    | | MICHAEL O. LEAVITT Founder and Chairman Leavitt Partners | Director since 2011 age 65 | | | Governor Leavitt has been founder and Chairman of Leavitt Partners, a healthcare and food safety consulting firm, since 2009. Prior to that he was the United States Secretary of Health and Human Services from 2005 to 2009; Administrator of the Environmental Protection Agency from 2003 to 2005; and Governor of Utah from 1993 to 2003. He is a director of HealthEquity, Inc., a health savings custodian, and American Express Company, a global services company. Director Qualifications: Governor Leavitt’s qualifications to serve on our Board include his extensive management and leadership experience, including serving as the Governor of Utah, a large state with a diverse body of constituents, appointments to positions with the U.S. government, where he oversaw and advised on issues of national concern, and overseeing Leavitt Partners, LLC’s work advising clients in the health care and food safety sectors. Mr. Leavitt’s decades of leadership experience with valuable knowledge of the governmental regulatory environment and corporate governance makes him a valuable member of our Board. | | | | JAMES T. LENEHAN Financial Consultant and Retired Vice Chairman and President of Johnson & Johnson | Director since 2007 age 67 | | | Mr. Lenehan served as President of Johnson & Johnson, an international pharmaceutical company, from 2002 until 2004 when he retired after 28 years of service to Johnson & Johnson. During those 28 years, Mr. Lenehan also served as Vice Chairman of Johnson & Johnson from 2000 until 2004; Worldwide Chairman of Johnson & Johnson’s Medical Devices and Diagnostics Group from 1999 until he became Vice Chairman of the Board; and Worldwide Chairman, Consumer Pharmaceuticals & Professional Group. Mr. Lenehan has been a financial consultant since 2004, including serving as Senior Advisor of Cerberus Operations and Advisory Company, LLC, a private investment firm. Within the past five years, Mr. Lenehan served as a director of Talecris Biotherapeutics Holding Corp, a global biopharmaceutical company. Director Qualifications: Mr. Lenehan’s qualifications to serve on our Board include 31 years of business, operational and management experience in medical device, pharmaceutical, biotherapeutics and related industries. He also serves on the board of directors of private companies. His management ability at senior levels and financial experience make his input valuable to Medtronic. | | | | ELIZABETH G. NABEL, M.D. President of Brigham & Women’s Healthcare | Director since 2014 age 64 | | | Elizabeth Nabel, M.D., has been President of Brigham & Women’s Healthcare, hospitals operating inpatient and outpatient facilities, clinics, primary care health centers, and diagnostic and treatment technologies and research laboratories, as well as Harvard Medical School’s second largest teaching affiliate. Dr. Nabel has also been a Professor of Medicine at Harvard Medical School since 2010. Prior to that, Dr. Nabel held a variety of roles at 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, including as Director. Dr. Nabel is an elected member of the National Academy of Medicine of the National Academy of Sciences. 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 innovations, as well as physicians and other health care providers who are central to the use and development of our products. | |

  13. Directors and Nominees

    | | DENISE M. O’LEARY Private Venture Capital Investor | Director since 2000 age 58 | | | Ms. O’Leary has been a private venture capital investor in a variety of early stage companies since 1996. Ms. O’Leary is also a director of American Airlines Group, Inc., a commercial airline, and Calpine Corporation, a national power generation company based in the United States. She was a member of the Stanford University Board of Trustees from 1996 through 2006, where she chaired the Committee of the Medical Center. Within the past five years, Ms. O’Leary served as a director of US Airways Group, Inc., a commercial airline. Director Qualifications: Ms. O’Leary’s qualifications to serve on our Board include her extensive experience with companies at a variety of stages and her success as an investor. She also serves on the boards of directors of other public companies. 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. | | | | KENDALL J. POWELL Chairman and Chief Executive Officer General Mills, Inc. | Director since 2007 age 62 | | | Mr. Powell has been Chairman of General Mills, Inc., an international producer, marketer and distributor of cereals, snacks and processed foods, since 2008 and Chief Executive Officer of General Mills, Inc. since 2007. 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; 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. Director Qualifications: Mr. Powell’s qualifications to serve on our Board include more than three decades of business, operational and management experience. Mr. Powell also serves on the board of directors of another public company. His extensive marketing and executive decision-making experience and corporate governance work make Mr. Powell a valuable director. Additionally, Mr. Powell qualifies as an “audit committee financial expert” as defined by SEC rules. | | | | ROBERT C. POZEN Former Chairman MFS Investment Management | Director since 2004 age 69 | | | Mr. Pozen was Chairman of MFS Investment Management and a director of MFS Mutual Funds from 2004 to 2010, and Chairman Emeritus of MFS Investment Management from 2010 to 2011. He previously was Secretary of Economic Affairs for the Commonwealth of Massachusetts in 2003 and the John Olin Visiting Professor at Harvard Law School from 2002 to 2003. He also was Vice Chairman of Fidelity Investments from 2000 to 2001 and President of Fidelity Management & Research from 1997 to 2001. From 2007 to 2008, he was the chairman of the SEC Advisory Committee on Improvements to Financial Reporting; and from January 2008 through June 2015, he was a senior lecturer at Harvard Business School. Mr. Pozen currently serves on the board of Nielsen Holdings N.V., a global information and measurement company, and on the board of Asset Management Company, a fund management subsidiary of The World Bank Group. As of July 2015, he is a senior lecturer at M.I.T. Sloan School of Management. As of October 2015, he is a member of the advisory board of Perella Weinberg Partners. Director Qualifications: Mr. Pozen’s qualifications to serve on our Board include his many successful investing experiences. He also served on President George W. Bush’s Commission to Strengthen Social Security and as Secretary of Economic Affairs for Massachusetts Governor Mitt Romney. His extensive financial knowledge, previous performance as a board member, and years of work in corporate governance make Mr. Pozen a qualified and valuable director. Additionally, Mr. Pozen qualifies as an “audit committee financial expert” as defined by SEC rules. | |

  14. Directors and Nominees

    | | PREETHA REDDY Executive Vice Chairperson Apollo Hospitals Enterprise Limited | Director since 2012 age 58 | | | Ms. Reddy has been Managing Director of Apollo Hospitals Enterprise Limited, a specialized hospital system in India and a division of The Apollo Group, since 1993. Prior to that she was Joint Managing Director from 1991-1993 and Director of Apollo Hospitals since February 1989. Ms. Reddy serves on several boards under the Apollo Group, an owner of for-profit educational institutions. She is a member of the Wipro Business Leadership Council, and Senior Vice President of the All India Management Association (AIMA). Director Qualifications: Ms. Reddy’s qualifications to serve on our Board include her extensive experience in the field of health and managing the operations of one of the largest hospital chains in India and its network of highly skilled professionals. She also serves on the Boards of Directors of other organizations. Ms. Reddy has worked with industry bodies and government in India to advance health care in India. Her extensive experience in health care in developing countries and in managing complex organizations makes her a valuable director. | |

  15. Directors and Nominees

    THE BOARD RECOMMENDS A VOTE FOR THE DIRECTOR NOMINEES.

  16. Kendall J. Powell (Chair)

    | ➤ | Administering and determining incentive compensation plans and equity-based compensation plans and approving stock and other long-term incentive awards |

  17. Kendall J. Powell (Chair)

    | ➤ | Reviewing new compensation arrangements and reviewing and recommending to the Board employment agreements and severance arrangements for senior executive officers |

  18. Compensation Risk Assessment

    | ➤ | Base salaries at Medtronic are generally competitive in the median range of the executive compensation peer companies, not subject to any performance risk and act as a material component of total compensation for most Medtronic employees. |

  19. Compensation Risk Assessment

    | ➤ | Incentive plans for senior management and executive officers are appropriately weighted between short-term and long-term performance; between cash and equity compensation; and with long-term incentive performance targets being established at the beginning of each of our overlapping three year performance periods to reduce the incentive to maximize performance during any one year |

  20. Compensation Risk Assessment

    | ➤ | Short-term incentive performance goals are recalibrated annually, based upon Medtronic’s annual operating plan approved by the Board, and are different than the long-term performance measures |

  21. Compensation Risk Assessment

    | ➤ | Medtronic has in place policies designed to recoup improper payments or gains from incentive and equity compensation paid or granted to executives |

  22. Richard H. Anderson (Chair)

    | ➤ | Providing advice to the Board regarding director compensation and benefits |

  23. Director Compensation

    Director Compensation All of our non-employee directors are paid an annual cash retainer and receive annual equity awards. A supplemental annual cash retainer is also paid to committee chairs, the Lead Independent Director, and non-chair audit committee members. Directors who are Medtronic employees receive no fees for their services as directors. The Compensation Committee retained Towers Watson to conduct a review of competitive market practices for board of director compensation. Following such review, the Compensation Committee found the compensation program to be appropriate and no changes were made to the program this year. The principal features of the compensation received by our non-employee directors for fiscal year 2016 are described below.

  24. Director Compensation

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

  25. Director Compensation

    The Director Compensation table reflects all compensation awarded to, earned by or paid to the Company’s non-employee directors during fiscal year 2016. No additional compensation was provided to Mr. Ishrak for his service as a director on the Board.

  26. Director Compensation

    | Non-Employee Director | Fees Earned or Paid in Cash | Stock Awards | Total(3) | | Richard H. Anderson | $235,000 | $148,610 | $383,610 | | Craig Arnold(1) | $175,000 | $42,906 | $217,906 | | Scott C. Donnelly | $190,000 | $148,610 | $338,610 | | Randall Hogan, III(1) | $190,000 | $42,906 | $232,906 | | Shirley Ann Jackson | $200,000 | $148,610 | $348,610 | | Michael O. Leavitt | $175,000 | $148,610 | $323,610 | | James T. Lenehan | $195,000 | $148,610 | $343,610 | | Elizabeth Nabel(2) | $175,000 | $93,738 | $268,738 | | Denise M. O’Leary | $175,000 | $148,610 | $323,610 | | Kendall J. Powell | $210,000 | $148,610 | $358,610 | | Robert C. Pozen | $210,000 | $148,610 | $358,610 | | Preetha Reddy | $175,000 | $148,610 | $323,610 |

  27. Director Compensation

    | Messrs. Arnold and Hogan’s stock compensation was pro-rated for time on the Medtronic board effective on January 27, 2015.(1) |

  28. Director Compensation

    | Dr. Nabel’s stock compensation was pro-rated as a result of her appointment to the Board effective September 2014.(2) |

  29. Director Compensation

    | These amounts do not include the amount related to the excise tax disclosed in the 2015 proxy statement. The final excise tax payments for each director were:(3) |

  30. Director Compensation

    | • | Richard H. Anderson: $791,318 |

  31. Director Compensation

    | • | Craig Arnold: $192,553 |

  32. Director Compensation

    | • | Scott C. Donnelly: $99,696 |

  33. Director Compensation

    | • | Randall Hogan, III: $200,212 |

  34. Director Compensation

    | • | Shirley Ann Jackson: $741,942 |

  35. Director Compensation

    | • | Michael O. Leavitt: $221,010 |

  36. Director Compensation

    | • | James T. Lenehan: $613,290 |

  37. Director Compensation

    | • | Elizabeth Nabel: $31,074 |

  38. Director Compensation

    | • | Denise M. O’Leary: $823,513 |

  39. Director Compensation

    | • | Kendall J. Powell: $642,923 |

  40. Director Compensation

    | • | Robert C. Pozen: $659,962 |

  41. Director Compensation

    | • | Preetha Reddy: $132,040 |

  42. Director Compensation

    Fees Earned or Paid in Cash. The fees earned or paid in cash column represents the amount of annual retainer and annual cash stipend for Board and committee service. The annual cash retainer, annual cash stipend and special committee fees are paid in two installments — in the middle and at the end of a fiscal year. The annual cash retainer and annual cash stipend are reduced by 25% if a non-employee director does not attend at least 75% of the total meetings of the Board and Board committees on which such director served during the relevant plan year. The table on page 13 of this proxy statement under the section entitled “Committees of the Board and Meetings” shows on which committees the individual directors serve. Stock Awards. Effective at the close of the Covidien acquisition, directors are granted restricted stock units on the first day of the fiscal year in an amount equal to $175,000 divided by the fair market value of a share of Medtronic ordinary shares on the date of grant. Grants are made on a pro rata basis for participants who are directors for less than the entire preceding plan year and reduced by 25% for those directors who failed to attend at least 75% of the applicable meetings during such fiscal year. The restricted stock units vest on the one-year anniversary of the grant date. Dividends paid on Medtronic ordinary shares are credited to a director’s stock unit account in the form of additional units. The balance in a director’s stock unit account will be distributed to the director in the form of shares of Medtronic ordinary shares upon resignation or retirement from the Board in a single distribution or, at the director’s option, in five equal annual distributions. The stock awards column represents aggregate grant date fair value of the restricted stock units granted in the respective fiscal year as computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718, Compensation — Stock Compensation. Stock Holdings. Non-employee directors held the following shares of restricted stock, stock options, and deferred stock units as of April 29, 2016:

  43. Director Compensation

    | Non-Employee Director | Restricted Stock | Stock Options | Deferred Stock Units | | Richard H. Anderson | — | 8,577 | 27,128 | | Craig Arnold | — | 15,109 | 0 | | Scott C. Donnelly | — | 0 | 2,035 | | Randall Hogan, III | — | 15,109 | 0 | | Shirley Ann Jackson | — | 2,600 | 27,945 | | Michael O. Leavitt | — | 0 | 7,204 | | James T. Lenehan | — | 10,471 | 20,950 | | Elizabeth Nabel | — | 0 | 0 | | Denise M. O’Leary | — | 8,577 | 29,226 | | Kendall J. Powell | — | 10,061 | 20,081 | | Robert C. Pozen | — | 4,484 | 24,563 | | Preetha Reddy | — | 0 | 3,754 |

  44. Director Compensation

    To align directors’ interests more closely with those of shareholders, the Nominating and Corporate Governance Committee approved the Medtronic plc Stock Ownership and Retention Guidelines pursuant to which non-employee directors are expected to own stock of Medtronic in an amount equal to five times the annual Board retainer fees. Until the ownership guideline is met, the directors must retain 75% of after-tax Medtronic shares received through settlement of equity compensation awards. Once the guideline is met, the directors must retain 75% of after tax shares for one year following grant of equity compensation awards. For stock options, net after-tax profit shares are those shares remaining after payment of the option’s exercise price and income taxes. For share issuances, net gain shares are those remaining after payment of income taxes. Shares retained may be sold on the later of one year after grant of the shares or when the ownership guidelines are met. In the case of retirement or termination, the shares may be sold after the shorter of the remaining retention period or one year following retirement or termination, as applicable. As of July 1, 2016, all directors were in compliance with the stock ownership and retention policy; however, due to their more recent appointments, Mr. Donnelly, Gov. Leavitt, Dr. Nabel and Ms. Reddy are continuing to make progress towards the required ownership guidelines. Deferrals. Prior to the Covidien acquisition, directors were able to defer all or a portion of their cash compensation through participation in the Medtronic Capital Accumulation Plan Deferral Program, a nonqualified deferred compensation plan designed to allow participants to make contributions of their compensation before taxes are withheld, and to earn returns or incur losses on those contributions based upon allocations of their balances to one or more investment alternatives, which are also investment alternatives that Medtronic offers its employees through its 401(k) Plan. Director participation in the program was discontinued effective as of the close of the Covidien acquisition.

  45. Executive Compensation Philosophy

    | ➤ | Provide comprehensive, market competitive compensation and benefit programs |

  46. Executive Compensation Philosophy

    | ➤ | Executive compensation programs shall predominately be tied to long-term company performance |

  47. Compensation Actions

    | Compensation | Decision | | Base Salary | Increased by 4.9% on average, in line with the change to our competitive market median values following the Covidien acquisition and associated expansion of NEO job scopes. | | Annual Incentive Plan Design | NEO target annual award opportunities are set in relation to the market median for each NEO, as defined by Medtronic’s compensation comparison group. Target awards for NEOs range from 85% to 175% of annual base salary. The annual incentive calculation continues to be solely based on revenue growth, adjusted diluted earnings per share growth, cash flow indicator and quality compliance performance goals. Targets equal the Company’s Board of Director approved Annual Operating Plan. Incentive payouts can range from 0% to a maximum of 200% of the target annual award opportunity. Upon achieving the earnings per share threshold, minimum payout for each performance measure continues to start at 50% of the target annual award opportunity. | | Annual Incentive Plan Payouts | Fiscal Year 2016 annual incentive plan payout, which was based on revenue growth, adjusted diluted earnings per share growth and cash flow indicator goals, equaled 110.84% of the NEO’s respective target award opportunity. | | Long-Term Incentive Award Design | Target award opportunities continued to be based on equally weighted stock options that vest pro rata over four years, restricted stock units that cliff-vest after three years, subject to an adjusted diluted earnings per share threshold, and long-term performance plan awards that cliff vest after three years, subject to attainment of revenue and return on invested capital goals. | | FY2014 Restricted Units | Restricted stock units granted during Fiscal Year 2014 attained the adjusted diluted earnings per share performance threshold necessary to vest on July 29, 2016. | | FY2014 Long-Term Performance Plan Awards | Long-term performance plan awards, which is the Company’s three-fiscal year cash incentive program, granted during Fiscal Year 2014 were based 50% on revenue growth and 50% on return on invested capital results and paid out at 100.00% of target award opportunity. |

  48. Pay Versus Performance

    Pay Versus Performance In addition to ensuring that the annual and long-term cash incentive plan payouts align with performance, the Compensation Committee evaluates how the amount of annual cash compensation aligns with the Company’s performance when ranked against the comparison group. For purposes of this analysis, annual cash compensation represents the actual base salaries and annual bonuses paid for the last completed fiscal year. As shown in the table below for Fiscal Year 2016, total annual compensation for the CEO, CFO, and the average other NEOs is directionally aligned with the Company’s equally weighted composite ranking of “as reported” GAAP measures of size, profitability, and growth, and conservative relative to the Company’s total shareholder return:

  49. Pay Versus Performance

    | One-Year Average Size and Performance Composite Rank | | | Total Annual Compensation (TAC) Rank ($000) | | | | | | | | | 1-Year Total Shareholder Return | | Size | Profitability | Growth | CEO | | | CFO | | | Other NEO | | | | | General Electric (GE) | GILD | ABBV | GE | $9,200 | 100% | GE | $4,100 | 104% | GE | $6,407 | 108% | LMT | | Johnson & Johnson (JNJ) | ABBV | GILD | HON | $7,590 | 207% | UNH | $4,100 | 147% | PFE | $3,087 | 165% | BSX | | Procter & Gamble (PG) | BIIB | AMGN | LMT | $7,081 | 200% | PFE | $3,635 | 200% | CSCO | $2,780 | 208% | GE | | UnitedHealth Group (UNH) | IBM | BIIB | PEP | $6,892 | 148% | MRK | $3,606 | 151% | UNH | $2,567 | 145% | JNJ | | Pfizer (PFE) | JNJ | UNH | KO | $6,200 | 144% | BMY | $2,928 | 189% | MRK | $2,407 | 158% | HON | | IBM (IBM) | MMM | CSCO | PFE | $6,159 | 160% | LMT | $2,880 | 200% | AMGN | $2,391 | 176% | KO | | Intel (INTC) | INTC | ABT | IBM | $6,050 | 90% | CSCO | $2,571 | 207% | BMY | $2,361 | 196% | UNH | | Cisco Systems (CSCO) | MON | LMT | GILD | $5,766 | 150% | INTC | $2,566 | 94% | INTC | $2,283 | 94% | BMY | | Coca-Cola (KO) | QCOM | HON | AMGN | $5,347 | 176% | LLY | $2,560 | 161% | PEP | $2,266 | 120% | PEP | | Pepsico (PEP) | AMGN | UTX | PG | $5,290 | 66% | PEP | $2,554 | 123% | BA | $2,255 | 91% | LLY | | United Technologies (UTX) | PEP | BA | ABT | $5,200 | 109% | AMGN | $2,385 | 176% | KO | $2,219 | 131% | MMM | | Merck (MRK) | LMT | MDT | LLY | $5,123 | 161% | ABBV | $2,309 | n/d | LMT | $2,209 | 198% | STJ | | Boeing (BA) | KO | KO | CSCO | $5,100 | 182% | MDT | $2,038 | 111% | ABBV | $2,185 | n/d | MDT | | Medtronic (MDT) | HON | LLY | MRK | $4,902 | 151% | JNJ | $2,025 | 100% | GILD | $2,144 | 150% | PG | | Gilead Sciences (GILD) | CSCO | IBM | BMY | $4,896 | 196% | ABT | $1,994 | 95% | HON | $2,019 | 221% | DD | | Honeywell (HON) | BA | INTC | BA | $4,788 | 90% | GILD | $1,945 | 148% | LLY | $1,919 | 161% | CSCO | | Amgen (AMGN) | BMY | MMM | ABBV | $4,564 | 96% | KO | $1,928 | 131% | JNJ | $1,840 | 100% | MRK | | Qualcomm (QCOM) | PFE | JNJ | INTC | $4,555 | 94% | BA | $1,700 | 97% | PG | $1,642 | 68% | INTC | | 3M (MMM) | UNH | MON | MDT | $4,553 | 111% | HON | $1,679 | 243% | MDT | $1,588 | 111% | AMGN | | Lockheed Martin (LMT) | PG | STJ | JNJ | $4,354 | 100% | IBM | $1,574 | 90% | IBM | $1,411 | 80% | PFE | | AbbVie (ABBV) | STJ | BSX | UNH | $4,050 | 106% | PG | $1,521 | 66% | ABT | $1,337 | 94% | ABBV | | Abbott Laboratories (ABT) | UTX | BMY | MMM | $3,778 | 105% | MMM | $1,174 | 95% | STJ | $1,319 | 97% | BA | | Bristol-Myers Squibb (BMY) | LLY | PEP | MON | $3,485 | 70% | QCOM | $1,159 | 40% | UTX | $1,315 | 64% | UTX | | Lilly (LLY) | MRK | PFE | BSX | $2,793 | 150% | DD | $1,088 | 40% | MON | $1,140 | 70% | IBM | | Du Pont (DD) | DD | PG | BIIB | $2,720 | 56% | UTX | $1,075 | 54% | MMM | $1,111 | 100% | GILD | | Biogen Idec (BIIB) | MDT | MRK | STJ | $2,564 | 97% | BIIB | $1,032 | 56% | BSX | $1,004 | 128% | ABT | | Monsanto (MON) | GE | GE | DD | $2,443 | 40% | BSX | $1,016 | 150% | BIIB | $931 | 56% | MON | | Boston Scientific (BSX) | ABT | QCOM | QCOM | $2,167 | 45% | MON | $953 | 70% | DD | $871 | 40% | QCOM | | St. Jude Medical (STJ) | BSX | DD | UTX | $2,150 | 39% | STJ | $888 | 97% | QCOM | $725 | 55% | BIIB | | Medtronic Rank = 54% | MDT Rank = 18% | MDT Rank = 63% | Medtronic Rank = 37% | | | Medtronic Rank = 56% | | | Medtronic Rank = 36% | | | MDT Rank = 58% | | Medtronic Composite Rank = 45% | | | Medtronic Composite Rank = 43% | | | | | | | | | |

  50. Pay Versus Performance

    | — | Italicized percentages under TAC columns represent actual annual bons payouts as a percentage of target bonus |

  51. Pay Versus Performance

    | — | Other NEO for Medtronic represents the average of Coyle, Hanson and Lerman |

  52. Compensation Governance Practices

    | ➤ | Change-of-Control Policy: Our Change-of-Control (CIC) Policy requires a “double trigger” and only applies if a participant is involuntarily terminated without cause or terminates employment for good reason within three years after a CIC event. Our CIC policy also does not provide for any “golden parachute” excise tax gross-up; |

  53. Compensation Governance Practices

    | ➤ | Stock Ownership Policy: Our Stock Ownership Policy requires the CEO to maintain ownership of Company shares equal to six (6) times annual salary and other NEOs to maintain shares equal to three (3) times annual salary. Until this guideline is met, the CEO must retain 75% of after-tax profit shares received through settlement of equity compensation awards and other NEOs must retain 50% of such shares. Once the guideline is met, our policy also requires that the CEO and other NEOs retain 75% and 50%, respectively, of after-tax profit shares received upon the vesting of an equity award for at least one year following the grant date of such award. As of July 14, 2016, all NEOs are in compliance with our Stock Ownership Policy; |

  54. Compensation Governance Practices

    | ➤ | Forfeiture Policy: Our Stock Award and Incentive Plan provides that stock awards are forfeited when an NEO terminates employment with us for any reason other than retirement, disability, death, or termination under specific circumstances related to a Change in Control; |

  55. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee has engaged Frederic W. Cook & Co., Inc., an independent outside compensation consulting firm (the “Independent Consultant”), to advise the Compensation Committee on all matters related to executive officer compensation. Specifically, the Independent Consultant conducts an annual competitive market analysis of total compensation for NEOs, provides relevant market data, updates on compensation trends and regulatory developments, and counsels on program designs and specific compensation decisions related to our CEO and other executives. This is the only work completed by Frederic W Cook & Co, Inc. for Medtronic and such work is at the discretion and direction of the Committee. In June 2013, the Compensation Committee adopted enhanced independence standards for outside consultants that mirror the New York Stock Exchange (“NYSE”) listing standards. This policy established an assessment framework to confirm and report on a consultant’s independence. It also requires a consultant to confirm its independent status according to the Compensation Committee’s standards. The Compensation Committee reviews and confirms the independence of its outside consultants on an annual basis. In light of the new NYSE listing standards, the Compensation Committee has considered the independence of the Independent Consultant. In connection with this process, the Compensation Committee has reviewed, among other items, a letter from the Independent Consultant addressing its independence and the members of the consulting team serving the Committee, including the following factors: (i) other services provided to us by the Independent Consultant, (ii) fees paid by us as a percentage of the Independent Consultant’s total revenue, (iii) policies or procedures of the Independent Consultant that are designed to prevent conflicts of interest, (iv) any business or personal relationships between the senior advisor of the consulting team with a member of the Compensation Committee, (v) any Company stock owned by the senior advisor or any member of his immediate family, and (vi) any business or personal relationships between our executive officers and the senior advisor. The Compensation Committee discussed these considerations and concluded that the work performed by the Independent Consultant and its senior advisor involved in the engagement did not raise any conflict of interest.

  56. Executive Compensation Philosophy

    | ➤ | Market Competitive. We offer market competitive total direct compensation consisting of base salary, an annual cash incentive and long-term cash and equity incentives. |

  57. Executive Compensation Philosophy

    | ➤ | Pay-for-Performance. We emphasize pay for performance by fixing at least 75% of target total direct compensation (base salary + target annual incentive + target long-term incentive) on the attainment of annual and long-term company performance goals. |

  58. Executive Compensation Philosophy

    | ➤ | Experience/Performance Adjustment. We leverage data from the market median of our compensation comparison group to identify our competitive market for talent and then we make appropriate adjustments for each NEO to ensure their competitive compensation is reflective of the NEO’s experience and performance. |

  59. Executive Compensation Philosophy

    | ➤ | 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 are derived from our Board-approved annual operating plan and our Board-approved long-term strategic plan which are shared with investors. |

  60. Executive Compensation Philosophy

    | ➤ | Focus on Quality. We emphasize quality through our annual incentive plan as payouts thereunder can be reduced if a quality compliance modifier performance threshold is not achieved. The quality modifier, which may reduce but not increase a payout, is based on maintaining quality standards that prevent U.S. Food and Drug Administration inspection observations and warning letters and is designed not to impede proactive quality actions such as product recalls and complaint handling procedures. |

  61. Executive Compensation Peer Review

    Executive Compensation Peer Review The Compensation Committee considers relevant market pay practices when establishing executive compensation levels and evaluating compensation programs including base salary, annual incentive and long-term incentive. To facilitate our ability to benchmark competitive compensation levels and practices, the Compensation Committee established a 28-company compensation comparison group (“Comparison Group”). The Compensation Committee selected companies that comprise of the Comparison Group after discussing various recommendations from the Independent Consultant. The Comparison Group is selected using Committee approved criteria designed to identify companies that reflect:

  62. Executive Compensation Peer Review

    | ➤ | Our size (measured by revenue, market capitalization, and other size measures) |

  63. Executive Compensation Peer Review

    | ➤ | Our complexity (global footprint and the Medical Device and Life Sciences industry). |

  64. Executive Compensation Peer Review

    | ➤ | Companies with whom we are most likely to compete for talent. |

  65. Executive Compensation Peer Review

    The Compensation Committee utilizes benchmarking data from the Comparison Group to establish a competitive market median range within which individual NEO pay can be positioned to reflect each incumbent’s experience and performance. Consistent with our pay-for-performance philosophy, we establish an award range for short-term and long-term incentives that generates above-market pay for above-market performance and below-market pay for below-market performance. In addition to the competitive market information, the Compensation Committee also reviews information about performance, potential, expertise, and experience for each NEO, and in certain circumstances the Compensation Committee may deviate from the targeted median range when warranted by review of such factors. The following table summarizes the selection criteria used by the Compensation Committee to select the Comparison Group:

  66. Executive Compensation Peer Review

    | Selection Criteria | | | Start with the 200 largest U.S. companies on revenue (Fortune 200) and market capitalization | | | Limit to 6 Global Industry Classification Standard Sectors 1. Health Care 2. Consumer Discretionary 3. Consumer Staples 4. Industrials 5. Information Technology 6. Materials | Consider the following criteria for selecting companies 1. Overall company size 2. Health care company 3. Global operations 4. Manufacturer 5. Government contractor 6. Information technology hardware 7. Geographic competitor |

  67. Executive Compensation Peer Review

    Summarized below is a comparison of the Company to the Comparison Group in various measures of company financial and market size at the middle of Fiscal Year 2016:

  68. Executive Compensation Peer Review

    | | Latest 4 Quarters ($Mil.) | | Latest Quarter ($mil.) | | FYE Total Employees | 10/31/2015 Market Capital. | Composite Percentile Rank | | Company Name | Net Revenue | Operating Inc. (EBIT) | Total Assets | Total Equity | | | | | General Electric | $146,598 | $17,475 | $581,310 | $111,204 | 305,000 | $291,989 | 97% | | Johnson & Johnson | $70,517 | $18,850 | $133,266 | $71,554 | 126,500 | $279,544 | 89% | | Procter & Gamble | $74,035 | $15,141 | $129,265 | $61,220 | 110,000 | $207,797 | 83% | | Pfizer | $47,922 | $14,516 | $170,867 | $66,811 | 78,300 | $208,580 | 79% | | UnitedHealth Group | $146,941 | $11,318 | $108,272 | $33,114 | 170,000 | $112,311 | 77% | | Intl Business Machines | $83,795 | $17,499 | $108,649 | $13,294 | 379,592 | $135,893 | 76% | | Intel | $55,162 | $14,580 | $98,552 | $57,097 | 106,700 | $159,785 | 73% | | Cisco Systems | $49,598 | $11,853 | $111,773 | $59,985 | 71,833 | $146,764 | 70% | | Coca-Cola | $45,166 | $10,427 | $93,008 | $26,049 | 129,200 | $184,180 | 68% | | PepsiCo | $64,419 | $9,830 | $69,902 | $13,604 | 271,000 | $148,876 | 65% | | United Technologies | $63,978 | $9,618 | $92,135 | $30,525 | 211,500 | $87,292 | 64% | | Merck | $39,765 | $8,489 | $101,232 | $45,587 | 70,000 | $153,957 | 62% | | Boeing | $97,009 | $8,037 | $98,998 | $6,740 | 165,500 | $99,204 | 59% | | Medtronic plc | $28,531 | $5,232 | $104,626 | $52,809 | 92,500 | $104,494 | 54% | | Gilead Sciences | $31,447 | $21,340 | $50,637 | $17,418 | 7,000 | $162,087 | 52% | | Honeywell Intl. | $38,865 | $6,335 | $46,625 | $17,760 | 127,000 | $79,597 | 45% | | Amgen | $21,457 | $8,396 | $71,869 | $27,967 | 17,900 | $119,426 | 44% | | QUALCOMM | $25,281 | $7,455 | $50,796 | $31,421 | 33,000 | $93,361 | 43% | | 3M | $30,695 | $7,108 | $33,258 | $12,186 | 89,800 | $96,796 | 36% | | Lockheed Martin | $45,745 | $5,364 | $39,617 | $2,813 | 112,000 | $67,553 | 34% | | AbbVie | $21,911 | $7,796 | $54,832 | $4,863 | 26,000 | $98,572 | 33% | | Abbott Laboratories | $20,573 | $3,288 | $41,725 | $21,111 | 77,000 | $66,772 | 31% | | Du Pont | $32,172 | $3,983 | $40,302 | $10,770 | 63,000 | $55,564 | 28% | | Lilly | $19,704 | $3,884 | $36,305 | $15,221 | 39,135 | $86,515 | 27% | | Bristol-Myers Squibb | $16,531 | $3,737 | $31,779 | $15,079 | 25,000 | $110,023 | 26% | | Monsanto | $15,001 | $4,016 | $21,920 | $6,990 | 22,500 | $41,002 | 14% | | Biogen Idec | $10,562 | $4,891 | $20,728 | $10,573 | 7,550 | $64,756 | 14% | | Boston Scientific | $7,314 | $1,047 | $18,215 | $6,410 | 24,000 | $24,568 | 7% | | St Jude Medical | $5,533 | $1,352 | $11,125 | $3,997 | 16,000 | $17,978 | 2% | | 75th Percentile | $64,088 | $12,519 | $102,992 | $36,232 | 127,550 | $155,414 | | | Mean | $47,418 | $9,201 | $88,106 | $28,620 | 102,929 | $121,455 | | | Median | $39,315 | $8,217 | $62,367 | $17,589 | 77,650 | $104,614 | | | 25th Percentile | $21,236 | $4,672 | $38,789 | $10,721 | 25,750 | $76,586 | | | Medtronic plc Rank | 36% | 29% | 76% | 80% | 56% | 50% | |

  69. Executive Compensation Peer Review

    | –– | Companies are ranked in descending order based on overall average percentile rank |

  70. Executive Compensation Peer Review

    | –– | All financial and market data are taken from Standard & Poor’s Capital IQ |

  71. Fiscal Year 2016 Annual Incentive Target Pay

    Fiscal Year 2016 Annual Incentive Target Pay Using the same analytical approach described for the annual base salary, the Independent Consultant identifies the median range (based on incentive opportunities at our Comparison Group) for annual incentive target pay for the CEO and each NEO, which is set as a percentage of annual base salary. The table below shows Fiscal Year 2016 CEO and NEO target annual incentive pay as a percentage of base salary.

  72. Fiscal Year 2016 Annual Incentive Target Pay

    | Name | FY2015 MIP Target | FY2016 MIP Target | % Increase/ (Decrease) | | Omar Ishrak(1) | 148.75% | 175% | 17.6% | | Gary L. Ellis(2) | 97.50% | 120% | 23.1% | | Michael J. Coyle | 85% | 100% | 17.6% | | Bradley E. Lerman | 85% | 85% | 0% | | Bryan C. Hanson | 85% | 100% | 17.6% |

  73. Fiscal Year 2016 Annual Incentive Target Pay

    | Mr. Ishrak’s annual incentive (MIP) target incorporates an increase to 175% effective for Q4 of FY15. The MIP target change is to align with the Company’s updated Comparison Group.(1) |

  74. Fiscal Year 2016 Annual Incentive Target Pay

    | Mr. Ellis’ annual incentive (MIP) target incorporates an increase to 120% effective for Q4 of FY15. The MIP target change is to align with the Company’s updated Comparison Group.(2) |

  75. Fiscal Year 2016 Long-Term Incentive Plan (LTIP) Target Pay

    Fiscal Year 2016 Long-Term Incentive Plan (LTIP) Target Pay Using the same analytical approach described for the annual base salary and annual target incentive, the Independent Consultant identifies the median range (based on incentive opportunities at our Comparison Group) for long-term incentive plan target pay for the CEO and each NEO, which is set as a percentage of annual base salary. For Fiscal Year 2016, the annual target incentive award for NEOs other than Mr. Hanson increased by a more significant percentage than prior years to reflect the change in the market competitive median values associated with the acquisition of Covidien and the resulting increase in such NEO’s duties and responsibilities. Mr. Hanson’s increase was less because his LTIP target had already been adjusted to an appropriate market competitive level at the time he joined Medtronic via the Covidien acquisition. The table below shows Fiscal Year 2016 CEO and NEO target annual incentive pay as a percentage of base salary.

  76. Fiscal Year 2016 Long-Term Incentive Plan (LTIP) Target Pay

    | Name | FY2015 LTIP Target (000’s) | FY2016 LTIP Target (000’s) | % Increase | | Omar Ishrak | $10,500 | $13,000 | 23.8% | | Gary L. Ellis | $3,350 | $4,375 | 30.6% | | Michael J. Coyle | $2,675 | $3,650 | 36.4% | | Bradley E. Lerman | $1,875 | $2,800 | 49.3% | | Bryan C. Hanson | $2,675 | $2,900 | 8.4% |

  77. Fiscal Year 2016 Annual Incentive Plan Design

    Fiscal Year 2016 Annual Incentive Plan Design Annual incentive compensation supports the Compensation Committee’s pay-for-performance philosophy and aligns individual goals with Company goals as set forth in the Company’s Annual Operating Plan. Under the Medtronic Incentive Plan, executives are eligible for cash awards based on the Company’s attainment of performance measures established by the Compensation Committee and the Board of Directors as part of the annual and strategic planning process. Consistent with past practice, the Compensation Committee structured the Fiscal Year 2016 annual incentive plan as follows:

  78. Fiscal Year 2016 Annual Incentive Plan Design

    | ➤ | At the beginning of the fiscal year, the Compensation Committee established performance measures and goals based on the Board of Director approved annual operating and longer-term strategic plans, which included the financial and strategic measures being assessed, performance targets for each measure, including threshold, target and maximum performance requirements. |

  79. Fiscal Year 2016 Annual Incentive Plan Design

    | ➤ | Also at the beginning of the fiscal year, the Compensation Committee set individual target awards for each executive, expressed as a percentage of base salary, based on the executive’s level of responsibility and upon an examination of compensation information from our Comparison Group and market data. |

  80. Fiscal Year 2016 Annual Incentive Plan Design

    | ➤ | After the close of the fiscal year, the Compensation Committee received a report from management regarding Company and business unit performance against the pre-established performance goals. Awards were based on each NEO’s individual award target percentage and the overall Company and/or individual business unit’s performance relative to the specific performance goal, as certified by the Compensation Committee. |

  81. Fiscal Year 2016 Annual Incentive Plan Design

    In establishing the annual incentive plan design, the Compensation Committee, in consultation with its Independent Consultant and Company management, considered shareholder feedback, competitive benchmarking and the Company’s strategic imperatives. When considering the Fiscal Year 2016 plan design, the Compensation Committee considered as significant the overwhelming support expressed by shareholders in prior say-on-pay proposals (i.e., 96% support for Fiscal Year 2015). Additionally, the Compensation Committee selected performance measures that were part of the Company’s Annual Operating Plan and that represent the best financial measures of annual executive performance expectations. Accordingly, the key design elements of the Fiscal Year 2016 plan, which are substantially the same as our Fiscal Year 2015 plan, are as follows:

  82. Fiscal Year 2016 Annual Incentive Plan Design

    | ➤ | The performance measures, which were weighted equally (1/3 each), were diluted earnings per share, revenue growth and cash-flow (see the table on the following page for detail about each performance measure). The diluted earnings per share measure was also designated to be the plan threshold |

  83. Fiscal Year 2016 Annual Incentive Plan Design

    | performance measure that had to be achieved in order for any payout to be made under the plan. If the minimum performance goal for the diluted earnings per share measure was not satisfied, then the plan provided no payout irrespective of the results of the other performance measures. |

  84. Fiscal Year 2016 Annual Incentive Plan Design

    | ➤ | In addition to setting these three performance measures, the Compensation Committee also established minimum, target and maximum performance requirements for each measure. If the minimum performance requirement for a measure was not met, then no payout for that particular measure was payable (and no payout was made at all if the diluted earnings per share minimum performance requirement was not met). If the maximum performance requirement for a measure was exceeded, then any payout associated with that measure was capped at the maximum performance level, which was 200% of target. |

  85. Fiscal Year 2016 Annual Incentive Plan Design

    | ➤ | Although not a performance measure, the Compensation Committee included a Quality Compliance Modifier as part of the plan design to foster a culture of compliance and reinforce the importance of quality. Accordingly, if the Company did not meet the requisite quality score, the payout is reduced by five (5) percentage points. The Quality Compliance Modifier cannot increase a payout — it can only reduce a payout. |

  86. Fiscal Year 2016 Annual Incentive Plan Calculation Methodology

    Fiscal Year 2016 Annual Incentive Plan Calculation Methodology

  87. Fiscal Year 2016 Annual Incentive Plan Calculation Methodology

    | ➤ | In calculating the annual incentive plan results, if the minimum performance for a measure is met, then a performance multiplier for each performance measure is determined and the overall performance score is calculated. For each performance measure, the performance multiplier would be 0 if performance is below the minimum, 0.5x if performance is at threshold, 1x if performance is at target and 2x if performance is at or above the maximum performance level. The performance multiplier for each performance measure is multiplied by the weighted percentage to obtain a performance score for that measure. The performance scores for each measure are added together for an overall performance score, taking into account the Quality Compliance Modifier. That overall performance score is then multiplied by the applicable NEO’s individual target award and eligible earnings to arrive at the actual payment amount, as illustrated below: |

  88. Fiscal Year 2016 Annual Incentive Plan Performance Measures

    Fiscal Year 2016 Annual Incentive Plan Performance Measures At the Compensation Committee’s June 2015 meeting, the Committee approved the target performance goal and performance range for each of the three equally weighted performance measures. The targets come directly from the Company’s Board-approved Annual Operating Plan and the performance range is derived from the median performance range structure used by our Comparison Group as well as ensuring the three measures are aligned with each other. The following table provides details about the performance measures, targets, and performance range:

  89. Fiscal Year 2016 Annual Incentive Plan Performance Measures

    | Measure | Rationale | Performance Targets | | | Weight | | Revenue Growth Over Prior Year (Constant Currency) | Top line growth continues to be a key Company strategy, reflecting market development, market penetration, and market share performance | Minimum | Target | Maximum | 1/3 of Payout | | | | 0.8% | 6.2% | 11.5% | | | Diluted Earnings Per Share Growth (Non-GAAP) | Earnings both from operating efficiency and financial management is a key driver of returns to shareholders | Minimum | Target | Maximum | 1/3 of Payout | | | | $3.92 | $4.35 | $4.79 | | | Cash-Flow Indicator | Cash flow generated from operations plus management of short-term receivables, inventory, and payables is a key driver of the Company’s ability to re-invest and provide returns to shareholders | Minimum | Target | Maximum | 1/3 of Payout | | | | $5,318 | $5,909 | $6,500 | | | Quality Compliance Modifier Performance Threshold | Maintain high quality system compliance measured through FDA inspection results | A Score of 25 Points or Less | | | A score of more than 25 points reduces payout by five (5) percentage points |

  90. Fiscal Year 2016 Annual Incentive Plan Performance Measures

    For purposes of the annual incentive calculation, “diluted earnings per share” refers to non-GAAP diluted earnings per share as reported to shareholders. A reconciliation of the GAAP to non-GAAP diluted earnings per share is included in Appendix A to this proxy statement. Revenue growth is defined as the annual growth rate in revenue excluding the effects of foreign exchange rates, and is expressed as a percentage growth rate. Cash Flow Indicator is defined as profit after tax exclusive of special charges, plus or minus changes in accounts receivable, inventories, and accounts payable. The cash flow indicator only includes changes in assets and liabilities that best reflect annual operations. This calculation excludes the effects of foreign exchange rates. Quality Compliance Modifier Performance Threshold uses a score measured as follows: FDA Inspections = Average Number of Findings per Inspection X 10 points Non-Material FDA Warning Letter = 1 point per finding Material FDA Warning Letter = 25 points

  91. Fiscal Year 2016 Long-Term Incentive Plan (LTIP) Design

    Fiscal Year 2016 Long-Term Incentive Plan (LTIP) Design Using the same analytical approach described for annual base salary and short-term incentives, the Independent Consultant identifies a +/- 20% median range for long-term incentive target pay for the CEO and each NEO. Target LTIP is expressed as a fixed dollar value from which the underlying shares are determined based on the market price at the close of business on the grant date. The LTIP target is split equally between three components; stock options, restricted stock units, and a three-year cash incentive plan called the Long-Term Performance Plan (LTPP). For example, a hypothetical target LTIP of $2,400,000 would be granted as $800,000 stock options (full-value equivalent), $800,000 restricted stock units, and $800,000 under the LTPP. Note that full-value equivalent for stock options use a four-to-one conversion ratio for the purposes of setting the LTIP target. This value conversion ratio will differ slightly from the Company’s Black-Scholes grant date valuation used for accounting expense purposes under FASB ASC Topic 718.

  92. Fiscal Year 2016 Long-Term Incentive Plan Components

    Fiscal Year 2016 Long-Term Incentive Plan Components Stock Options: Stock options are a performance-based compensation component that ties one-third of the target LTIP value to stock price appreciation and shareholder value creation. Stock options only have value when the market price exceeds the exercise price. All stock option grants have an exercise price that is equal to the market close stock price on the date of grant. Stock options have a ten year term and vest in equal increments of 25% each year beginning one year after the date of grant. Restricted Stock Units (RSU): Restricted stock units represent the second one-third of the target LTIP value that is primarily intended to deliver a market competitive level of stock ownership. The RSU grants cliff vest (100%) on the third anniversary of the grant date. Unlike the more commonly used time-based RSUs, ours include a three-year minimum performance threshold that must be met before the RSUs vest. For Fiscal Year 2016 RSU grants, the performance threshold was set as the diluted earnings per share cumulative compound annual growth rate (cumulative CAGR) of 3%. The threshold is intentionally less than our externally communicated target performance, consistent with the primary stock ownership intention of RSU grants; however, the cumulative CAGR is still a challenging performance threshold because the cumulative CAGR measure means that each year’s growth is counted versus the standard CAGR which measures only the beginning and ending points. Long-Term Performance Plan (LTPP): Our LTPP is a three-year cash incentive plan that is based on long-term measures of Company performance. Our LTPP design was established following an extensive review completed by the Compensation Committee, Independent Consultant, and management. The review considered shareholder feedback, competitive benchmarking, and the Company’s short-term and long-term strategic imperatives. The LTPP is tied to longer term financial performance measures that are not influenced by variability in the stock market. The LTPP pays in cash after the end of the three fiscal year performance period, provided a minimum level of diluted earnings per share is attained. A new LTPP award grant and performance period is established at the beginning of each Fiscal Year, as part of the LTIP award grant. Because three-year performance periods overlap, performance goals are established at the start of each performance period and, once established, do not change.

  93. Fiscal Year 2016 Long-Term Incentive Plan Calculation Methodology

    Fiscal Year 2016 Long-Term Incentive Plan Calculation Methodology

  94. Fiscal Year 2016 Long-Term Incentive Plan Calculation Methodology

    | ➤ | For each performance measure, the performance multiplier would be 0 if performance is below the minimum, 0.5x if performance is at threshold, 1x if performance is at target and 2x if performance is at or above the maximum performance level. The performance multiplier for each performance measure is multiplied by the weighted percentage to obtain a performance score for that measure. The performance scores for each measure are added together for an overall performance score. That overall performance score is then multiplied by the applicable NEO’s individual target award to arrive at the actual payment amount. |

  95. Fiscal Year 2016 Long-Term Performance Plan Measures

    Fiscal Year 2016 Long-Term Performance Plan Measures At the Compensation Committee’s June 2015 meeting, the Committee approved the LTPP performance measures and targets for the Fiscal Year 2016 to 2018 performance cycle. The targets were established based on Medtronic’s strategic plan and aligned with goals disclosure to investors. The revenue growth measure, target, and performance range are different from the annual incentive plan because they are being measured for a three-fiscal year performance period with growth measured as a Cumulative Compound Annual Growth Rate. This means performance in all three fiscal years counts versus counting only the beginning and ending points used for a standard Compound Annual Growth Rate measure. The return on invested capital measure reflects our Company’s capital structure following the Covidien acquisition. The following table provides detailed information about each performance measure:

  96. Fiscal Year 2016 Long-Term Performance Plan Measures

    | Measure | Rationale | Targets | | | Weight | | Three-year Revenue Growth | Uses a cumulative compound annual growth rate (Cumulative CAGR) over three fiscal years, which is a more rigorous measure of sustained revenue growth. | Minimum 0% | Target 5% | Maximum 10% | 50% | | ROIC | ROIC measures all components of management’s responsibility to generate sustained, long-term returns on invested capital. | Minimum 10% | Target 13% | Maximum 18% | 50% |

  97. Fiscal Year 2016 Long-Term Performance Plan Measures

    Revenue growth is defined as Medtronic’s 3-year cumulative compounded annual revenue growth measured at constant currency, but otherwise including all other GAAP components (acquisitions, divestitures, etc.). Return on invested capital is defined as non-GAAP earnings plus interest expense net of tax, divided by invested capital for each year, averaged over the 3-year period.

  98. Fiscal Year 2016 Annual and Long-Term Incentive Plan Payouts

    Fiscal Year 2016 Annual and Long-Term Incentive Plan Payouts

  99. Fiscal Year 2016 Annual Incentive Plan Results and Payouts

    Fiscal Year 2016 Annual Incentive Plan Results and Payouts At the Compensation Committee’s June 2016 meeting, the Committee reviewed performance against the incentive plan targets for Fiscal Year 2016 and approved the resulting CEO and NEO annual incentive plan payout percentage and payments as follows: Annual Incentive Plan Financial Results:

  100. Fiscal Year 2016 Annual Incentive Plan Results and Payouts

    | | Diluted EPS(2) | Revenue Growth | Cash Flow Indicator | Total Payout Percent | | | FY16 Actual | $4.33 | 7.4% | $6,057 | | | | FY16 Target | $4.35 | 6.2% | $5,909 | | | | Payout Level | 97.7% | 124.7% | 125.1% | | | | Objective Weight | 33.33% | 33.33% | 33.33% | | | | Award Level | 32.57% | 41.58% | 41.69% | = 115.84 | | | Quality Compliance Modifier | — | — | — | (5.00 | %) (1) | | Award Level | — | — | — | = 110.84 | %(2) |

  101. Fiscal Year 2016 Annual Incentive Plan Results and Payouts

    | The Quality Compliance Modifier was applied resulting in a five (5) percentage point reduction.(1) |

  102. Fiscal Year 2016 Annual Incentive Plan Results and Payouts

    | The above results are adjusted for non-recurring items.(2) |

  103. Fiscal Year 2016 Annual Incentive Plan Results and Payouts

    Annual Incentive Plan Quality Compliance Modifier: The Quality Compliance Modifier performance threshold was achieved for Fiscal Year 2016 based solely on average findings per regulatory inspection and no warning letters, which are the two metrics used for the Modifier as reflected in the table below. However, the Company’s performance with other quality metrics such as Class I recalls and product holds was not at Medtronic’s standards. Although these metrics are not suitable for the incentive plan, the Compensation Committee takes into consideration and exercises its discretion to apply the MIP Quality Compliance Modifier for Fiscal Year 2016, resulting in a five (5) percentage point decrease to the MIP payout from 115.84% to 110.84% of target.

  104. Fiscal Year 2016 Annual Incentive Plan Results and Payouts

    | | | Score | | | | | Multiplier | FY14 | FY15 | FY16 | | Material Warning Letter | 20 | 20 | 0 | 0 | | Non-material Warning Letter Findings | 1 | 6 | 0 | 0 | | Average Findings per inspection | 10 | 6.25 | 6.00 | 3.09 | | Fiscal Year Total | | 32.25 | 6.00 | 3.09 | | Goal – Not to exceed | | | | 25.00 |

  105. Fiscal Year 2016 Annual Incentive Plan Results and Payouts

    Annual Incentive Plan Payments:

  106. Fiscal Year 2016 Annual Incentive Plan Results and Payouts

    | Participant | FY2016 Actual Performance | FY2016 MIP Target | FY2016 MIP Award | | Omar Ishrak | 110.84% | 175% | $3,004,758.23 | | Gary L. Ellis | 110.84% | 120% | $1,163,820.00 | | Michael J. Coyle | 110.84% | 100% | $886,720.00 | | Bradley E. Lerman | 110.84% | 85% | $706,605.00 | | Bryan C. Hanson | 110.84% | 100% | $847,926.00 |

  107. Fiscal Year 2016 Long-Term Incentive Plan Results and Payouts

    Fiscal Year 2016 Long-Term Incentive Plan Results and Payouts

  108. Fiscal Year 2014 — 2016 Restricted Stock Unit Payout Results

    Fiscal Year 2014 — 2016 Restricted Stock Unit Payout Results At the Compensation Committee’s June 2016 meeting, the Committee certified the attainment of the 3% cumulative CAGR diluted earnings per share performance threshold results for the restricted stock unit performance period that began in Fiscal Year 2014 and was completed at the end of Fiscal Year 2016.

  109. Fiscal Year 2014 — 2016 Long-Term Performance Plan (LTPP) Payout Results

    Fiscal Year 2014 — 2016 Long-Term Performance Plan (LTPP) Payout Results At the Compensation Committee’s June 2016 meeting, the Committee certified the results for the LTPP performance period that began in Fiscal Year 2014 and was completed at the end of Fiscal Year 2016. Payments of awards for this LTPP performance period were made during the first fiscal quarter of 2016 and can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 48. The following table shows the results for FY2014-FY2016 Long-Term Performance Plan (LTPP) and the resulting Total Payout Percent:

  110. Fiscal Year 2014 — 2016 Long-Term Performance Plan (LTPP) Payout Results

    | Year | Revenue Growth(1) | | ROIC(2) | | | FY2014 | 3.3 | | 13.3 | | | FY2015 | 22.8 | | 10.5 | | | FY2016 | 49.0 | | 7.8 | | | Total/Average | 17.70 | %(3) | 10.55 | %(4) | | 2014-2016 LTPP Target | 5.0 | | 14.0 | | | Payout Level | 200.0 | | 0 | | | Objective Weight | 50 | | 50 | | | Weighted Payout Percent | 100.0 | | 0.0 | | | Total Payout Percent | 100.00% | | | |

  111. Fiscal Year 2014 — 2016 Long-Term Performance Plan (LTPP) Payout Results

    | Results are reported at GAAP, excluding the impact of foreign exchange rate fluctuation. Q4 FY2015 and FY2016 include Covidien.(1) |

  112. Fiscal Year 2014 — 2016 Long-Term Performance Plan (LTPP) Payout Results

    | Results are reported using Non-GAAP Earnings. Q4 FY2015 and FY2016 include Covidien and are based on Non-GAAP Cash Earnings, including Discretionary Adjustment.(2) |

  113. Fiscal Year 2014 — 2016 Long-Term Performance Plan (LTPP) Payout Results

    | Calculated as a cumulative compound annual growth rate.(3) |

  114. Fiscal Year 2014 — 2016 Long-Term Performance Plan (LTPP) Payout Results

    | Calculated as a 3-year average.(4) |

  115. Fiscal Year 2014 — 2016 Long-Term Performance Plan (LTPP) Payout Results

    Long-Term Performance Plan Payments:

  116. Fiscal Year 2014 — 2016 Long-Term Performance Plan (LTPP) Payout Results

    | Participant | FY14-FY16 Actual Performance | FY14-FY16 Targets | FY14-FY16 Awards | | Omar Ishrak | 100.00% | $3,066,000 | $3,066,000.00 | | Gary L. Ellis | 100.00% | $833,000 | $833,000.00 | | Michael J. Coyle | 100.00% | $767,000 | $767,000.00 | | Bradley E. Lerman(1) | — | — | — | | Bryan C. Hanson(1) | — | — | — |

  117. Fiscal Year 2014 — 2016 Long-Term Performance Plan (LTPP) Payout Results

    | Hired after eligibility closed for FY2014-FY2016 plan.(1) |

  118. Fiscal Year 2014 — 2016 Long-Term Performance Plan (LTPP) Payout Results

    Medtronic measures Earnings Per Share (EPS) performance using the same Non-GAAP EPS that is reported to investors through Medtronic’s Earnings Release. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in Appendix A of this proxy statement.

  119. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan The Company provides all vice presidents, including our NEOs, and highly-compensated employees, with a market competitive nonqualified deferred compensation plan through the Capital Accumulation Plan. Our plan allows these employees to make voluntary deferrals from their base pay and incentive payments, which are then credited with gains or losses based on the performance of selected investment alternatives. These alternatives are the same as those offered in our tax qualified 401(k) Plan for all employees. There are no Company contributions to the plan or Company subsidized returns.

  120. Change of Control Agreements

    Change of Control Agreements Compensation in a change-of-control situation is designed: (1) to protect the compensation already earned by executives and to ensure that they will be treated fairly in the event of a change of control; and (2) to help ensure the retention and dedicated attention of key executives critical to the ongoing operation of the Company. Our change-of-control policy supports these principles. We believe shareholders will be best served if the interests of our executive officers are aligned with shareholders’ interests, and we believe providing change-of-control benefits should incent senior management to objectively evaluate potential mergers or transactions that may be in the best interests of shareholders. Our change-of-control agreements are discussed in more detail in the “Potential Payments Upon Termination or Change of Control” section of “Executive Compensation.” Other than Messrs. Coyle and Ishrak’s agreements, we do not have individual employment contracts with our NEOs relating to compensation other than those associated with a change of control. The agreements for Messrs. Coyle and Ishrak include severance arrangements that are consistent with current Medtronic practices.

  121. Compensation Risk Assessment

    | ➤ | Incentive plans are more heavily weighted towards long-term performance to reduce the incentive to impact adversely long-term performance in favor of maximizing performance in one year; |

  122. Compensation Risk Assessment

    | ➤ | Improper payments or gains from incentives and equity compensation are subject to clawback; |

  123. Compensation Risk Assessment

    | ➤ | Short-term and long-term cash incentive payments are capped at 200% of target payout; |

  124. Compensation Risk Assessment

    | ➤ | Short-term and long-term cash incentive performance targets are established at the beginning of each performance period and are not subject to change. Short and long-term incentive programs use different measures of performance. Short-term cash incentives focus on annual operating plan financial measures such as revenue growth, diluted earnings per share, and cash flow. Long-term cash incentives measure shareholder three-year ROIC and three-year revenue growth relative to our long-term strategic expectations communicated to shareholders and; |

  125. Compensation Risk Assessment

    | ➤ | The Compensation Committee retains discretionary authority to override any incentive plan’s formulaic outcome in the event of unforeseen circumstances. |

  126. Equity Holding

    Equity Holding Medtronic’s executive stock ownership and retention guidelines require the CEO to maintain ownership of stock equal to six (6) times annual salary and other NEOs to maintain stock equal to three (3) times annual salary. Until the ownership guideline is met, the CEO must retain 75% of after-tax profit shares received through settlement of equity compensation awards and other NEOs must retain 50% of such shares. Once the guideline is met, the CEO must retain 75% of after tax profit shares for one year following grant of equity compensation awards and other NEO’s must retain 50% of such shares for one year following grant of equity compensation awards. For purposes of complying with the guidelines, stock is not considered owned if pledged as collateral for a loan. Shares owned outright, legally or beneficially, by an officer or his or her immediate family members, after-tax “in the money” vested but unexercised stock options, after-tax unvested restricted stock units, and shares held in the tax-qualified and nonqualified retirement and deferred compensation plans count towards the guideline. Compliance with these guidelines is measured at the beginning of the first fiscal month of a new fiscal year by the internal team at the Company responsible for handling executive compensation matters and the results of such measurement are reported to the Nominating and Corporate Governance Committee or Compensation Committee, as applicable, after the measurement. On each measurement date, compliance is measured using each executive officer’s base salary then in effect and the average closing price per share of the Company’s ordinary shares on the New York Stock Exchange for the six calendar months preceding the measurement date. As of July 1, 2016, all NEOs are in compliance with the stock ownership and retention policy. For stock options, net after-tax profit shares are those shares remaining after payment of the option’s exercise price and income taxes. For share issuances (restricted stock unit vesting), net gain shares are those shares remaining after payment of income taxes.

  127. Sale and Transfer of Awards

    Sale and Transfer of Awards All stock option, restricted stock, restricted stock unit and performance-based restricted stock/restricted stock unit awards are granted under plans which specifically prohibit the sale, assignment and transfer of awards granted under the plan with limited exceptions such as the death of the award recipient. In addition, the Compensation Committee may allow an award holder to assign or transfer an award. Incentive Compensation Forfeiture: Our Company has a comprehensive Incentive Compensation Forfeiture Policy, which is designed to recoup improper payments or gains paid to executive officers. If the Board determines that any executive officer has received an improper payment or gain, which is an incentive payment or grant paid or awarded to the executive officer due to misconduct, the executive officer must return the improper payment or gain to the extent it would not have been paid or awarded had the misconduct not occurred, including interest on any cash payments. “Misconduct” means any material violation of our Code of Conduct or other fraudulent or illegal activity for which an executive officer is personally responsible as determined by the Board. All executive officers are required to agree to this policy in writing.

  128. Equity Compensation Forfeiture

    Equity Compensation Forfeiture The Company may require the return or forfeiture of cash and/or shares received or receivable in certain circumstances in which an employee has a termination of employment from the Company or any affiliate. The Company may exercise its ability to require forfeiture of awards if the employee receives or is entitled to receive delivery of shares or proceeds under an equity award program within six months prior to or twelve months following the date of termination of employment if the current or former employee engages in any of the following activities: (a) performing services for or on behalf of any competitor of, or competing with, the Company or any affiliate; (b) unauthorized disclosure of material proprietary information of the Company or any affiliate; (c) a violation of applicable business ethics policies or business policies of the Company or any affiliate; or (d) any other occurrence that is consistent with the intent noted in items a — c, as determined by the Compensation Committee of the Board of Directors.

  129. Tax and Accounting Implications

    Tax and Accounting Implications In evaluating compensation programs applicable to our NEOs (including the Company’s annual and long-term incentive plans), the Compensation Committee considers the potential impact on the Company of Section 162(m) of the Internal Revenue Code while maintaining maximum flexibility in the design of our compensation programs and in making appropriate payments to NEOs. The Compensation Committee also considers accounting treatment in the design of the long-term incentive plan.

  130. 2016 Summary Compensation Table

    2016 Summary Compensation Table The following table summarizes all compensation for each of the last three fiscal years awarded to, earned by or paid to the Company’s Chief Executive Officer, Chief Financial Officer, and three other most highly compensated executive officers during fiscal year 2016 (collectively, the named executive officers or “NEOs”). Please refer to the section entitled “Compensation Discussion and Analysis” beginning on page 25 of this proxy statement for a description of the compensation components for Medtronic’s NEOs. A narrative description of the material factors necessary to understand the information in the table is provided below, following the table.

  131. 2016 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation(1) | Total | Total Without Excise Tax Gross-up | | Omar Ishrak | 2016 | $1,548,216 | $0 | $4,333,368 | $3,017,788 | $6,070,758 | $212,185 | $90,299 | $15,272,615 | $15,272,615 | | Chairman and Chief | 2015 | $1,503,123 | $0 | $3,500,062 | $3,078,407 | $5,607,741 | $192,470 | $24,661,275 | $38,543,078 | $13,936,288 | | Executive Officer | 2014 | $1,459,080 | $0 | $3,067,051 | $2,658,962 | $4,682,931 | $198,207 | $52,614 | $12,118,846 | $12,118,846 | | Gary L. Ellis | 2016 | $874,135 | $0 | $1,458,366 | $1,033,031 | $1,996,820 | $667,106 | $35,528 | $6,064,985 | $6,064,985 | | Executive Vice President | 2015 | $828,962 | $0 | $1,117,002 | $1,004,447 | $1,782,587 | $734,266 | $9,061,703 | $14,528,967 | $5,504,302 | | and Chief Financial Officer | 2014 | $774,866 | $0 | $833,009 | $744,075 | $1,452,014 | $537,582 | $34,940 | $4,376,485 | $4,376,485 | | Michael J. Coyle | 2016 | $799,000 | $0 | $1,216,722 | $864,734 | $1,653,720 | $— | $110,221 | $4,644,397 | $4,644,397 | | Executive Vice President | 2015 | $747,577 | $0 | $892,008 | $806,555 | $1,517,824 | $— | $5,650,445 | $9,614,410 | $4,070,276 | | & Group President, Cardiac | 2014 | $724,942 | $0 | $767,012 | $686,416 | $1,306,793 | $— | $106,257 | $3,591,420 | $3,591,420 | | and Vascular Group | | | | | | | | | | | | Bradley E. Lerman(3) | 2016 | $749,039 | $250,000 | $933,348 | $667,416 | $706,605 | $— | $261,504 | $3,567,913 | $3,567,913 | | Senior Vice President, | | | | | | | | | | | | General Counsel, Corporate | | | | | | | | | | | | Secretary | | | | | | | | | | | | Bryan C. Hanson | 2016 | $775,789 | $25,000 | $966,732 | $690,624 | $847,926 | $614 | $115,411 | $3,422,096 | $3,422,096 | | Executive Vice President | 2015 (partial) | $400,758 | $1,000,000 | $3,800,104 | $1,411,736 | $480,727 | $— | $4,844,490 | $11,937,815 | $7,182,656 | | & Group President, Minimally | 2014 | $595,285 | $0 | $1,610,042 | $963,739 | $736,501 | $535 | $80,688 | $3,986,790 | $3,986,790 | | Invasive Therapies Group | 2013 | $556,585 | $0 | $1,300,989 | $719,527 | $585,184 | $— | $54,142 | $3,216,427 | $3,216,427 |

  132. 2016 Summary Compensation Table

    | Fiscal year 2015 includes the cost to Medtronic for the Covidien acquisition-related excise tax gross-up payments, which were payable on behalf of Medtronic’s NEOs. The values for fiscal year 2015 have been updated to represent actual cost to Medtronic. The proxy statement filed on July 24, 2015 included estimated values. Mr. Lerman was not a Named Executive Office for fiscal year 2015.(1) |

  133. 2016 Summary Compensation Table

    | Name | Fiscal Year | Excise Tax Reimbursement(2) | All Other Compensation Excluding Excise Tax Reimbursement | Total All Other Compensation | | Omar Ishrak | 2015 | $24,606,790 | $54,485 | $24,661,275 | | Gary L. Ellis | 2015 | $9,024,665 | $37,038 | $9,061,703 | | Michael J. Coyle | 2015 | $5,544,134 | $106,311 | $5,650,445 | | Bryan C. Hanson | 2015 | $4,755,159 | $89,331 | $4,844,490 |

  134. 2016 Summary Compensation Table

    | This Total only excludes excise tax gross up payments related to the Covidien acquisition.(2) |

  135. 2016 Summary Compensation Table

    | Mr. Lerman was not a Named Executive Officer for fiscal year 2014 or 2015.(3) |

  136. 2016 Summary Compensation Table

    Fiscal Year: The fiscal year column represents the last three fiscal years for Medtronic, with the exception of Mr. Hanson. Mr. Hanson’s fiscal year 2015 represents September 27, 2014 through Medtronic’s fiscal year end on April 24, 2015 and includes compensation received from Covidien prior to January 26, 2015. Mr. Hanson’s fiscal year 2014 and 2013 align with Covidien’s fiscal year end dates, September 26, 2014 and September 27, 2013 respectively. Salary: The salary column represents the base salary earned by the NEO during the applicable fiscal year. This column includes any amounts that the officer may have deferred under the Capital Accumulation Plan, which deferred amounts also are included in the 2016 Nonqualified Deferred Compensation Table on page 57 of this proxy statement. Each of the NEOs, also contributed a portion of his salary to the Medtronic Savings and Investment Plan, our 401(k) Plan. Bonus: Mr. Lerman’s 2016 amount represents 25% of his original sign-on bonus ($1,000,000) which was paid during the fiscal year. Mr. Hanson’s 2016 amount of $25,000 represents a bonus payment following his one year anniversary with Medtronic. Mr. Hanson’s 2015 amount represents a one-time $1,000,000 bonus following the commencement of his employment with the Company. Stock Awards: The stock awards column represents aggregate grant date fair value of restricted stock unit awards and performance-based restricted stock units assuming full (maximum) achievement of applicable performance criteria over the performance period (collectively, the “restricted stock awards”) granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. Accordingly, the grant date fair value was determined by multiplying the number of restricted stock awards by the closing stock price on the date of grant. For a description of the vesting terms of the stock awards, see the narrative disclosure following the 2016 Grants of Plan-Based Awards table on page 50 and the footnotes to the 2016 Outstanding Equity Awards at Fiscal Year End table on page 52 of this proxy statement. Additional information regarding the assumptions used to calculate these amounts are incorporated by reference to Note 10 to the Company’s Form 10-K for fiscal year 2016. Option Awards: The option awards column represents the aggregate grant date fair value of stock option awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. The following table provides the assumptions underlying this estimation:

  137. 2016 Summary Compensation Table

    | | Stock Option Grant Date | | | | | | | July 29, 2013 | October 28, 2013 | July 28, 2014 | February 18, 2015 | August 3, 2015 | | Fair value of options granted | $11.99 | $12.52 | $13.80 | $18.47 | $13.58 | | Assumption used: | | | | | | | Risk-free rate(1) | 1.88% | 1.86% | 2.09% | 1.81% | 1.77% | | Expected volatility(2) | 25.20% | 24.96% | 24.71% | 25.57% | 20.82% | | Expected life(3) | 6.4 yrs | 6.4 yrs | 6.4 yrs | 6.4 yrs | 5.9 yrs | | Dividend yield(4) | 2.02% | 1.94% | 1.94% | 1.55% | 1.95% |

  138. 2016 Summary Compensation Table

    | The risk-free rate is based on the grant date yield of a zero-coupon U.S. Treasury bond whose maturity period equals or approximates the expected term of the option.(1) |

  139. 2016 Summary Compensation Table

    | The expected volatility is based on a blend of historical volatility and an implied volatility of the Company’s ordinary shares. Implied volatility is based on market traded options of the Company’s ordinary shares.(2) |

  140. 2016 Summary Compensation Table

    | The Company analyzes historical employee stock option exercise and termination data to estimate the expected life assumption. The Company calculates the expected life assumption using the midpoint scenario, which combines historical exercise data with hypothetical exercise data, as the Company believes this data currently represents the best estimate of the expected life of a new employee option.(3) |

  141. 2016 Summary Compensation Table

    | The dividend yield rate is calculated by dividing the Company’s annual dividend, based on the most recent quarterly dividend rate, by the closing stock price on the grant date.(4) |

  142. 2016 Summary Compensation Table

    For a description of the vesting terms of the option awards, see the narrative disclosure following the 2016 Grants of Plan-Based Awards table on page 50 and the footnotes to the 2016 Outstanding Equity Awards at Fiscal Year End table on page 52 of this proxy statement. Additional information regarding the assumptions used to calculate these amounts are incorporated by reference to Note 10 to the Company’s Form 10-K for fiscal year 2016. Non-Equity Incentive Plan Compensation: This column reflects the Medtronic MIP and LTPP payments earned by the NEOs during the applicable fiscal year and payable subsequent to fiscal year end. Includes any amounts deferred under the Capital Accumulation Plan (as stated in the 2016 Nonqualified Deferred Compensation table on page 57 of this proxy statement). The table below reflects compensation received by the NEO under each plan for the performance period ending through fiscal year 2016.

  143. 2016 Summary Compensation Table

    | Name | MIP | 2014-2016 LTPP | Total Non-Equity Incentive Plan Compensation | | Omar Ishrak | $3,004,758 | $3,066,000 | $6,070,758 | | Gary L. Ellis | $1,163,820 | $833,000 | $1,996,820 | | Michael J. Coyle | $886,720 | $767,000 | $1,653,720 | | Bradley E. Lerman | $706,605 | $0 | $706,605 | | Bryan C. Hanson | $847,926 | $0 | $847,926 |

  144. 2016 Summary Compensation Table

    For a more detailed description of the terms of the non-equity incentive plan awards, see page 35 of the Compensation Discussion and Analysis and the narrative disclosure following the 2016 Grants of Plan-Based Awards on page 50 of this proxy statement. Change in Pension Value and Nonqualified Deferred Compensation Earnings: This column includes the estimated aggregate increase in the accrued pension benefit under Medtronic’s defined benefit pension plans and Covidien’s Kendall Pension Plan. The change in the present value of the accrued pension benefit is impacted by variables such as additional years of service, age, pay and the discount rate used to calculate the present value of the change. In determining the present value of accrued pension benefits under Medtronic’s plans, a discount rate of 4.31% for fiscal year 2016 (up from 4.20% for fiscal year 2015) was used. In determining the present value of accrued pension benefits for Mr. Hanson under Covidien’s Kendall Pension Plan, a discount rate of 3.71% for fiscal year 2016 (down from 4.20% in fiscal year 2015) was used. The pension values are calculated based on the accrued pension benefits (qualified plan, the nonqualified NRPS and Covidien’s Kendall Pension Plan) as of April 29, 2016, and the fiscal year-end 2016 ASC 715 disclosure assumptions. Assumptions are described in Note 12 to the Company’s Form 10-K for fiscal year 2016. All Other Compensation: The all other compensation column includes the following:

  145. 2016 Summary Compensation Table

    | Name | Fiscal Year | Perquisites and Other Personal Benefits(1) | Tax Reimbursement | Registrant Contributions to Defined Contribution Plans(2) | Total | | Omar Ishrak | 2016 | $76,958 | $1,813 | $11,528 | $90,299 | | Gary L. Ellis | 2016 | $24,000 | $0 | $11,528 | $35,528 | | Michael J. Coyle | 2016 | $24,000 | $7 | $86,214 | $110,221 | | Bradley E. Lerman | 2016 | $180,000 | $17 | $81,487 | $261,504 | | Bryan C. Hanson | 2016 | $24,000 | $13,072 | $78,339 | $115,411 |

  146. 2016 Summary Compensation Table

    | This column represents the aggregate incremental cost of the executives’ business allowances, physical exams, and travel expenses. The value of perquisites and other personal benefits for each NEO are as follows:(1) |

  147. 2016 Summary Compensation Table

    | ➤ | Mr. Ishrak includes a $40,000 business allowance, $33,666 attributable to personal use of Company aircraft, and $3,292 executive physical exam. |

  148. 2016 Summary Compensation Table

    | ➤ | Mr. Ellis includes a $24,000 business allowance. |

  149. 2016 Summary Compensation Table

    | ➤ | Mr. Coyle includes a $24,000 business allowance. |

  150. 2016 Summary Compensation Table

    | ➤ | Mr. Lerman includes a $24,000 business allowance and a $156,000 commuter allowance. |

  151. 2016 Summary Compensation Table

    | ➤ | Mr. Hanson includes a $24,000 business allowance. |

  152. 2016 Summary Compensation Table

    The Company occasionally allows its executives to use tickets for sporting and special events previously acquired by the Company when no other business use has been arranged. There is no incremental cost to the Company for such use.

  153. 2016 Summary Compensation Table

    | This amount reflects the contribution by Medtronic to match contributions NEOs elected to make to the Medtronic Savings and Investment Plan, our 401(k) Plan. Medtronic provides an automatic matching contribution equal to 50% of a participant’s elective deferrals up to 6% of eligible compensation. The Company may also provide a discretionary matching contribution based on our financial performance during the fiscal year that, when combined with the automatic matching contribution, will not exceed 150% of a participant’s elective deferrals up to 6% of eligible compensation. The fiscal year 2016 discretionary matching contribution was based on diluted EPS achievement of $4.33 and equaled an additional $0.225 matching contribution for every $1 elective deferral a participant contributed to the plan up to 6% of eligible compensation. Mr. Hanson participated in the Covidien 401(k) plan from April 25, 2015 through December 31, 2015. The Covidien 401(k) Plan provided a core contribution equal to 3% of an employee’s eligible earnings and a matching contribution equal to 50% of an employee’s elective deferrals up to 6% of eligible earnings. Upon the Covidien 401(k) Plan’s merger with and into the Medtronic 401(k) Plan, effective January 1, 2016, Mr. Hanson commenced participation in the Medtronic 401(k) plan which, for the 2016 fiscal year, included the January 1, 2016 through April 29, 2016 time period. Accordingly, from April 25, 2015 through December 31, 2015, Mr. Hanson received core and matching contributions in the Covidien 401(k) Plan and from January 1, 2016 through April 29, 2016, Mr. Hanson received an automatic matching contribution and discretionary matching contribution in the Medtronic 401(k) Plan. Matching contributions to the Medtronic 401(k) Plan on Mr. Hanson’s behalf were based on his earnings for the January 1, 2016 through April 29, 2016 time period. Mr. Hanson also participated in the Covidien Supplemental Savings and Retirement Plan (“Covidien SSRP”), a nonqualified deferred compensation plan, from April 25, 2015 through March 31, 2016. The Covidien SSRP provided for a 3% Company contribution on eligible earnings that exceeded the IRS Code Section 401(a)(17) limit. Upon the Covidien SSRP’s merger with and into the Medtronic Capital Accumulation Plan, effective April 1, 2016, Mr. Hanson commenced participation in the CAP. Amount for Mr. Coyle includes $74,687 in Company contributions to the qualified defined contribution ($13,250) and nonqualified defined contribution plans ($61,437). Amount for Mr. Lerman includes $69,960 in Company contributions to the qualified defined contribution ($13,250) and nonqualified defined contribution plans ($56,710). Amount for Mr. Hanson includes $66,860 in Company contributions to the Covidien 401(k) Plan) ($1,470) for the period April 25, 2015 through December 31, 2015, Company credits to the Covidien SSRP ($58,328) for the period April 25, 2015 through March 31, 2016 and Company contributions to the Medtronic 401(k) Plan ($7,062) for the period January 1, 2016 through April 29, 2016. For additional information on the nonqualified defined contribution plan, see the 2016 Nonqualified Deferred Compensation table on page 57.(2) |

  154. 2016 Summary Compensation Table

    For additional information on the nonqualified defined contribution plan, see the 2016 Nonqualified Deferred Compensation table on page 57.

  155. 2016 Grants Of Plan-Based Awards

    2016 Grants Of Plan-Based Awards The following table summarizes all plan-based award grants to each of the NEOs during fiscal year 2016. Threshold amounts assume attainment of plan performance thresholds. You should refer to the Compensation Discussion and Analysis sections entitled “Fiscal Year 2016 Annual Incentive Plan Design” on page 36 and “Fiscal Year 2016 Long-Term Incentive Plan Components” beginning on page 38 to understand how plan-based awards are determined. A narrative description of the material factors necessary to understand the information in the table is provided below.

  156. 2016 Grants Of Plan-Based Awards

    | | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards Target (# of shares) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Options Awards ($/Sh) | Grant Date Fair Value of Stock and Options Awards | | Name | Award Type | Grant Date | Approval Date | Threshold | Target | Maximum | | | | | | Omar Ishrak | MIP | | | $451,364 | $2,710,897 | $5,421,794 | | | | | | | LTPP | | | $1,083,334 | $4,333,334 | $8,666,668 | | | | | | | OPT | 08/03/2015 | 06/18/2015 | | | | | 222,223 | 78.00 | $3,017,788 | | | PBRSU | 08/03/2015 | 06/18/2015 | | | | 55,556 | | | $4,333,368 | | Gary L. Ellis | MIP | | | $174,825 | $1,050,000 | $2,100,000 | | | | | | | LTPP | | | $364,584 | $1,458,334 | $2,916,668 | | | | | | | OPT | 08/03/2015 | 06/18/2015 | | | | | 76,070 | 78.00 | $1,033,031 | | | PBRSU | 08/03/2015 | 06/18/2015 | | | | 18,697 | | | $1,458,366 | | Michael J. Coyle | MIP | | | $133,200 | $800,000 | $1,600,000 | | | | | | | LTPP | | | $304,167 | $1,216,668 | $2,433,336 | | | | | | | OPT | 08/03/2015 | 06/18/2015 | | | | | 63,677 | 78.00 | $864,734 | | | PBRSU | 08/03/2015 | 06/18/2015 | | | | 15,599 | | | $1,216,722 | | Bradley E. Lerman | MIP | | | $106,144 | $637,500 | $1,275,000 | | | | | | | LTPP | | | $233,334 | $933,334 | $1,866,668 | | | | | | | OPT | 08/03/2015 | 06/18/2015 | | | | | 49,147 | 78.00 | $667,416 | | | PBRSU | 08/03/2015 | 06/18/2015 | | | | 11,966 | | | $933,348 | | Bryan C. Hanson | MIP | | | $127,373 | $765,000 | $1,530,000 | | | | | | | LTPP | | | $241,667 | $966,668 | $1,933,336 | | | | | | | OPT | 08/03/2015 | 06/18/2015 | | | | | 50,856 | 78.00 | $690,624 | | | PBRSU | 08/03/2015 | 06/18/2015 | | | | 12,394 | | | $966,732 |

  157. 2016 Grants Of Plan-Based Awards

    MIP = Annual performance-based plan award granted under the Medtronic Incentive Plan LTPP = Long-term performance plan award granted under the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan OPT = Nonqualified stock options granted under the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan PBRSU = Performance-based restricted stock units granted under the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan Estimated Future Payouts Under Non-Equity Incentive Plan Awards: Amounts in these columns represent 2016 MIP at threshold, target and maximum performance and future cash payments under the FY2016-FY2018 LTPP. The LTPP provides for annual grants that are earned over a three-year period. Earned payouts under the LTPP can range from 25% to 200% of the target grant based on the Company’s 3-year performance relative to the following metrics: three-year cumulative compounded annual revenue growth rate and ROIC (12-month non-GAAP earnings after the removal of after-tax impact of Amortization and excluding non-recurring items, plus interest expense net of tax all divided by Total Equity plus Interest-Bearing Liabilities less Cash and Cash Equivalents for each year averaged over the three-year period). Earned payouts under the MIP for each individual performance measure (annual revenue growth, diluted EPS, and cash flow indicator) can range from 50% to 200% of the target grant based on Company performance and a quality compliance modifier performance threshold as described on page 37 of this proxy statement. The threshold payout levels described above reflect threshold performance achievement for one performance metric in the respective LTPP and MIP. The maximum dollar value that may be paid to any participant in qualified performance-based awards denominated in cash in any fiscal year is $20 million for the Chief Executive Officer and $10 million for each other participant. Both the MIP and LTPP have separate diluted EPS goals. Estimated Future Payouts Under Equity Incentive Plan Awards: Amounts in this column represent grants of performance-based restricted stock units (PBRSUs). PBRSUs vest 100% on the third anniversary of the date of grant provided Medtronic achieves a minimum three-year cumulative diluted EPS threshold growth rate. Unvested PBRSUs receive dividend equivalent units (DEUs) which are credited and added to the share balance. DEUs are only paid to the extent the underlying PBRSUs are earned. All Other Option Awards/Exercise or Base Price of Option Awards: The exercise or base price of the stock option grant represents the closing market price of Medtronic ordinary shares on the date of grant. Option awards vest 25% on each anniversary of the date of grant over a four year period. Grant Date Fair Value of Stock and Option Awards: This column represents the grant date fair value of each equity award granted in fiscal year 2016 computed in accordance with FASB ASC Topic 718, Compensation —Stock Compensation. For a discussion of the assumptions used in calculating the amount recognized for stock options granted on August 3, 2015 see page 47 of this proxy statement. Additional information regarding the assumptions used to calculate these amounts are incorporated by reference to Note 10 to the Company’s Form 10-K for fiscal year 2016.

  158. 2016 Outstanding Equity Awards at Fiscal Year End

    2016 Outstanding Equity Awards at Fiscal Year End The table below reflects all outstanding equity awards made to each of the NEOs that were outstanding at the end of fiscal year 2016. The market or payout value of unearned shares, units or other rights that have not vested equals $79.15, which was the closing price of Medtronic’s ordinary shares on the New York Stock Exchange on April 29, 2016, and for performance-based restricted stock units and for performance share plan awards presumes that the target performance goals are met.

  159. 2016 Outstanding Equity Awards at Fiscal Year End

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | | | | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Expiration Date | | Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested | | | Name | Option Grant Date | Exer- cisable | Unexer- cisable | | | Grant Date | Number (#)(1) | Market Value ($) | Number (#)(1) | Market or Payout Value ($) | | Omar Ishrak | 07/30/2012 | 217,753 | 72,585 | 38.81 | 07/30/2022 | | | | | | | | 07/29/2013 | 110,882 | 110,883 | 55.32 | 07/29/2023 | 07/29/2013 | | | 58,414 | 4,623,468 | | | 07/28/2014 | 55,768 | 167,305 | 62.76 | 07/28/2024 | 07/28/2014 | | | 57,630 | 4,561,415 | | | 08/03/2015 | 0 | 222,223 | 78.00 | 08/03/2025 | 08/03/2015 | | | 56,405 | 4,464,456 | | Gary L. Ellis | 10/30/2006 | 41,068 | 0 | 48.70 | 10/30/2016 | 07/29/2013 | | | 15,866 | 1,255,794 | | | 10/29/2007 | 41,868 | 0 | 47.77 | 10/29/2017 | 07/28/2014 | | | 18,392 | 1,455,727 | | | 10/27/2008 | 55,188 | 0 | 36.24 | 10/27/2018 | 08/03/2015 | | | 18,983 | 1,502,504 | | | 08/03/2009 | 50,112 | 0 | 35.92 | 08/03/2019 | | | | | | | | 08/02/2010 | 70,984 | 0 | 37.53 | 08/02/2020 | | | | | | | | 08/01/2011 | 91,744 | 0 | 34.88 | 08/01/2021 | | | | | | | | 07/30/2012 | 61,839 | 20,614 | 38.81 | 07/30/2022 | | | | | | | | 10/29/2012 | 1,803 | 601 | 41.60 | 10/29/2022 | | | | | | | | 07/29/2013 | 30,125 | 30,125 | 55.32 | 07/29/2023 | | | | | | | | 07/29/2013 | 904 | 904 | 55.32 | 07/29/2023 | | | | | | | | 07/28/2014 | 17,798 | 53,394 | 62.76 | 07/28/2024 | | | | | | | | 07/28/2014 | 398 | 1,196 | 62.76 | 07/28/2024 | | | | | | | | 08/03/2015 | 0, | 74,787 | 78.00 | 08/03/2025 | | | | | | | | 08/03/2015 | 0 | 1,283 | 78.00 | 08/03/2025 | | | | | | | Michael J. Coyle | 02/01/2010 | 23,175 | 0 | 43.15 | 02/01/2020 | 07/29/2013 | | | 14,609 | 1,156,302 | | | 08/02/2010 | 70,984 | 0 | 37.53 | 08/02/2020 | 07/28/2014 | | | 14,688 | 1,162,555 | | | 08/01/2011 | 84,060 | 0 | 34.88 | 08/01/2021 | 08/03/2015 | | | 15,838 | 1,253,578 | | | 07/30/2012 | 56,661 | 18,887 | 38.81 | 07/30/2022 | | | | | | | | 10/29/2012 | 1,803 | 601 | 41.60 | 10/29/2022 | | | | | | | | 07/29/2013 | 27,720 | 27,721 | 55.32 | 07/29/2023 | | | | | | | | 07/29/2013 | 904 | 904 | 55.32 | 07/29/2023 | | | | | | | | 07/28/2014 | 14,213 | 42,639 | 62.76 | 07/28/2024 | | | | | | | | 07/28/2014 | 398 | 1,196 | 62.76 | 07/28/2024 | | | | | | | | 08/03/2015 | 0 | 62,394 | 78.00 | 08/03/2025 | | | | | | | | 08/03/2015 | 0 | 1,283 | 78.00 | 08/03/2025 | | | | | | | Bradley E. Lerman | 07/28/2014 | 9,958 | 29,877 | 62.76 | 07/28/2024 | 07/28/2014 | 16,466 | 1,303,284 | | | | | 07/28/2014 | 398 | 1,196 | 62.76 | 07/28/2024 | 07/28/2014 | | | 10,292 | 814,612 | | | 01/27/2015 | 0 | 50,775 | 74.84 | 01/27/2025 | 08/03/2015 | | | 12,149 | 961,593 | | | 08/03/2015 | 0 | 47,864 | 78.00 | 08/03/2025 | | | | | | | | 08/03/2015 | 0 | 1,283 | 78.00 | 08/03/2025 | | | | | | | Bryan C. Hanson | 12/01/2010 | 15,272 | 0 | 27.29 | 11/30/2020 | 12/01/2014 | 25,215 | 1,995,767 | | | | | 07/01/2011 | 8,299 | 0 | 34.46 | 06/30/2021 | 02/18/2015 | 9,833 | 778,282 | | | | | 12/01/2011 | 51,802 | 0 | 29.52 | 11/30/2021 | 08/03/2015 | | | 12,583 | 995,944 | | | 12/03/2012 | 45,843 | 22,922 | 36.58 | 12/02/2022 | | | | | | | | 12/02/2013 | 47,151 | 47,154 | 47.00 | 12/01/2023 | | | | | | | | 02/18/2015 | 38,217 | 38,217 | 78.50 | 02/18/2025 | | | | | | | | 08/03/2015 | 0 | 49,573 | 78.00 | 08/03/2025 | | | | | | | | 08/03/2015 | 0 | 1,283 | 78.00 | 08/03/2025 | | | | | |

  160. 2016 Outstanding Equity Awards at Fiscal Year End

    | 1) | Amounts in these columns may include dividend equivalents that will be distributed upon distribution of the underlying awards. |

  161. 2016 Outstanding Equity Awards at Fiscal Year End

    The amounts shown in the column entitled “Shares or Units of Stock That Have Not Vested” of the 2016 Outstanding Equity Awards at Fiscal Year End table that correspond to a July 28, 2014 grant date to Mr. Lerman reflects a time based restricted stock unit award that vests 50% on the first and second anniversary of the grant date. For Mr. Hanson, the December 1, 2014 grant vest 25% a year for four years on the anniversary of the grant and the February 18, 2015 grant reflects a time-based restricted stock unit award that vests 50% on the first anniversary and 25% on each of the second and third anniversaries of the date of grant. The amounts shown in the column entitled “Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested” of the 2016 Outstanding Equity Awards at Fiscal Year End table that correspond to a July 29, 2013, July 28, 2014, and August 3, 2015 grant date reflect performance-based restricted stock or restricted stock unit awards that vest on the third anniversary of the date of grant provided that the established performance threshold for each award is achieved. The table below shows the vesting schedule for all unexercisable options. All options vest on the anniversary of the grant date in the year indicated, except Mr. Lerman’s January 27, 2015 option grant which vests on June 29, 2018.

  162. 2016 Outstanding Equity Awards at Fiscal Year End

    | | | VESTING SCHEDULE FOR UNEXERCISABLE OPTIONS | | | | | Name | Grant Date | 2016 | 2017 | 2018 | 2019 | | Omar Ishrak | 07/30/2012 | 72,585 | | | | | | 07/29/2013 | 55,441 | 55,442 | | | | | 07/28/2014 | 55,768 | 55,768 | 55,769 | | | | 08/03/2015 | 55,555 | 55,556 | 55,556 | 55,556 | | Gary L. Ellis | 07/30/2012 | 20,614 | | | | | | 10/29/2012 | 601 | | | | | | 07/29/2013 | 15,062 | 15,063 | | | | | 07/29/2013 | 452 | 452 | | | | | 07/28/2014 | 399 | 398 | 399 | | | | 07/28/2014 | 17,798 | 17,798 | 17,798 | | | | 08/03/2015 | 18,696 | 18,697 | 18,697 | 18,697 | | | 08/03/2015 | 320 | 321 | 321 | 321 | | Michael J. Coyle | 07/30/2012 | 18,887 | | | | | | 10/29/2012 | 601 | | | | | | 07/29/2013 | 13,860 | 13,861 | | | | | 07/29/2013 | 452 | 452 | | | | | 07/28/2014 | 399 | 398 | 399 | | | | 07/28/2014 | 14,213 | 14,213 | 14,213 | | | | 08/03/2015 | 15,598 | 15,599 | 15,598 | 15,599 | | | 08/03/2015 | 320 | 321 | 321 | 321 | | Bradley E. Lerman | 07/28/2014 | 9,959 | 9,959 | 9,959 | | | | 07/28/2014 | 399 | 398 | 399 | | | | 01/27/2015 | | | 50,775 | | | | 08/03/2015 | 11,966 | 11,966 | 11,966 | 11,966 | | | 08/03/2015 | 320 | 321 | 321 | 321 | | Bryan C. Hanson | 12/03/2012 | 22,922 | | | | | | 12/02/2013 | 23,576 | 23,578 | | | | | 02/18/2015 | | 19,108 | 19,109 | | | | 08/03/2015 | 12,393 | 12,393 | 12,393 | 12,394 | | | 08/03/2015 | 320 | 321 | 321 | 321 |

  163. 2016 Outstanding Equity Awards at Fiscal Year End

    | | | VESTING SCHEDULE FOR UNVESTED RESTRICTED STOCK AND RSUS | | | | | Name | Grant Date | 2016 | 2017 | 2018 | 2019 | | Omar Ishrak | 07/29/2013 | 58,414 | | | | | | 07/28/2014 | | 57,630 | | | | | 08/03/2015 | | | 56,405 | | | Gary L. Ellis | 07/29/2013 | 15,866 | | | | | | 07/28/2014 | | 18,392 | | | | | 08/03/2015 | | | 18,983 | | | Michael J. Coyle | 07/29/2013 | 14,609 | | | | | | 07/28/2014 | | 14,688 | | | | | 08/03/2015 | | | 15,838 | | | Bradley E. Lerman | 07/28/2014 | | 10,292 | | | | | 07/28/2014 | 16,466 | | | | | | 08/03/2015 | | | 12,149 | | | Bryan C. Hanson | 12/01/2014 | 8,405 | 8,405 | 8,405 | | | | 02/18/2015 | | 4,917 | 4,916 | | | | 08/03/2015 | | | 12,583 | |

  164. 2016 Outstanding Equity Awards at Fiscal Year End

    Mr. Ishrak also owns 264,950 and Mr. Ellis owns 34,764 vested and deferred stock units including associated dividend equivalents, respectively, which will be distributed following their retirement.

  165. 2016 Option Exercises and Stock Vested

    2016 Option Exercises and Stock Vested The table below includes information related to options exercised by each of the NEOs and restricted stock awards that have vested during fiscal year 2016. The table also includes the value realized for such options and restricted stock awards. For options, the value realized on exercise is equal to the difference between the market price of the underlying shares at exercise and the exercise price of the options. For stock awards, the value realized on vesting is equal to the market price of the underlying shares at vesting.

  166. 2016 Option Exercises and Stock Vested

    | | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Omar Ishrak(1) | 323,013 | 13,556,856 | 390,769 | 29,723,654 | | Gary L. Ellis | — | — | 21,895 | 1,713,941 | | Michael J. Coyle | — | — | 20,088 | 1,572,489 | | Bradley E. Lerman | — | — | 16,218 | 1,256,408 | | Bryan C. Hanson | — | — | 18,013 | 1,363,247 |

  167. 2016 Option Exercises and Stock Vested

    | On June 13, 2015, 271,462 shares vested but 259,681 were deferred until after his retirement.(1) |

  168. 2016 Pension Benefits

    2016 Pension Benefits The table below includes information with respect to Medtronic’s and Legacy Covidien’s pension plans for each of the NEOs as of April 29, 2016, which is the measurement date used for financial statement reporting purposes. A narrative description of the material factors necessary to understand the information in the table is provided below.

  169. 2016 Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Omar Ishrak | Medtronic, Inc. Personal Pension Account (Personal Pension Account) | 4.83 | $66,614 | $0 | | | Medtronic, Inc. NRPS | 4.83 | $760,628 | $0 | | Gary L. Ellis | Medtronic, Inc. Retirement Plan (Medtronic Retirement Plan) | 26.42 | $804,214 | $0 | | | Medtronic, Inc. NRPS | 26.42 | $3,672,275 | $0 | | Michael J. Coyle(2) | — | | | | | Bradley E. Lerman(2) | — | | | | | Bryan C. Hanson(3) | Kendall Pension Plan | 2.7 | $8,942 | $0 |

  170. 2016 Pension Benefits

    | The present value of the accumulated benefits are calculated using the assumptions described in Note 12 to our consolidated financial statements in our annual report for fiscal year 2016 accompanying this proxy statement. Further, in accordance with the disclosure requirements the accumulated benefit is calculated using the retirement age at which the benefit is unreduced under the plan (i.e., age 65). Only the Medtronic Retirement Plan component of the Medtronic, Inc. Retirement Plan is reduced for early commencement if the benefit is commenced before the normal retirement age of 65. The Personal Pension Account Plan is an account based plan and therefore is not reduced for early commencement. Please see below for additional detail.(1) |

  171. 2016 Pension Benefits

    | Mr. Coyle and Mr. Lerman do not participate in the Company’s defined benefit pension plans(2) |

  172. 2016 Pension Benefits

    | Mr. Hanson participates in the Legacy Covidien pension plan.(3) |

  173. 2016 Pension Benefits

    The Medtronic, Inc. Retirement Plan consists of two types of benefits, the Medtronic Retirement Plan (MRP) and the Personal Pension Account (PPA). Employees hired prior to May 1, 2005 had the option of continuing in the MRP or electing to participate in one of the new plans. The MRP is the final average pay component of the Medtronic, Inc. Retirement Plan. Employees hired on or after May 1, 2005 choose within 60 days of their hire date to participate in one of the new retirement plans: the Personal Pension Account or the Personal Investment Account (PIA). The PPA is a cash balance component of the Medtronic Retirement Plan, and the PIA is a component of the Medtronic 401(k) Plan. Mr. Ellis participates in the MRP component of the Medtronic, Inc. Retirement Plan. The Medtronic, Inc. Retirement Plan is a funded, tax-qualified, noncontributory defined-benefit pension plan that covers all eligible employees employed with the Company prior to April 30, 2005 who elected to remain in the MRP, including Mr. Ellis. Effective May 1, 2005, the Company froze the MRP to new entrants and provided all eligible employees the option of continuing to accrue retirement benefits under the MRP or participate in one of two new options being offered. All eligible NEOs hired prior to May 1, 2005, elected to continue participation in the MRP. Benefits under the MRP are based upon the employee’s years of credited service and the average of the employee’s highest five consecutive years of covered compensation during the employee’s career while covered under the MRP. Employees have the option of providing for a survivorship benefit upon the employee’s death by making the appropriate election at the time of retirement. Covered compensation includes base salary, bonus and incentive plan payments, sales commissions, salary reduction contributions (such as to a cafeteria plan or medical plan) or salary continuation payments for short-term disability, but excludes compensation paid under the LTPP or the performance share plan (the predecessor to the LTPP). In addition, the IRS limits the amount of covered compensation that can be used in the benefit calculation ($265,000 for 2015 and 2016). Normal retirement age under the plan is age 65. Eligible employees may retire upon reaching age 55 with at least ten years of service or upon reaching age 62 without regard to years of service. Any retirement prior to normal retirement age is considered “early retirement” and the benefit includes a reduction for early commencement of benefits. Benefits under the MRP are calculated as a monthly annuity by taking 40% of the final average covered compensation less a social security allowance (which varies by individual based upon year of birth) and multiplying this result by years of credited service under the MRP. That result is then divided by 30 to yield the benefit at normal retirement age, with an early retirement factor applied to calculate the early retirement benefit. The age at the time that benefits are commenced is used to determine the early retirement reduction amount. The maximum reduction amount is 50% and applies if benefits are commenced at age 55. Employees with over 30 years of service receive 0.5% for every year of credited service in excess of 30 years. Mr. Ishrak is a participant in the Personal Pension Account (PPA) component of the Medtronic Retirement Plan. The PPA is a tax-qualified cash balance defined benefit pension plan available to employees hired after April 30, 2005. The Company contributes 5% of eligible compensation for each year of participation into the participant’s account. Eligible compensation under the PPA matches the MRP discussed above. Additionally, each year a participant’s account will earn interest at a rate equal to the 10-year U.S. Treasury bond rate. For the fiscal year ended April 29, 2016 the interest rate was equal to 2.04%. Each participant’s account has a 3-year vesting requirement. The PPA value will be forfeited if the participant leaves the Company before the 3-year service requirement. Vested benefits in the PPA are portable and participants may receive distributions for any purpose, but may then be subject to taxation. A PPA participant leaving the Company may receive distributions in the following ways: 1) roll over benefit into another tax-qualified plan or certain IRAs; 2) lump-sum cash payment; 3) leave the PPA balance in the plan (which will continue to earn returns equal to the 10-year U.S. Treasury bond rate); and 4) various monthly annuity options, including single life, ten-year certain and joint and survivor options. The benefits currently paid under the Medtronic Retirement Plan are limited to an annual maximum of $210,000, in accordance with IRS requirements. The Company also has an unfunded Nonqualified Retirement Plan Supplement (the “NRPS”) that provides an amount substantially equal to the difference between the amount that would have been payable to the executive under the Medtronic, Inc. Retirement Plan in the absence of legislation limiting pension benefits and earnings that may be considered in calculating pension benefits and the amount actually payable under the plan. This is available to all participating employees whose income or benefits exceed the IRS maximum, not just the executive officers. Compensation used in the calculation of the NRPS benefit includes eligible compensation in excess of the IRS limitation and amounts deferred (excluding amounts paid and deferred under the LTPP or the performance share plan) pursuant to the Capital Accumulation Plan. NRPS benefits are determined based on the qualified plan formula that the executive elected to participate in. The NRPS benefit is calculated based on the MRP or PPA respective formula. The NRPS benefit calculated on the MRP formula is reduced based on the participant’s age at the end of the month following separation from service (within the meaning of Section 409A of the Internal Revenue Code, generally, retirement, termination of employment, or significant reduction in work schedule). Upon separation from service, the amount of retirement benefits earned under the NRPS is calculated. The monthly benefit is the sum of the monthly principal amount and the monthly interest. The monthly interest is determined based on a declining balance schedule using an interest rate of 6%. Upon separation from service, the amount of retirement benefits earned under the NRPS is calculated. If the lump sum value is less than $100,000, it is paid out as a lump sum six months after separation from service. If the lump sum value exceeds $100,000, the value is paid out over a 15 year period in the form of a monthly annuity commencing six months after the separation from service. In the event of the employee’s death prior to the completion of the 15 year payment cycle, any remaining benefits from the NRPS are payable per the beneficiary designation on record. If a beneficiary is not named the benefit is payable to the employee’s surviving spouse, if there is no surviving spouse, to the children or if no survivors, the estate. Mr. Hanson participates in the Kendall Pension Plan, which was frozen with respect to all future benefit accruals (except interest crediting on the cash balance benefit) as of July 1, 1995. The Pension Plan has two components:

  174. 2016 Pension Benefits

    | ➤ | a final average pay benefit, which was frozen as of May 31, 1990; and |

  175. 2016 Pension Benefits

    | ➤ | a cash balance benefit. |

  176. 2016 Pension Benefits

    Participants retiring on their normal retirement date (age 65) are entitled to a monthly pension calculated as the sum of:

  177. 2016 Pension Benefits

    | ➤ | the benefit accrued under the provisions of the plan as in effect on June 1, 1990, including the value of the benefit derived from employee contributions; and |

  178. 2016 Pension Benefits

    | ➤ | with respect to accruals on or after June 1, 1990, the actuarial equivalent of the participant’s current account. |

  179. 2016 Pension Benefits

    The current account is credited with interest at the one-year Treasury bill rate in effect on January 1st for each calendar year and service credits as follows:

  180. 2016 Pension Benefits

    | Tier | Years of Benefit Service | Percent of Compensation | | I | 0-2 | 4.75% | | II | 3-9 | 5.25% | | III | 10-14 | 6.00% | | IV | 15-19 | 7.00% | | V | 20+ | 7.50% |

  181. 2016 Pension Benefits

    Participants desiring to retire before normal retirement age may do so after attaining age 55 and completing five years of continuous service. If a participant chooses to retire before normal retirement age, the applicable accrued benefit as of June 1, 1990 will be reduced by 0.33% per month for each month commencement precedes age 60.

  182. 2016 Nonqualified Deferred Compensation

    2016 Nonqualified Deferred Compensation

  183. 2016 Nonqualified Deferred Compensation

    | Name | | Executive Contributions in Last FY(2) | Registrants Contributions in Last FY(3) | Aggregate Earnings in Last FY(4) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(5) | | Omar Ishrak(1) | CAP | $0 | $0 | $0 | $0 | $0 | | | NRPS | $0 | $0 | $0 | $0 | $0 | | | RSUs | $20,553,731 | $0 | $417,041 | $0 | $20,970,772 | | Gary L. Ellis | CAP | $0 | $0 | $33,867 | $0 | $3,322,062 | | | NRPS | $0 | $0 | $0 | $0 | $0 | | | RSUs | $0 | $0 | $107,191 | $0 | $2,751,548 | | | ESOP | $0 | $0 | $4,295 | $0 | $110,247 | | Michael J. Coyle | CAP | $1,504,605 | $0 | $(79,028) | $0 | $5,249,697 | | | NRPS | $0 | $61,437 | $(785) | $0 | $306,599 | | Bradley E. Lerman | CAP | $103,653 | $0 | $928 | $0 | $218,991 | | | NRPS | $0 | $56,710 | $(336) | $0 | $75,008 | | Bryan C. Hanson(1) | MCC | $0 | $0 | $0 | $0 | $0 | | | SSRP/CAP | $0 | $58,328 | $(57,934) | $410,600 | $1,486,998 |

  184. 2016 Nonqualified Deferred Compensation

    CAP = Capital Accumulation Plan NRPS = Nonqualified Retirement Plan Supplement RSUs = Restricted Stock Units ESOP = Employee Stock Ownership Plan MCC = Medtronic Core Contribution Plan SSRP = Covidien’s Supplemental Savings and Retirement Plan

  185. 2016 Nonqualified Deferred Compensation

    | Mr. Ishrak and Mr. Hanson have not participated in the Capital Accumulation Plan (CAP). Messrs. Ishrak, Ellis, and Hanson have not participated in the defined contribution Personal Investment Account portion of the Nonqualified Retirement Plan Supplement (NRPS). Mr. Hanson participated in the legacy Covidien Supplemental Savings and Retirement Plan (“Covidien SSRP”) from April 25, 2015 through March 31, 2016. Effective April 1, 2016, the Covidien SSRP was merged with and into the CAP. Amounts reported as “SSRP/CAP” reflect Company contributions to the SSRP that were credited to Mr. Hanson’s account during the April 25, 2015 through March 31, 2016 time period and which were transferred to the CAP upon the SSRP’s merger with and into the CAP effective April 1, 2016.(1) |

  186. 2016 Nonqualified Deferred Compensation

    | The following amounts of Executive Contributions from the table above have been reported in Salary and Non-Equity Incentive Plan Compensation columns in the current year’s Summary Compensation Table.(2) |

  187. 2016 Nonqualified Deferred Compensation

    | Name | Contributions | | Omar Ishrak | $0 | | Gary L. Ellis | $0 | | Michael J. Coyle | $1,504,605 | | Bradley E. Lerman | $103,653 | | Bryan C. Hanson | $0 |

  188. 2016 Nonqualified Deferred Compensation

    | These amounts are included in the current year’s Summary Compensation Table in the All Other Compensation column.(3) |

  189. 2016 Nonqualified Deferred Compensation

    | No amounts of Aggregate Earnings from the table above have been reported in the current year’s Summary Compensation Table for any of our NEOs since the earnings were not preferential or above market. Amounts reported for Mr. Hanson reflect earnings/losses incurred while participating in the Covidien SSRP during the April 25, 2015 through March 31, 2016 time period and in the Medtronic CAP during the April 1, 2016 through April 29, 2016 time period.(4) |

  190. 2016 Nonqualified Deferred Compensation

    | The following amounts of Aggregate Balance from the table above have been reported in the Summary Compensation Table from prior fiscal years:(5) |

  191. 2016 Nonqualified Deferred Compensation

    | Name | Contributions | | Omar Ishrak | $0 | | Gary L. Ellis | $2,943,742 | | Michael J. Coyle | $3,702,810 | | Bradley E. Lerman | $0 | | Bryan C. Hanson | $1,148,498 |

  192. 2016 Nonqualified Deferred Compensation

    Capital Accumulation Plan: The Capital Accumulation Plan allows U.S. executives of Medtronic to defer:

  193. 2016 Nonqualified Deferred Compensation

    | ➤ | Up to 50% of their base salary; |

  194. 2016 Nonqualified Deferred Compensation

    | ➤ | Up to 100% of their annual incentive plan payments; |

  195. 2016 Nonqualified Deferred Compensation

    | ➤ | Up to 80% of their commissions (applicable only to those executives in a commission plan); and |

  196. 2016 Nonqualified Deferred Compensation

    | ➤ | Up to 100% of their cash long-term incentive plan payments. |

  197. 2016 Nonqualified Deferred Compensation

    The minimum amount of each reward element that may be deferred is 10%. Medtronic does not make any contributions to the Capital Accumulation Plan — the aggregate balances shown above represent amounts that the NEOs earned but elected to defer, plus gains (or losses). Participants receive credits of gains or losses daily based on funds that are indexed to 25 investment alternatives, which are all also available under the 401(k) Plan. Investment returns for these investment alternatives are shown below:

  198. 2016 Nonqualified Deferred Compensation

    | | Return on Funds April 25, 2015 to April 29, 2016 | | Medtronic plc Stock Fund | 7.29% | | Interest Income Fund | 1.81% | | Vanguard Wellington | 1.54% | | Vanguard International Growth | (9.57%) | | Vanguard Institutional Index | 1.21% | | Vanguard PRIMECAP | (1.70%) | | Vanguard Windsor II | (1.94%) | | Vanguard Total Bond Index | 2.80% | | Vanguard Extended Market | (5.88%) | | Vanguard Target Retirement Income | (3.20%) | | Vanguard Target Retirement 2010 | 0.20% | | Vanguard Target Retirement 2015 | (0.50%) | | Vanguard Target Retirement 2020 | (1.05%) | | Vanguard Target Retirement 2025 | (1.56%) | | Vanguard Target Retirement 2030 | (2.08%) | | Vanguard Target Retirement 2035 | (2.70%) | | Vanguard Target Retirement 2040 | (3.38%) | | Vanguard Target Retirement 2045 | (3.39%) | | Vanguard Target Retirement 2050 | (3.52%) | | Vanguard Target Retirement 2055 | (3.60%) | | Vanguard Target Retirement 2060 | 0.16% | | Vanguard Inflation Protected | 1.07% | | 10T-100 | 3.35% | | 10T-120 | 4.02% |

  199. 2016 Nonqualified Deferred Compensation

    When participants elect to defer amounts, they also select when the amounts will ultimately be distributed. Distributions may be made on a certain future date (as long as that date is at least five years beyond the period of deferral) or at retirement, or, for specified employees under Section 409A of the Internal Revenue Code, six months after the date of retirement (in the form of a lump sum distribution or installments over five, 10 or 15 years). All distributions are made in cash, and there are limited opportunities to change the distribution elections. These include a hardship withdrawal and a “redeferral” election that must be made at least 12 months prior to a scheduled payment (and only if the redeferral is for at least an additional five years). RSUs: Under the Medtronic, Inc. 2003 Long-Term Incentive Plan, certain participants were allowed to defer the issuance of shares or cash deliverable upon the exercise of an option or stock appreciation right, vesting of restricted stock, or satisfaction of other stock-based awards or other cash-based awards, for a specified period or until a specified date. Participants are entitled to receive dividend equivalents on the RSUs generally in the same manner and at the same time as if each RSU were a share. These dividend equivalents are credited in the form of additional RSUs. The deferred RSUs are payable on the date six months or one year following a separation from service, pursuant to individual award agreements. The Company may require participants to return or forfeit the shares received or receivable in the event the participant is involved in performing services for or on behalf of a competitor, a violation of applicable business ethics policies or any other occurrence determined by the Compensation Committee. ESOP: Medtronic previously sponsored a non-qualified employee stock ownership plan (“ESOP”) to restore certain qualified employee benefits that could not be allocated due to IRS limitations. The qualified ESOP expired in May 2005, and accordingly no additional contributions were made by Medtronic into the non-qualified ESOP. All participants in the ESOP are fully vested. Dividends are credited to the ESOP account each year and the account balance is distributed in a lump sum of shares of Medtronic stock in the fiscal year following termination or retirement. Active employees cannot take distributions from the account. Nonqualified Retirement Plan Supplement (NRPS): The NRPS benefit calculated based on the Personal Investment Account formula is equal to 5% of the eligible compensation in excess of the IRS limitation and amounts deferred (excluding any LTPP CAP deferrals). Upon separation from service, within the meaning of Section 409A of the Internal Revenue Code (generally, retirement, termination of employment, or significant reduction in work schedule), the amount of retirement benefits earned under the NRPS are calculated. If the lump-sum value is less than $100,000, it is paid out as a lump sum six months after separation from service. If the lump-sum value exceeds $100,000, the value is paid out over a 15-year period in the form of a monthly annuity commencing six months after separation from service. The monthly benefit is the sum of the monthly principal amount and the monthly interest. The monthly interest is determined based on a declining balance schedule using an interest rate of 6%. In the event of the employee’s death prior to the completion of the 15-year payment cycle, any remaining benefits from the NRPS are payable per the beneficiary designation on record. If a beneficiary is not named, the benefit is payable to the employee’s surviving spouse, if there is no surviving spouse, to the children or if no survivors, the estate. Covidien Supplemental Savings and Retirement Plan (SSRP): Earnings on amounts credited to the Supplemental Savings Plan are determined by investment selections made by each named executive officer in investment alternatives that generally mirror investment choices offered under the Retirement Savings Plan (our 401(k) plan). This plan merged with the Medtronic Capital Accumulation Plan as of April 1, 2016 and the funds were no longer available after this date.

  200. 2016 Nonqualified Deferred Compensation

    | | Return on Funds April 25, 2015 to March 31, 2016 | | Vanguard Windsor™ II Admiral™ | (5.32%) | | Fidelity Spartan® 500 Index Advtg® | (0.72%) | | T. Rowe Price Blue Chip Growth | (3.56%) | | Fidelity Spartan® Extnd Mkt Idx Advtg | (10.22%) | | Stephens Small Cap Growth | (15.38%) | | Invesco Small Cap Value Y | (14.00%) | | American Funds Europacific Growth R6 | (12.03%) | | Columbia Acorn International Z | (9.11%) | | Western Asset Core Plus Bond I | 1.34% | | PIMCO Foreign Bond (USD-Hedged) I | 0.84% | | PIMCO Short-Term A | (0.04%) | | Vanguard Prime Money Market Instl | 0.20% | | PIMCO Diversified Real Asset CIT | (7.03%) | | BlackRock LifePath® Index Retire Instl | (1.78%) | | BlackRock LifePath® Index 2020 Instl | (2.50%) | | BlackRock LifePath® Index 2025 Instl | (3.07%) | | BlackRock LifePath® Index 2030 Instl | (3.64%) | | BlackRock LifePath® Index 2035 Instl | (4.29%) | | BlackRock LifePath® Index 2040 Instl | (4.78%) | | BlackRock LifePath® Index 2045 Instl | (5.12%) | | BlackRock LifePath® Index 2050 Instl | (5.22%) | | BlackRock LifePath® Index 2055 Instl | (5.09%) |

  201. 2016 Nonqualified Deferred Compensation

    Under the Supplemental Savings Plan, participants may defer up to 50% of their base salary and 100% of their annual bonus. We provide matching credits based on the participant’s deferred base salary and bonus at the same rate such participant is eligible to receive matching contributions under the Retirement Savings Plan and Company credits on any cash compensation (i.e., base and bonus) that the participant earns during a calendar year in excess of applicable IRS limits ($265,000 for 2015 and 2016). Participants are fully vested in matching and Company credits (including earnings on such credits) upon completion of two years of service. The Supplemental Savings Plan is a non-qualified deferred compensation plan that is maintained as an unfunded “top-hat” plan. Amounts credited to the Supplemental Savings Plan as participant deferrals or Company credits may also be credited with earnings (or losses) based upon investment selections made by each participant from investments that generally mirror investments offered under the Retirement Savings Plan. Participants may elect whether they will receive a distribution of their Supplemental Savings Plan account balances upon termination of employment or at a specified date. Distributions can be made in a lump sum or in up to 15 annual installments. Under the Retirement Savings Plan, the Company makes an automatic contribution of three percent (3%) of an employee’s eligible pay, irrespective of whether the employee contributes to such plan. Additionally, we match fifty cents ($0.50) for every one dollar ($1.00) employees contribute, up to the first six percent (6%) of eligible pay.

  202. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Letter Agreements: Mr. Ishrak is party to a letter agreement with the Company which provides severance payments and benefits under certain termination events. In the event Mr. Ishrak’s employment is terminated by the Company without “cause” (as defined in the letter agreement with Mr. Ishrak) or by Mr. Ishrak for “good reason” (generally defined to include material reduction in salary or MIP target award, material adverse change in title, position and authority, required relocation in excess of 50 miles, and material breach by the Company of the letter agreement with Mr. Ishrak), Mr. Ishrak will be entitled to the following payments: (i) a pro rata MIP bonus for the year of termination based on actual performance and paid when MIP bonuses are paid generally, (ii) a lump sum equal to two times the sum of Mr. Ishrak’s annual base salary and target annual cash opportunity under the MIP, and (iii) the value of 24 months of continued welfare benefits. These severance payments and benefits are subject to Mr. Ishrak’s execution of a general release and continued compliance with the Company’s standard confidentiality policies, a two-year non-competition and one-year non-solicitation agreement. This arrangement is consistent with current Medtronic severance practices. Mr. Coyle is party to an agreement with the Company that specifies cash severance payments under certain termination events. Mr. Coyle is entitled to receive one times his annual base salary plus his MIP bonus upon termination by the Company without cause. This arrangement is consistent with current Medtronic severance practices. Except as disclosed in this section, no other NEO is party to any agreement that provides for severance benefits in excess of the broad-based plans or benefits available to all employees of Medtronic. The table below illustrates the payments due to Messrs. Ishrak and Coyle upon involuntary termination as described in the section above assuming a termination date of April 29, 2016.

  203. Potential Payments Upon Termination or Change of Control

    | Name | Severance Amount(1) | Welfare Benefits(2) | Total | | Omar Ishrak | $11,524,720 | $21,886 | $11,546,606 | | Michael J. Coyle | $1,600,000 | | $1,600,000 |

  204. Potential Payments Upon Termination or Change of Control

    | Mr. Ishrak’s amount includes the fiscal year 2016 earned MIP payment ($3,004,758), plus the sum of two times the base salary ($3,098,168) and the target MIP opportunity ($5,421,794) at the time of termination. Mr. Coyle’s amount represents his current base salary ($800,000) plus his target MIP opportunity ($800,000).(1) |

  205. Potential Payments Upon Termination or Change of Control

    | Amount represents payments for welfare benefits for Mr. Ishrak.(2) |

  206. Potential Payments Upon Termination or Change of Control

    Change-of-Control Agreements: In the absence of a change of control, and except as noted above with respect to Messrs. Ishrak and Coyle, NEOs are not entitled to any benefits upon death, disability, early retirement, normal retirement, resignation or termination other than those benefits that are offered to all employees. Under Medtronic’s change-of-control agreements, no benefits are payable to an executive officer unless both a change of control and a termination of the executive for other than cause or for “good reason” as defined by the agreement occurs. This is known as a double trigger. Absent a “change of control,” the agreements do not require Medtronic to retain the executives or to pay them any specified level of compensation or benefits. Each agreement provides that for three years after a “change of control” — the first trigger — there will be no adverse change in the executive’s salary, bonus opportunity, benefits or location of employment. If during this three-year period the executive’s employment is terminated by Medtronic other than for cause, or if the executive terminates their own employment for good reason (as defined in the agreements, and including compensation reductions, demotions, relocation and excess travel) — the second trigger — the executive is entitled to receive payment of accrued salary and annual and long-term incentives through the date of termination as well as accrued vacation pay, accrued pension benefits and any outstanding deferred compensation, and, except in the event of death or disability, a lump sum severance payment equal to prorated value of Highest Annual Bonus (defined as greater of average of bonus received for last three completed fiscal years preceding year of termination and bonus payable for most recently completed fiscal year) and three times the sum of his or her base salary and Highest Annual Bonus. Additionally, the executive is entitled to certain retirement and welfare benefits as further described below in the footnotes to the table. None of the change of control agreements includes provisions for a “golden parachute” excise tax gross up. Instead, such payments may be subject to reduction (any such payment a “Reduced Payment”) to the extent it would cause such NEO to receive an “excess parachute payment” (as defined in the Internal Revenue Code) unless the change in control payments, less the amount of any excise taxes payable by the NEO, is greater than the Reduced Payment. Generally, and subject to certain exceptions, a “change of control” is deemed to have occurred if:

  207. Potential Payments Upon Termination or Change of Control

    | ➤ | a majority of Medtronic’s Board of Directors becomes comprised of persons other than persons for whose election proxies have been solicited by the Board, or who are then serving as directors appointed by the Board to fill vacancies caused by death or resignation (but not removal) of a director or to fill newly created directorships; |

  208. Potential Payments Upon Termination or Change of Control

    | ➤ | another party becomes the beneficial owner of at least 30% of Medtronic’s outstanding voting stock; or |

  209. Potential Payments Upon Termination or Change of Control

    | ➤ | Medtronic merges or consolidates with another party (other than certain limited types of mergers), or exchanges shares of voting stock of Medtronic for shares of another corporation pursuant to a statutory exchange, sells or otherwise disposes of all or substantially all of Medtronic’s assets, or is liquidated or dissolved. |

  210. Potential Payments Upon Termination or Change of Control

    If a “change of control” of Medtronic occurs, awards under Medtronic’s annual incentive plans will accelerate and, subject to certain limitations set forth in the plan, each participant will be entitled to a final award based on certain assumptions as to target performance and salary. On August 22, 2013, shareholders approved the Medtronic, Inc. 2013 Stock Award and Incentive Plan, which replaced the Company’s 2008 Stock Award and Incentive Plan, and which was amended and restated in connection with the Covidien acquisition. For awards granted under the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan, or the predecessor 2008 Stock Award and Incentive Plan, and related agreements, stock options will only become exercisable in full, and all restrictions under such outstanding restricted stock or units and performance awards (including PBRSUs) will only lapse, if the award is not replaced by a qualifying replacement award that satisfies certain conditions set forth in the plan or, if a replacement award is granted, upon termination of a participant’s employment by the Company without cause or by the participant for good reason during the two years following the date of the change of control. If a “change of control” occurs during a plan year, subject to certain limitations, Medtronic’s matching contribution to the 401(k) Plan will equal the greater of Medtronic’s target percentage matching contribution, or if the “change of control” occurs after the first quarter of a plan year, the percentage contribution Medtronic would have made upon completion of the plan year based on performance as most recently projected by Medtronic prior to the “change of control” and disregarding the effects of the “change of control.” Mr. Hanson will be covered under legacy Covidien’s Change-in-Control plan for two year’s following his date of employment with Medtronic plc. Under the legacy Covidien plan, upon a termination after a change-in-control Mr. Hanson will be eligible to receive a lump sum payment equal to two times the sum of his base salary and the average of his bonus received for the prior three completed fiscal years, a pro rata value of his current year actual bonus, full acceleration of unvested equity (performance awards assumed to be earned at target), two years continuation of welfare benefits and outplacement services at the discretion of the Committee. Following the two year period, he will be covered by Medtronic’s policies. The table below reflects estimated payments for our NEOs as a result of the change of control agreements, assuming (1) the change of control occurred and (2) the Company terminates employment other than for cause or disability or the executive terminates employment for good reason, on April 29, 2016.

  211. Potential Payments Upon Termination or Change of Control

    | Name | Severance Amount(1)(2)(3) | Long-Term Performance Plan Payouts(4) | Accelerated Vesting of Stock Options(5) | Restricted Stock Unit Vesting(6) | Present Value of Increased Pension Benefits(7) | Other(8) | Total | | Omar Ishrak | $16,666,285 | $7,833,334 | $8,568,106 | $13,649,267 | $598,912 | $77,103 | $47,393,007 | | Gary L. Ellis | $7,280,280 | $2,574,334 | $2,575,768 | $4,213,911 | $1,295,119 | $72,400 | $18,011,812 | | Michael J. Coyle | $5,060,610 | $2,107,668 | $2,258,289 | $3,572,252 | $0 | $307,924 | $13,306,743 | | Bradley E. Lerman | $4,613,105 | $1,558,334 | $784,646 | $3,079,489 | $0 | $293,621 | $10,329,195 | | Bryan C. Hanson | $3,332,412 | $966,668 | $2,575,116 | $3,769,994 | $0 | $70,962 | $10,715,152 |

  212. Potential Payments Upon Termination or Change of Control

    | This amount includes three times the sum of (a) the executive’s base salary at the time of termination and (b) the greater of fiscal year 2016’s annual bonus or the average of the annual bonuses for the three most recently completed fiscal years. For Mr. Hanson this amount includes two times the sum of (a) his base salary at the time of termination and (b) the average annual bonus for the three most recently completed fiscal years.(1) |

  213. Potential Payments Upon Termination or Change of Control

    | This amount has been reduced for Mr. Coyle and Mr. Lerman so as to not incur excise taxes under Section 280G.(2) |

  214. Potential Payments Upon Termination or Change of Control

    | This amount also includes the prorated value of the greater of fiscal year 2016’s annual bonus or the average of the annual bonuses for the three most recently completed fiscal years. For Mr. Hanson this amount includes the prorated value of fiscal year 2016’s annual bonus.(3) |

  215. Potential Payments Upon Termination or Change of Control

    | This amount represents the unvested projected payments of the 2015-2017 LTPP and 2016-2018 LTPP.(4) |

  216. Potential Payments Upon Termination or Change of Control

    | This amount represents the market gain (or intrinsic value) of unvested options as of April 29, 2016 at the closing price on that date of $79.15.(5) |

  217. Potential Payments Upon Termination or Change of Control

    | This amount represents the value of unvested restricted stock units, PBRSUs and dividend equivalent units as of April 29, 2016 at the closing price on that date of $79.15.(6) |

  218. Potential Payments Upon Termination or Change of Control

    | This amount reflects the estimated present value of additional pension benefits due to the NEO upon a change of control assuming an additional three years of age and service.(7) |

  219. Potential Payments Upon Termination or Change of Control

    | This amount represents the estimated value of the three year continuation of Company contributions to certain retirement plans (including the 401(k) plan, the qualified and nonqualified plan), and health and miscellaneous welfare benefits for three years. Mr. Hanson receives 24 months employer portion of COBRA premiums and $45,000 of outplacement services.(8) |

  220. DIRECTORS

    DIRECTORS

  221. DIRECTORS

    | 269. | The number of Directors on the Board shall be not less than three (3) nor more than fifteen (15). The authorised number of Directors (within such fixed maximum and fixed minimum numbers) shall be determined by the Board. The authorised number of Directors, as determined by the Board, may be increased or decreased by the affirmative vote of the holders of not less than seventy-five percent (75%) of the issued and outstanding Shares of the Company entitled to vote. |

  222. DIRECTORS

    | 270. | The remuneration to be paid to the Directors shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Board from time to time, or a combination partly of one such method and partly the other. The amount, rate or basis of the remuneration or expenses to be paid to the Directors shall not require approval or ratification by the Company in general meeting. A Director is expressly permitted (for the purposes of section 228(1)(d) of the Companies Act) to use the Company’s property pursuant to or in connection with: the exercise or performance of his duties, functions and powers as Director or employee; the terms of any contract of service or employment or letter of appointment; and, or in the alternative, any other usage authorised by the Directors (or a person authorised by the Directors) from time to time; and including in each case for a Director’s own benefit or for the benefit of another person. |

  223. DIRECTORS

    | 271. | The Board may approve additional remuneration to any Director undertaking any special work or services for, or undertaking any special mission on behalf of, the Company other than his or her ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his or her remuneration as a Director. |

  224. DIRECTORS

    | 272. | Members of special or standing committees may be allowed like compensation for service on any such committees or for attending committee meetings, or both. |