DEF 14A of Medtronic plc, Aug 14, 2020

DEF 14A of Medtronic plc

Filed Aug 14, 2020 · FY20200001193125-20-220558

Open on EDGAR

  1. Sustainability and ESG Highlights

    | | RICHARD H. ANDERSON Retired President and Chief Executive Officer Amtrak | Director since 2002 Age 65 |

  2. Sustainability and ESG Highlights

    Mr. Anderson served without compensation as the President and Chief Executive Officer of Amtrak, an intercity passenger rail service provider, from July 2017 until his retirement on April 15, 2020. From 2007 until May 2016, Mr. Anderson served as Chief Executive Officer and a director of Delta Air Lines, Inc., a commercial airline. Upon retiring as Chief Executive Officer of Delta Air Lines, Inc. in May 2016, he became the Executive Chairman of the board of directors of Delta Air Lines, Inc. until October 2016. He was Executive Vice President of UnitedHealth Group Incorporated, a diversified health care company, from 2004 until 2006. Mr. Anderson was Chief Executive Officer of Northwest Airlines Corporation from 2001 to 2004. Mr. Anderson is a former director of Delta Air Lines, Inc. Committees: Audit, Compensation, Finance and Financial Risk, and Nominating and Corporate Governance Other Public Company Directorships: None 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 has also served 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. Additionally, Mr. Anderson qualifies as an “audit committee financial expert” as defined by SEC rules.

  3. Sustainability and ESG Highlights

    | | CRAIG ARNOLD Chairman and Chief Executive Officer Eaton Corporation | Director since 2015 Age 60 |

  4. Sustainability and ESG Highlights

    Mr. Arnold has been Chairman and Chief Executive Officer of Eaton Corporation, a power management company, since June 2016. From September 2015 to May 2016, Mr. Arnold served as President and Chief Operating Officer of Eaton Corporation. Prior to that, Mr. Arnold served as the Vice Chairman and Chief Operating Officer, Industrial Sector, of Eaton Corporation. From 2000 to 2008 he served as Senior Vice President of Eaton Corporation and Group Executive of the Fluid Power Group of Eaton. Prior to joining Eaton, Mr. Arnold was employed in a series of progressively more responsible positions at General Electric Company from 1983 to 2000. Mr. Arnold was appointed to the Board of Directors of Eaton Corporation in 2015. Mr. Arnold is a former director of Covidien plc. Committees: Compensation (Chair), Finance and Financial Risk, and Technology and Value Creation Other Public Company Directorships: Eaton Corporation 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 Executive 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.

  5. Sustainability and ESG Highlights

    | | SCOTT C. DONNELLY Chairman, President and Chief Executive Officer Textron, Inc. | Director since 2013 Age 58 |

  6. Sustainability and ESG Highlights

    Mr. Donnelly is Chairman, President and Chief Executive Officer of Textron, Inc., a producer of aircraft, defense and industrial products. Mr. Donnelly joined Textron in June 2008 as Executive Vice President and Chief Operating Officer and was promoted to President and Chief Operating Officer in January 2009. He was appointed to the Board of Directors in October 2009, and became Chief Executive Officer of Textron in December 2009 and Chairman of the Board in September 2010. Previously, Mr. Donnelly was the President and CEO of General Electric Company’s aviation business unit, GE Aviation, a leading maker of commercial and military jet engines and components as well as integrated digital, electric power and mechanical systems for aircraft. Prior to July 2005, Mr. Donnelly held various other management positions since joining General Electric in 1989. Committees: Compensation, Nominating and Corporate Governance (Chair), and Technology and Value Creation Other Public Company Directorships: Textron, Inc. 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.

  7. Sustainability and ESG Highlights

    | | ANDREA J. GOLDSMITH, PH. D. Dean of the School of Engineering and Applied Sciences at Princeton University (as of September 1, 2020) | Director since 2019 Age 55 |

  8. Sustainability and ESG Highlights

    Effective September 1, 2020, Dr. Goldsmith will become Dean of the School of Engineering and Applied Sciences at Princeton University. Prior to becoming Dean at Princeton, Dr. Goldsmith served as the Stephen Harris professor in the School of Engineering at Stanford University from 2012-2020 and served as a professor, associate professor or assistant professor at Stanford University since January 1999. Dr. Goldsmith also founded and served as Chief Technology Officer of Plume WiFi (formerly, Accerlera, Inc.) from August 2010 to August 2014 and Quantenna Communications, Inc. (formerly, mySource Communications, Inc.) from 2005 to 2009. In addition, Dr. Goldsmith currently serves on the Technical Advisory Boards of Sequans Communications and Cohere Technologies. Dr. Goldsmith is a frequent lecturer and writer regarding wireless technologies. Committees: Finance and Financial Risk, Quality, and Technology and Value Creation Other Public Company Directorships: Crown Castle International Corp. Director Qualifications: Dr. Goldsmith’s qualifications to serve on our Board include her nationally recognized status in science and engineering, as a member of the National Academy of Engineering and the American Academy of Arts and Sciences and as a Fellow of the Institute of Electrical and Electronics Engineers. Dr. Goldsmith also serves on the board of directors of another public company. Dr. Goldsmith’s academic research focuses on the design, analysis, and fundamental performance limits of wireless systems and networks, as well as in the application of communication theory and signal processing to neuroscience, and her insights and perspectives on the intersection between fundamental science and technology developments and commercial innovation make her a valuable member of our Board.

  9. Sustainability and ESG Highlights

    | | RANDALL J. HOGAN, III Chairman nVent Electric plc | Director since 2015 Age 64 |

  10. Sustainability and ESG Highlights

    Mr. Hogan has been the Chairman of nVent Electric plc, a manufacturing company for electrical connection and protection products, since May 2018. From January 2001 until May 2018, Mr. Hogan served as Chief Executive Officer of Pentair plc, an industrial manufacturing company and was appointed Chairman in May 2002. From December 1999 to December 2000, he was President and Chief Operating Officer of Pentair, 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 past Chair of the board of the Federal Reserve Bank of Minneapolis. Mr. Hogan is a former director of Covidien plc. and Pentair plc. Committees: Audit (Chair), Compensation, and Nominating and Corporate Governance Other Public Company Directorships: nVent Electric plc Director Qualifications: Serving as Chairman of nVent Electric plc and 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 gave Mr. Hogan front-line exposure to many of the issues facing public companies, particularly on the operational, financial and corporate governance fronts. Mr. Hogan’s service on the Board of Directors and Governance Committee of Unisys as well as on the Board of the Federal Reserve Bank of Minneapolis and service as former Chair of the Audit Committee of Covidien plc further augments his range of knowledge, providing experience on which he can draw while serving as a member of our Board and Audit Committee. Additionally, Mr. Hogan qualifies as an “audit committee financial expert” as defined by SEC rules.

  11. Sustainability and ESG Highlights

    | | OMAR ISHRAK Executive Chairman and Chairman of the Board Medtronic plc | Director since 2011 Age 64 |

  12. Sustainability and ESG Highlights

    Mr. Ishrak is Chairman of the Board of Directors and, effective April 27, 2020, Executive Chairman of Medtronic. Prior to that, Mr. Ishrak served as Chief Executive Officer of Medtronic plc beginning in January 2015 and of Medtronic, Inc., since 2011. Mr. Ishrak served as President and Chief Executive Officer of GE Healthcare Systems, a division of GE, from 2009 to 2011. Prior to 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. Mr. Ishrak is also the independent Chairman of the Board of Directors of Intel Corporation. Other Public Company Directorships: Intel Corporation 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 35 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.

  13. Sustainability and ESG Highlights

    | | MICHAEL O. LEAVITT Founder and Chairman Leavitt Partners | Director since 2011 Age 69 |

  14. Sustainability and ESG Highlights

    Governor Leavitt has been founder and Chairman of Leavitt Partners, a family of healthcare companies focused on value based healthcare policy, 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. Governor Leavitt is a former director of Health Equity, Inc. Committees: Finance and Financial Risk, Quality, and Technology and Value Creation (Chair) Other Public Company Directorships: American Express 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 and investing in health care. Governor 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.

  15. Sustainability and ESG Highlights

    | | JAMES T. LENEHAN Financial Consultant and Retired Vice Chairman and President of Johnson & Johnson | Director since 2007 Age 71 |

  16. Sustainability and ESG Highlights

    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. Mr. Lenehan is a former director of Talecris Biotherapeutics Holding Corp. Committees: Audit, Quality, and Technology and Value Creation Director Qualifications: Mr. Lenehan’s qualifications to serve on our Board include over 32 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. Additionally, Mr. Lenehan qualifies as an “audit committee financial expert” as defined by SEC rules.

  17. Sustainability and ESG Highlights

    Mr. Martha is the Chief Executive Officer of Medtronic, a role he assumed on April 27, 2020. He served as President of Medtronic from November 1, 2019 through April 2020 and joined the Board of Directors in November 2019. Prior to that, Mr. Martha served as Executive Vice President and President, Restorative Therapies Group, a role he held since August 2015. Mr. Martha previously served as Senior Vice President of Strategy and Business Development of Medtronic plc beginning in January 2015 and of Medtronic, Inc. beginning in August 2011. Prior to that, he served as Managing Director of Business Development at GE Healthcare from April 2007 to July 2011; General Manager for GE Capital Technology Finance Services from November 2003 to March 2007; Senior Vice President, Business Development for GE Capital Vendor Financial Services from February 2002 to October 2003; General Manager for GE Capital Colonial Pacific Leasing from February 2001 to January 2002; and Vice President, Business Development for Potomac Federal, the GE Capital federal financing investment bank from May 1998 to January 2001. Other Public Company Directorships: None Director Qualifications: Mr. Martha’s qualifications to serve on our Board include more than twenty years in business management, with over ten years in the health care industry. Mr. Martha’s strong business experience leading our Restorative Therapies Group, as well as his history of success in development, implementation and execution of corporate strategy and executive management, make Mr. Martha a qualified and valuable member of our Board.

  18. Sustainability and ESG Highlights

    | | ELIZABETH G. NABEL, M.D. President of Brigham Health Professor of Medicine, Harvard Medical School | Director since 2014 Age 68 |

  19. Sustainability and ESG Highlights

    Dr. Nabel has been President of Brigham Health, hospitals and physician organizations operating inpatient and outpatient facilities, clinics, primary care health centers, and diagnostic and treatment technologies, research laboratories, and postgraduate medical and scientific education and training programs, as well as Harvard Medical School’s second largest teaching affiliate, since 2010. 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, including Director, 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. Dr. Nabel is an elected member of the National Academy of Medicine of the National Academy of Sciences. Committees: Audit, Quality (Chair), and Technology and Value Creation Other Public Company Directorships: Moderna, Inc. (through July 30, 2020) 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. Additionally, Dr. Nabel qualifies as an “audit committee financial expert” as defined by SEC rules.

  20. Sustainability and ESG Highlights

    | | DENISE M. O’LEARY Private Venture Capital Investor | Director since 2000 Age 62 |

  21. Sustainability and ESG Highlights

    Ms. O’Leary has been a private venture capital investor in a variety of early stage companies since 1996. She was a member of the Stanford University Board of Trustees from 1996 through 2006, where she chaired the Committee of the Medical Center. Ms. O’Leary is a former director of US Airways Group, Inc. and Calpine Corporation. Committees: Finance and Financial Risk (Chair), Nominating and Corporate Governance, and Quality Other Public Company Directorships: American Airlines Group, Inc. 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.

  22. Sustainability and ESG Highlights

    | | KENDALL J. POWELL Retired Chairman and Chief Executive Officer General Mills, Inc. | Director since 2007 Age 66 |

  23. Sustainability and ESG Highlights

    Mr. Powell was Chairman of General Mills, Inc., an international producer, marketer and distributor of cereals, snacks and processed foods, from 2008 until December 2017 and was Chief Executive Officer of General Mills, Inc. from 2007 until June 2017. He was President and Chief Operating Officer of General Mills, Inc. from 2006 to 2007, and became a director of General Mills, Inc. in 2006. He was Executive Vice President and Chief Operating Officer, U.S. Retail from 2005 to 2006; and Executive Vice President of General Mills, Inc. from 2004 to 2005. From 1999 to 2004, Mr. Powell was Chief Executive Officer of Cereal Partners Worldwide, a joint venture of General Mills, Inc. and the Nestle Corporation. Mr. Powell joined General Mills, Inc. in 1979. Mr. Powell is a former director of General Mills, Inc. Mr. Powell is also the Chair of the University of Minnesota Board of Regents. Committees: Compensation, Finance and Financial Risk, and Nominating and Corporate Governance Other Public Company Directorships: None 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 served 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. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE DIRECTOR NOMINEES.

  24. Fiscal Year 2020

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

  25. Our Codes of Conduct

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

  26. Our Codes of Conduct

    | Non-Employee Director | Fees Earned or Paid in Cash | Stock Awards | Total | | Richard H. Anderson | $190,000 | $175,054 | $365,054 | | Craig Arnold | $195,000 | $175,054 | $370,054 | | Scott C. Donnelly | $235,000 | $175,054 | $410,054 | | Randall J. Hogan, III | $200,000 | $175,054 | $375,054 | | Andrea J. Goldsmith, Ph.D. | $175,000 | $175,054 | $350,354 | | Michael O. Leavitt | $195,000 | $175,054 | $370,054 | | James T. Lenehan | $190,000 | $175,054 | $365,054 | | Elizabeth G. Nabel, M.D. | $210,000 | $175,054 | $385,054 | | Denise M. O’Leary | $195,000 | $175,054 | $370,054 | | Kendall J. Powell | $175,000 | $175,054 | $350,054 |

  27. ACTUAL AWARD PAYOUT AS A PERCENT OF TARGET AWARD PAYOUT

    | | 3-Year CEO Realizable Pay vs. Performance $000s | 3-Year CEO Realizable Pay | 3-Year Financial Performance Ranking(1) | | | | | UTX | Company | CEO | TSR | Revenue Growth | EPS Growth | Avg. ROIC | | MSFT | Microsoft Corporation | $151,423 | MSFT | BMY | BSX | BA | | ABT | Abbott Laboratories | $119,468 | ABT | MSFT | LLY | LMT | | LLY | Eli Lilly and Company | $96,421 | LLY | ABT | MRK | BIIB | | DHR | Danaher Corporation | $89,352 | DHR | BDX | PFE | ABBV | | JNJ | Johnson & Johnson | $83,167 | BAX | UTX | MSFT | MMM | | INTC | Intel Corporation | $82,069 | UNH | UNH | INTC | LLY | | UNH | UnitedHealth Group Incorporated | $79,532 | INTC | ABBV | ABT | MSFT | | AMGN | Amgen Inc. | $78,957 | QCOM | LMT | BIIB | BMY | | LMT | Lockheed Martin Corporation | $78,215 | AMGN | SYK | UNH | JNJ | | MRK | Merck & Co., Inc. | $78,126 | BDX | BSX | LMT | INTC | | CSCO | Cisco Systems, Inc. | $76,293 | LMT | INTC | ABBV | QCOM | | BAX | Baxter International Inc. | $71,984 | ABBV | BIIB | HON | HON | | ABBV | AbbVie Inc. | $69,133 | SYK | MRK | CSCO | MRK | | SYK | Stryker Corporation | $68,441 | BSX | JNJ | SYK | AMGN | | BMY | Bristol-Myers Squibb Company | $57,163 | MRK | BAX | DHR | PEP | | BDX | Becton, Dickinson and Company | $56,129 | CSCO | PEP | MDT | CSCO | | HON | Honeywell International Inc. | $52,713 | JNJ | LLY | AMGN | UNH | | BSX | Boston Scientific Corporation | $51,048 | GILD | MMM | QCOM | GILD | | MDT | Medtronic plc | $50,614 | MDT | QCOM | PEP | IBM | | QCOM | QUALCOMM Incorporated | $50,423 | PEP | DHR | JNJ | SYK | | IBM | International Business Machines Corporation | $50,057 | BMY | AMGN | MMM | BAX | | PEP | PepsiCo, Inc. | $47,414 | PFE | CSCO | IBM | PFE | | GILD | Gilead Sciences, Inc. | $47,275 | HON | MDT | UTX | UTX | | PFE | Pfizer Inc. | $46,530 | BIIB | IBM | BAX | BSX | | BA | The Boeing Company | $43,327 | UTX | PFE | BDX | MDT | | BIIB | Biogen Inc. | $42,143 | IBM | HON | GILD | DHR | | UTX | United Technologies | $36,842 | MMM | GILD | BMY | ABT | | MMM | 3M Company | $26,254 | BA | BA | BA | BDX | | | MDT Percent Rank | 32P | 34P | 16P | 44P | 8P |

  28. How We Establish Executive Compensation Levels

    How We Establish Executive Compensation Levels The Compensation Committee considers relevant market pay practices when establishing executive compensation program and pay levels, including base salary and annual and long-term incentives. To facilitate our ability to benchmark competitive compensation levels and practices, the Compensation Committee established a Comparison Group. The Compensation Committee selected the companies that constitute the Comparison Group after discussing various recommendations from the Independent Consultant. The Comparison Group is selected using Compensation Committee-approved criteria designed to identify companies with whom we are most likely to compete for talent. The criteria factors in our size (measured by revenue, market capitalization, and other size measures), our complexity, and our global footprint and also ensures we include companies that represent the Medical Device, Life Sciences and Technology industries. The Compensation Committee uses data from the Comparison Group to establish a competitive market median range within which individual pay is positioned to reflect each NEOs 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. The following table summarizes the selection criteria used by the Compensation Committee to select the Compensation Comparison Group.

  29. COMPARISON GROUP SIZE COMPARISONS

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

  30. Fiscal Year 2020 Compensation Decisions

    Fiscal Year 2020 Annual Incentive Target Pay Using the same analytical approach described for the annual base salary, the Independent Consultant identifies a +/- 15% range around the median 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 2020 CEO and NEO annual incentive target pay as a percentage of base salary.

  31. Fiscal Year 2020 Compensation Decisions

    | Name | FY2019 MIP Target | FY2020 MIP Target | % Increase/ (Decrease) | | Omar Ishrak | 175% | 175% | 0% | | Karen L. Parkhill | 110% | 110% | 0% | | Geoffrey S. Martha(1) | 100% | 150% | 50% | | Michael J. Coyle | 100% | 100% | 0% | | Bradley E. Lerman | 85% | 85% | 0% |

  32. Fiscal Year 2020 Compensation Decisions

    | In connection with Mr. Martha’s appointment to President effective November 1, 2019, Mr. Martha’s annual incentive target was increase to 150% of his base salary, pro-rated in the year of appointment. Prior to November 1, Mr. Martha’s annual incentive target was 100%(1) |

  33. Fiscal Year 2020 Compensation Decisions

    | Name | FY2019 LTIP Target (000s) | FY2020 LTIP Target (000s) | % Increase | | Omar Ishrak | $13,500 | $14,000 | 3.7% | | Karen L. Parkhill | $3,765 | $4,400 | 16.9% | | Geoffrey S. Martha(1) | $3,800 | $10,000 | 163.2% | | Michael J. Coyle | $4,400 | $4,600 | 4.5% | | Bradley E. Lerman | $3,000 | $3,200 | 6.7% |

  34. Fiscal Year 2020 Compensation Decisions

    | In connection with Mr. Martha’s appointment to President effective November 1, 2019, Mr. Martha’s annual LTIP target increased to $10,000,000, pro-rated in the year of appointment. Prior to his appointment, Mr. Martha’s LTIP target was $3,800,000.(1) |

  35. Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design

    Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design Annual incentive compensation supports the Compensation Committee’s pay-for-performance philosophy and aligns individual payouts with Company goals as set forth in the Company’s annual operating plan. Under the MIP, executives are eligible for cash awards based on the Company’s attainment of performance goals established by the Compensation Committee and the Board of Directors as part of the annual operating and strategic planning process. Consistent with past practice, the Compensation Committee structured the 2020 annual incentive plan as follows:

  36. Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design

    | ∎ | At the beginning of the fiscal year, the Compensation Committee established performance measures and goals based on the Board approved annual operating plan (see following paragraph for more detail on the performance measures). |

  37. Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design

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

  38. Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design

    | ∎ | After the close of the fiscal year, the Compensation Committee received a report from management regarding Company performance against the pre-established performance goals. Awards were based on each NEOs individual target award percentage and the overall Company results relative to the specific performance goals, as certified by the Compensation Committee. |

  39. Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design

    | 40 | MEDTRONIC PLC 2020 Proxy Statement |

  40. Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design

    Fiscal Year 2020 MIP Performance Measures:

  41. Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design

    | ∎ | The performance measures were non-GAAP diluted EPS, revenue growth and free cash flow, each weighted equally at 33%. The non-GAAP diluted EPS measure was also designated to be the plan threshold 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 non-GAAP diluted EPS measure was not satisfied, then the plan provided no payout regardless of the results of the other performance measures. |

  42. Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) 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 award for that particular measure was payable (and no payout was made at all if the non-GAAP diluted EPS 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 for revenue growth and non-GAAP diluted EPS and 150% for free cash flow. |

  43. Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design

    | ∎ | The Compensation Committee included a Quality Compliance Modifier as part of the plan design to 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 may only reduce a payout and cannot increase a payout. |

  44. Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design

    | ∎ | The Compensation Committee maintains discretion for MIP payouts for all MIP participants under the plan. |

  45. Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design

    Fiscal Year 2020 Annual MIP Performance Measures At the beginning of the fiscal year, the Compensation Committee approved the target performance goal and performance range for each of the three equally weighted performance measures. The targets are from the Company’s Board-approved annual operating plan and the performance range is derived from the median performance range structure used by our Compensation Comparison Group.

  46. FY20 MIP METRICS

    FY20 MIP METRICS

  47. FY20 MIP METRICS

    | MEDTRONIC PLC 2020 Proxy Statement | 41 |

  48. FY20 MIP METRICS

    The following provides details about the performance measures, targets (in $ millions), and performance range.

  49. FY20 MIP METRICS

    | Measure | Rationale | Performance Targets | | | Weight | | Revenue Growth Over Prior Year (Constant Currency) | Top line growth continues to be a key driver of shareholder value. | (95% of Plan) (-0.6%) | (100% of Plan) 4.6% | (105% of Plan) 9.9% | 1/3 of Payout | | (Target Payout %) | | 50% Minimum | 100% Target | 200% Maximum | | | Diluted EPS Growth (Non-GAAP) | Earnings both from operating efficiency and financial management is a key driver of returns to shareholders. | (92% of Plan) $5.17 | (100% of Plan) $5.60 | (110% of Plan) $6.16 | 1/3 of Payout | | (Target Payout %) | | 50% Minimum | 100% Target | 200% Maximum | | | Free Cash Flow (Non-GAAP) | Under the free cash flow metric, Medtronic management is held accountable for GAAP net income including items such as litigation, tax payments and benefits not associated with balance sheet transactions – the Free Cash Flow may be adjusted to avoid payment timing-based windfalls for large items. | (80% of Plan) $5,040 | (100% of Plan) $6,300 | (120% of Plan) $7,560 | 1/3 of Payout | | (Target Payout %) | | 50% Minimum | 100% Target | 150% Maximum | | | Quality Compliance Modifier Performance Threshold | We focus on 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 |

  50. FY20 MIP METRICS

    For purposes of the annual incentive calculation, “diluted EPS” refers to non-GAAP diluted EPS. A reconciliation of the GAAP to non-GAAP diluted EPS is included in Appendix A to this proxy statement. Revenue Growth represents fiscal year 2020 revenue in comparison to fiscal year 2019 revenue. Free Cash Flow is defined as cash provided by operating activities, less additions to property, plant and equipment as shown on the Statement of Cash Flows, further adjusted for management’s discretionary adjustments as allowed under Medtronic’s Annual Incentive Plan. The Quality Compliance Modifier Performance Threshold uses a scorecard based on Food and Drug Administration (“FDA”) inspections, non-material FDA warning letters, and material FDA warning letters. Fiscal Year 2020 MIP 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 Revenue Growth and Diluted Earnings Per Share, 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. For Free Cash Flow 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 1.5x 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 multiplied by the individual target award and eligible earnings to arrive at the actual payment amount, as illustrated below: MEDTRONIC INCENTIVE PLAN PERFORMANCE EQUALS:

  51. FY20 MIP METRICS

    | 42 | MEDTRONIC PLC 2020 Proxy Statement |

  52. Fiscal Year 2020 Long-Term Incentive Plan (LTIP) Design

    Fiscal Year 2020 Long-Term Incentive Plan (LTIP) Design Target LTIP grant values for each NEO are established at the beginning of the Fiscal Year as described previously. The grant date target value is split equally among three LTIP components: stock options; restricted stock units; and a three-year cash incentive plan called the Long-Term Performance Plan (“LTPP”). For example, the hypothetical target LTIP of $2,400,000 would be granted as $800,000 in stock options (based on the aggregate grant date Black-Scholes value), $800,000 in restricted stock units, and $800,000 under the LTPP.

  53. FY20 LTIP DESIGN

    FY20 LTIP DESIGN Fiscal Year 2020 Long-Term Incentive Plan Components

  54. Stock Options

    Stock Options Stock options are a performance-based compensation component that tie 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 over four years in equal increments of 25% per year beginning one year after the date of grant.

  55. Restricted Stock Units (RSU)

    Restricted Stock Units (RSU) RSUs represent the second one-third of the target LTIP value and are intended to assist in retaining high performing executives and align executives’ compensation with shareholders through long-term stock ownership. The RSU grants cliff vest (100%) on the third anniversary of the grant date. Unlike the more commonly used time-based RSUs used by our Comparison Group, Medtronic’s RSUs include a three-year minimum performance threshold that must be met before the RSUs vest. For fiscal year 2020 RSU grants, the performance threshold was set as the cumulative diluted EPS over a three-year period based on a compound annual growth rate of 3%.

  56. Long-Term Performance Plan (LTPP)

    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 has different measures than our short-term incentive plan as it is tied to longer term financial performance measures. The LTPP pays in cash after the end of the three fiscal year performance period. A new LTPP award grant and performance period is established at the beginning of each fiscal year. Because three-year performance periods overlap, performance goals are established at the start of each performance period and, once established, do not change.

  57. Long-Term Performance Plan (LTPP)

    | MEDTRONIC PLC 2020 Proxy Statement | 43 |

  58. Long-Term Performance Plan (LTPP)

    Fiscal Year 2020 LTPP Measures At the beginning of the fiscal year, the Compensation Committee approved the LTPP performance measures and targets for the fiscal year 2020 — 2022 performance cycle. The targets were established based on Medtronic’s strategic plan and aligned with the goals disclosed to investors. The revenue growth measure, target, and performance range are different from those applicable to the annual incentive plan because the LTPP measures revenue performance on a cumulative basis over a three-year performance period. As in past years, we measure revenue on a cumulative basis because this requires that each year’s growth is counted. We set performance goals for threshold, target and maximum performance based on a targeted growth rate for revenue in each year of the three-year period as shown in the table below. The following table provides detailed information about each performance measure.

  59. Long-Term Performance Plan (LTPP)

    | Measure | Rationale | Performance Targets | | | Weight | | Three-year Revenue Growth | Long-term revenue growth is a key driver of shareholder value creation | Minimum 0% | Target 5% | Maximum 10% | 1/3 | | (Target Payout %) | | (50% of Plan) | (100% of Plan) | (200% of Plan) | | | Three-Year Average Return on Invested Capital (“ROIC”) | ROIC measures management’s ability to generate sustained returns on our invested capital | Minimum 10% | Target 13% | Maximum 18% | 1/3 | | (Target Payout %) | | (50% of Plan) | (100% of Plan) | (200% of Plan) | | | Relative Total Shareholder Return (“Relative TSR”) | Measures our performance relative to our Comparator Group and aligns with prevalent market practice as well as shareholder feedback | Minimum 25(th) percentile | Target 50(th)percentile | Maximum 75(th)percentile | 1/3 | | (Target Payout %) | | (50% of Plan) | (100% of Plan) | (200% of Plan) | |

  60. Long-Term Performance Plan (LTPP)

    The revenue growth used in LTPP results is defined as the three-year cumulative revenue growth measured at constant currency. ROIC is defined as non-GAAP net income after the removal of the after-tax impact of amortization plus interest expense net of tax, divided by Invested Capital, averaged over the 3-year period. Invested Capital is defined as Total Equity Plus Interest-Bearing Liabilities less Cash and Cash Equivalents for each year. Relative Total Shareholder Return is defined as the ending share price of a share of common stock, plus the value of reinvested dividends, divided by the beginning share price. Both beginning and ending share prices are measured over a 30-day average. Relative TSR is measured against Medtronic’s Compensation Comparison Group. Fiscal Year 2020 Long-Term Performance 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 NEOs individual target award to arrive at the actual payment amount. LONG-TERM PERFORMANCE PLAN PAYOUT EQUALS:

  61. Long-Term Performance Plan (LTPP)

    | 44 | MEDTRONIC PLC 2020 Proxy Statement |

  62. Fiscal Year 2021 LTIP Design Change

    Fiscal Year 2021 LTIP Design Change In fiscal year 2020, the Compensation Committee, in consultation with the Independent Consultant decided to replace the cash settled Long-Term Performance Plan (LTPP) with a Performance Share Plan (PSP) that uses Performance Share Units to settle long-term performance. In addition, the Committee eliminated the 3-year performance hurdle for RSU vesting beginning with the FY2021 grant. Furthermore, the weighting for the LTI components will change as illustrated below. These changes were made to better align with Medtronic’s long-term growth strategy and market prevalence and were also a result of on-going shareholder feedback.

  63. Fiscal Year 2021 LTIP Design Change

    | FY20 LTIP DESIGN | FY21 LTIP DESIGN | | | |

  64. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts Fiscal Year 2020 Annual Incentive Plan Results and Payouts At the end of the fiscal year, the Compensation Committee reviewed performance against the incentive plan targets for fiscal year 2020. Due to the impact of COVID-19 on our business, we did not achieve our goals established at the beginning of fiscal year 2020. However, the Committee and management believed it was important to separate the impact on compensation for our most senior leaders and the rest of the organization. Our performance through the first three quarters of fiscal 2020 was tracking above target, and if not for the unprecedented impact of COVID-19 on our business that occurred late in our fiscal year, we likely would have paid annual incentives above target for the year. As a result, the Committee approved an adjusted payout under our annual incentive to all MIP eligible employees, excluding our most senior executives including our CEO and NEOs. The adjusted payout applies to the total Medtronic component of MIP which makes up a minimum of 30% of each participants fiscal year 2020 MIP. The Fiscal Year 2020 payout was calculated based on our performance against our financial goals through the first three quarters of fiscal 2020, weighted 75% and a zero payout for the fourth quarter weighted 25%. We believe this approach is consistent with our commitment to actively support our employees during this unprecedented time through a number of programs and benefits previously disclosed in a press release we issued on April 21, 2020. As discussed above, for our most senior leaders, including our CEO and NEOs, Fiscal Year 2020 annual MIP was not adjusted, resulting in no payout for these leaders. The table below shows the calculation. ANNUAL MIP FINANCIAL RESULTS:

  65. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | | Non-GAAP Diluted EPS(2) | Revenue Growth | Free Cash Flow(2)(3) | Total Payout Percent | | FY20 Actual | $4.56 | -4.04% | $5,748 | | | FY20 Target | $5.60 | 4.6% | $6,300 | | | Payout Level | 0% | 0% | 0% | | | Objective Weight | 33.33% | 33.34% | 33.33% | | | Award Level | 0% | 0% | 0% | | | Quality Compliance Modifier(1) | — | — | — | | | Total Payout Percent | — | — | — | 0% |

  66. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | The Quality Compliance Modifier performance threshold was achieved, resulting in no reduction to the annual incentive plan payout.(1) |

  67. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | Non-GAAP diluted EPS and free cash flow are considered non-GAAP financial measures under applicable SEC rules and regulations. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure is included in Appendix A of this proxy statement.(2) |

  68. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | $ in millions.(3) |

  69. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | MEDTRONIC PLC 2020 Proxy Statement | 45 |

  70. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    ANNUAL MIP QUALITY COMPLIANCE MODIFIER: Although the financial measures were not achieved on the MIP, our performance on the quality modifier would have resulted in no negative adjustments to the payouts. The Company works diligently to comply with all quality and regulatory requirements and is routinely monitored by federal regulators. During fiscal year 2020 we averaged two findings per FDA inspection as noted below:

  71. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | | | Score | | | | | Multiplier | FY18 | FY19 | FY20 | | Warning Letter Received in Fiscal Year | 20 | — | — | — | | Average Findings per FDA Inspection in Fiscal Year | 10 | 4 | 2 | 2 | | FY 2020 Total | | 4 | 11 | 2 | | Goal – Not to exceed | | | | 25.00 |

  72. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    ANNUAL MIP PAYMENTS:

  73. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | Name | FY2020 Actual Performance | FY2020 MIP Target | FY2020 MIP Award | | Omar Ishrak | —% | 175% | $0 | | Karen L. Parkhill | —% | 110% | $0 | | Geoffrey S. Martha | —% | 150% | $0 | | Michael J. Coyle | —% | 100% | $0 | | Bradley E. Lerman | —% | 85% | $0 |

  74. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    Fiscal Year 2018 — 2020 Restricted Stock Unit Payout Results At the end of the fiscal year, the Compensation Committee certified the attainment of the threshold 3% cumulative diluted EPS growth performance results for the restricted stock unit performance period that began in fiscal year 2018 and was completed at the end of fiscal year 2020. The following table shows the results for fiscal year 2018-2020 Restricted Stock Unit Performance Threshold:

  75. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | Fiscal Year | EPS | | FY2017 (Baseline) | $4.31(1) | | FY2018 | $4.68(3) | | FY2019 | $5.17(4) | | FY2020 | $4.56(4) | | 3-year Cumulative Compound Annual Growth Rate (CCAGR)(2) | 5.54% |

  76. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | In order to provide year-over-year comparability and to calculate CCAGR above, FY2017 and FY2018 non-GAAP diluted EPS were adjusted for the divestiture of Medtronic’s Patient Care, Deep Vein Thrombosis, and Nutritional Insufficiency businesses during the second quarter of fiscal year 2018.(1) |

  77. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | Calculated as a CCAGR.(2) |

  78. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | Non-GAAP diluted EPS was adjusted due to the determination of the Compensation Committee and Medtronic Management that the charges recognized in connection with the impairment off an IPR&D asset should be included in operating results for compensation purposes under the Annual Incentive Plan.(3) |

  79. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | Non-GAAP diluted EPS was adjusted for gains and losses on minority investments, impairments and IPR&D due to the determination of the Compensation Committee and Medtronic Management that Non-GAAP adjustments not reflected in FCF should be added back to earnings for incentive plan calculation purposes.(4) |

  80. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | 46 | MEDTRONIC PLC 2020 Proxy Statement |

  81. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    Fiscal Year 2018 — 2020 Long-Term Performance Plan Payout Results At the end of the fiscal year, the Compensation Committee certified the results for the LTPP performance period that began in fiscal year 2018 and was completed at the end of fiscal year 2020. Payments of awards for this LTPP performance period were made during the first fiscal quarter of fiscal year 2021 and can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 54. The following table shows the results for fiscal year 2018 – 2020 LTPP and the resulting total payout percentage:

  82. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | Year | Revenue Growth(1) | ROIC(2) | | FY2018(3) | 5.2% | 10.7% | | FY2019(3) | 5.5% | 11.8% | | FY2020 | 0.0% | 10.1% | | Total/Average | 3.58% | 10.87% | | 2018-2020 LTPP Target | 5.0% | 13.0% | | Payout Level | 85.79% | 64.55% | | Objective Weight | 50.0% | 50.0% | | Weighted Payout Percent | 42.89% | 32.27% | | TOTAL PAYOUT PERCENT | | 75.16% |

  83. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | Revenue Growth is the three-year cumulative revenue growth measured at constant currency.(1) |

  84. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | ROIC is the non-GAAP net income after the removal of the after-tax impact of amortization plus interest expense net of tax, divided by Invested Capital, averaged over the 3-year period. Invested Capital is Total Equity plus interest bearing liabilities less cash and cash equivalents for each year.(2) |

  85. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | Results are adjusted to remove the Cardinal divestiture financials.(3) |

  86. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    LONG-TERM PERFORMANCE PLAN PAYMENTS:

  87. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | Name | FY18-FY20 Actual Performance | FY18-FY20 Targets | FY18-FY20 Awards | | Omar Ishrak | 75.16% | $4,500,000 | $3,382,200 | | Karen L. Parkhill | 75.16% | $1,133,334 | $851,814 | | Geoffrey S. Martha | 75.16% | $833,334 | $626,334 | | Michael J. Coyle | 75.16% | $1,366,668 | $1,027,188 | | Bradley E. Lerman | 75.16% | $1,000,000 | $751,600 |

  88. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    Executive Officer Transitions As previously disclosed, effective November 1, 2019, Mr. Martha was promoted to President of the Company and was appointed to the Board. In addition, on April 26, 2020, Mr. Ishrak retired as Chief Executive Officer of the Company, and on April 27, 2020 Mr. Ishrak became Executive Chairman of the Board and Mr. Martha assumed the role of Chief Executive Officer and ceased being President. In connection with Mr. Martha’s appointment as President, the Company and Mr. Martha entered into a Letter Agreement, dated August 26, 2019, which sets forth certain terms of his employment as President. Effective upon becoming President (and continuing after he became Chief Executive Officer), Mr. Martha began receiving an annualized base salary of $1,100,000 and became eligible for a target annual bonus opportunity of 150% of his base salary, each prorated in the year of appointment. In addition, in connection with his appointment, Mr. Martha received a one-time equity grant under the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan, with an aggregate grant date value of $3.1 million. The equity grant was apportioned among stock options (1/3); RSUs (1/3); and a three-year LTPP cash incentive opportunity (1/3). No additional compensation will be provided Mr. Martha for his service as a director on the Board. The stock options have a ten-year term and vest over four years in equal increments of 25% per year beginning July 29, 2020. The RSUs will cliff vest (100%) on July 29, 2022, subject to a three-year cumulative diluted EPS performance threshold based on a compound annual growth rate of 3%. The LTPP will pay in cash after the end of the three fiscal year performance period (fiscal years 2020-2022), based on achievement of the LTPP’s performance goals. Mr. Martha is also be entitled to a business allowance, personal aircraft usage and participation in the Company’s severance and change in control plans consistent with current executive officer levels. The Company and Mr. Ishrak also entered into a Letter Agreement, dated August 23, 2019, pursuant to which Mr. Ishrak’s base salary decreased on April 27, 2020 to $1,000,000 annually, prorated in the year his appointment to Executive Chairman became effective and following his retirement as Chief Executive Officer. The terms of his employment otherwise continue in full force and effect.

  89. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | MEDTRONIC PLC 2020 Proxy Statement | 47 |

  90. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    Mr. Hakami, Executive Vice President Diabetes Business Group, left the organization as announced on October 21, 2019 under a mutually agreed to leadership transition. Consistent with the company severance policy for senior executives and in exchange for enhanced covenants, Mr. Hakami received a lump sum severance payment. Per the Proxy disclosed severance practice, the basis for the severance payment is the sum of: two times the annual base salary, two times the lesser of forecasted actual annual incentive or target annual incentive cash opportunity under MIP, the value of 24 months of continued health and dental insurance coverage, and outplacement services as disclosed under the Company Severance Practices section on page 67 following the Summary Compensation Table. This severance practice is also benchmarked to ensure consistency with majority market practice. The lesser of actual or target annual incentive opportunity under MIP must be determined at the time severance is calculated. At the time that severance was provided to Mr. Hakami, forecasted actual MIP payout was trending at more than 100% of target payout and as a result the target MIP amount was used as the basis for the severance calculation. The tables below show the fiscal year 2020 base salary increase, MIP target and LTIP target for Mr. Hakami.

  91. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | Name | FY2019 Salary (000s) | FY2020 Salary (000s) | Merit% Increase | | Hooman C. Hakami | $682 | $689 | 1.0% | | Name | FY2019MIP Target | FY2020MIP Target | % Increase/ (Decrease) | | Hooman C. Hakami | 100% | 100% | N/A | | Name | FY2019 LTIP Target (000s) | FY2020 LTIP Target (000s) | % Increase | | Hooman C. Hakami | $2,500 | $2,500 | N/A |

  92. Fiscal Year 2020 Annual and Long-Term Incentive Plan Payouts

    | 48 | MEDTRONIC PLC 2020 Proxy Statement |

  93. Executive Compensation Governance Practices and Policies

    Executive Compensation Governance Practices and Policies Stock Ownership and Retention Policy Medtronic’s executive stock ownership and retention guidelines are meant to align management and shareholder incentives, at the highest levels of Medtronic’s organization. Those guidelines require the CEO to maintain ownership of stock equal to six (6) times annual base salary and other NEOs to maintain stock ownership equal to three (3) times annual base 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. For purposes of complying with the guidelines shares owned outright, legally or beneficially, by an officer or the officer’s immediate family members, after-tax unvested restricted stock units, and shares held in the tax-qualified and nonqualified retirement and deferred compensation plans count toward the guideline. For share issuances (restricted stock unit vesting), net gain shares are those shares remaining after payment of income taxes. Compliance with our ownership and retention 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 NYSE for the six (6) calendar months preceding the measurement date. As of August 3, 2020, all NEOs are in compliance with the stock ownership and retention policy; however, due to his more recent appointment to Chief Executive Officer, Geoffrey S. Martha is expected to make progress towards the required ownership guidelines over time. Hedging and Pledging Policy Our insider trading policy prohibits our NEOs and directors (along with others) from engaging in short sales of Medtronic securities (including short sales against the box) or engaging in purchases or sales of puts, calls or other derivative securities based on Medtronic securities. The policy also prohibits our NEOs from purchasing Medtronic securities on margin, borrowing against Medtronic securities held in a margin account or pledging Medtronic securities as collateral for a loan. 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 that specifically prohibit the sale, assignment and transfer of awards 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 (“Clawback”) The Company has a comprehensive Incentive Compensation Forfeiture Policy, which is designed to recoup improper awards 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 mistakenly paid or awarded to the executive officer as a result of misconduct (as defined below), 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. Equity Compensation Forfeiture The Company may require the return or forfeiture of cash and 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 (6) months prior to or twelve (12) 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.

  94. Executive Compensation Governance Practices and Policies

    Equity Award Granting Practices The Compensation Committee typically approves annual long-term incentive awards for NEOs each June at a regular meeting of the Compensation Committee (CEO awards are approved by the full Board of Directors). The awards are granted at the next regularly scheduled grant date. Medtronic typically grants equity on the first trading day of each quarter of the Fiscal Year. New hire, promotion, retention and other special or ad hoc awards for NEOs are approved by the Compensation Committee. The grants are typically effective on the next regularly scheduled grant date following Committee approval. Medtronic adheres to the following practices when granting equity awards:

  95. Executive Compensation Governance Practices and Policies

    | ∎ | Stock options are granted with an exercise price equal to the market close stock price of Medtronic ordinary shares on the date of grant. |

  96. Executive Compensation Governance Practices and Policies

    | ∎ | We prohibit the repricing of stock options. This includes amending outstanding options to lower their exercise price, substituting new awards with a lower exercise price or executing a cash buyout. |

  97. Executive Compensation Governance Practices and Policies

    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, which places a limit of $1 million per year on the amount of compensation paid to certain of our executive officers that is deductible by the Company for federal income tax purposes. The Tax Cuts and Jobs Act eliminated the performance-based exception to the $1 million deduction limit under Section 162(m). As a result, since fiscal year 2019, compensation paid to our NEOs in excess of $1 million is generally nondeductible, whether or not it is performance-based (except for certain performance-based compensation paid pursuant to a legally binding arrangement in place on November 2, 2017). The Compensation Committee will continue to maintain maximum flexibility in the design of our compensation programs and continues to reserve the discretion to exceed the limitation on deductibility under Section 162(m) to ensure that our NEOs are compensated in a manner that it believes to be consistent with the Company’s best interests and those of its shareholders. The Compensation Committee also considers accounting treatment in the design of the long-term incentive plan. Compensation Risk Assessment Compensation policies and practices are also designed to discourage inappropriate risk-taking. While you should refer to the section entitled “Corporate Governance — Board Role in Risk Oversight” beginning on page 18 of this proxy statement for a discussion of the Company’s general risk assessment of compensation policies and practices, mitigating factors with respect to our NEOs include the following:

  98. Executive Compensation Governance Practices and Policies

    | ∎ | Incentive plans are more heavily weighted toward long-term performance to reduce the incentive to impair the prospects for long-term performance in favor of maximizing performance in one year. |

  99. Executive Compensation Governance Practices and Policies

    | ∎ | Improper payments or gains from incentives and equity compensation are subject to clawback. |

  100. Executive Compensation Governance Practices and Policies

    | ∎ | Short-term and long-term cash incentive payments are capped at 183% and 200% of target payout respectively. |

  101. Executive Compensation Governance Practices and Policies

    | ∎ | 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 EPS, 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. |

  102. Executive Compensation Governance Practices and Policies

    | ∎ | The Compensation Committee retains discretionary authority to override any incentive plan’s formulaic outcome in the event of unforeseen circumstances. For example, controlling for large unplanned transactions that generate a plan windfall that is not aligned with annual operating income. |

  103. Other Benefits and Perquisites

    Change of Control Policy Compensation in a change of control situation is designed 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 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 motivate senior management to objectively evaluate potential mergers or transactions that may be in the best interests of shareholders. Our change of control policy is discussed in more detail in the “Potential Payments Upon Termination or Change of Control” section of “Executive Compensation.” Our Change of Control (COC) Policy requires a “double trigger” and only applies if a participant is involuntarily terminated without cause or the participant terminates employment for good reason within three years after a COC event. Our COC policy also does not provide for any “golden parachute” excise tax gross-ups.

  104. Other Benefits and Perquisites

    | 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 ($) | Total ($) | | Omar Ishrak | 2020 | 1,741,556 | — | 4,666,732 | 4,666,291 | 3,382,200 | 286,442 | 79,519 | 14,822,740 | | Chairman and Chief Executive Officer | 2019 | 1,690,831 | — | 4,500,054 | 4,500,236 | 6,748,488 | 255,602 | 101,114 | 17,796,325 | | | 2018 | 1,641,583 | — | 4,500,036 | 2,943,204 | 8,109,248 | 240,491 | 150,569 | 17,585,131 | | Karen L. Parkhill | 2020 | 865,921 | — | 1,466,705 | 1,491,560 | 851,814 | — | 90,400 | 4,766,400 | | Executive Vice President and Chief Financial Officer | 2019 | 825,577 | — | 1,255,048 | 1,280,087 | 1,768,691 | — | 84,664 | 5,214,067 | | | 2018 | 807,692 | — | 1,133,343 | 757,608 | 828,808 | — | 101,078 | 3,628,529 | | Geoffrey S. Martha(1) | 2020 | 905,270 | — | 2,300,105 | 2,324,909 | 626,334 | — | 149,389 | 6,306,007 | | President | 2019 | 692,516 | — | 1,000,012 | 1,025,064 | 1,352,273 | — | 100,961 | 4,170,826 | | Michael J. Coyle | 2020 | 933,417 | — | 1,533,411 | 1,558,217 | 1,027,188 | — | 131,501 | 5,183,734 | | Executive Vice President and Group President, Cardiac and Vascular Group | 2019 | 923,492 | — | 1,466,702 | 1,491,762 | 2,076,253 | — | 122,970 | 6,081,179 | | | 2018 | 896,923 | — | 1,366,696 | 910,217 | 2,360,649 | — | 121,066 | 5,655,551 | | Bradley E. Lerman | 2020 | 873,120 | — | 1,066,676 | 1,091,588 | 751,600 | — | 117,578 | 3,900,562 | | Senior Vice President, General Counsel and Corporate Secretary | 2019 | 847,385 | — | 1,000,012 | 1,025,064 | 1,567,379 | — | 109,674 | 4,549,514 | | | 2018 | 815,385 | — | 1,000,083 | 670,408 | 1,815,588 | — | 107,587 | 4,409,051 | | Hooman C. Hakami(2)(3) | 2020 | 608,856 | — | 833,411 | 858,273 | — | — | 2,871,100 | 5,171,640 | | Former Executive Vice President and President, Diabetes | | | | | | | | | |

  105. Other Benefits and Perquisites

    | Mr. Martha was not a Named Executive Officer in fiscal year 2018.(1) |

  106. Other Benefits and Perquisites

    | Mr. Hakami was not a Named Executive Officer in fiscal years 2018 or 2019.(2) |

  107. Other Benefits and Perquisites

    | Mr. Hakami left the organization as announced on October 21, 2019.(3) |

  108. Other Benefits and Perquisites

    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 2020 Nonqualified Deferred Compensation Table on page 64 of this proxy statement. Each of the NEOs also contributed a portion of salary to the Medtronic Savings and Investment Plan, our 401(k) Plan. 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 units awarded 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 2020 Grants of Plan-Based Awards table on page 57 and the footnotes to the 2020 Outstanding Equity Awards at Fiscal Year End table on page 59 of this proxy statement. Additional information regarding the assumptions used to calculate these amounts is incorporated by reference to Note 13 to the financial statements included in the Company’s Form 10-K for fiscal year 2020.

  109. Other Benefits and Perquisites

    | 54 | MEDTRONIC PLC 2020 Proxy Statement |

  110. Other Benefits and Perquisites

    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 estimate.

  111. Other Benefits and Perquisites

    | | Stock Option Grant Date | | | | | | July 31, 2017 | July 30, 2018 | July 29, 2019 | October 28, 2019 | | Fair value of options granted | $13.73 | $14.75 | $15.48 | $15.86 | | Assumption used: | | | | | | Risk-free rate(1) | 2.00% | 2.90% | 1.89% | 1.71% | | Expected volatility(2) | 19.53% | 17.74% | 17.95% | 18.13% | | Expected life(3) | 6.2 yrs | 6.2 yrs | 6.1 yrs | 6.0 yrs | | Dividend yield(4) | 2.19% | 2.25% | 2.09% | 2.03% |

  112. Other Benefits and Perquisites

    | 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) |

  113. Other Benefits and Perquisites

    | 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) |

  114. Other Benefits and Perquisites

    | 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) |

  115. Other Benefits and Perquisites

    | 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) |

  116. Other Benefits and Perquisites

    For a description of the vesting terms of the option awards, see the narrative disclosure following the 2020 Grants of Plan-Based Awards table on page 57 and the footnotes to the 2020 Outstanding Equity Awards at Fiscal Year End table on page 59 of this proxy statement. Additional information regarding the assumptions used to calculate these amounts is incorporated by reference to Note 13 to the financial statements included in the Company’s Form 10-K for fiscal year 2020. 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. It includes any amounts deferred under the Capital Accumulation Plan (as stated in the 2020 Nonqualified Deferred Compensation table on page 64 of this proxy statement). The table below reflects compensation received by the NEO under each plan for the performance period ending through fiscal year 2020.

  117. Other Benefits and Perquisites

    | Name | MIP | 2018-2020 LTPP | Total Non-Equity Incentive Plan Compensation | | Omar Ishrak | $0 | $3,382,200 | $3,382,200 | | Karen L. Parkhill | $0 | $851,814 | $851,814 | | Geoffrey S. Martha | $0 | $626,334 | $626,334 | | Michael J. Coyle | $0 | $1,027,188 | $1,027,188 | | Bradley E. Lerman | $0 | $751,600 | $751,600 | | Hooman C. Hakami | $0 | $0 | $0 |

  118. Other Benefits and Perquisites

    For a more detailed description of the terms of the non-equity incentive plan awards, see page 40 of the Compensation Discussion and Analysis and the narrative disclosure following the 2020 Grants of Plan-Based Awards on page 57 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. The change in the present value of the accrued pension benefit is influenced 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, discount rates of 3.71% for the qualified plan and 3.09% for the nonqualified NRPS were used for fiscal year 2020, down from 4.18% for the qualified plan and 3.89% for the nonqualified NRPS in fiscal year 2019.

  119. Other Benefits and Perquisites

    | MEDTRONIC PLC 2020 Proxy Statement | 55 |

  120. Other Benefits and Perquisites

    The pension values are calculated based on the accrued pension benefits (qualified plan and the nonqualified NRPS) as of April 24, 2020 and the fiscal year-end 2020 ASC 715 disclosure in the financial statements included in assumptions. Assumptions are described in Note 16 to the financial statements included in the Company’s Form 10-K for fiscal year 2020. All Other Compensation The all other compensation column includes the following:

  121. Other Benefits and Perquisites

    | Name | Fiscal Year | Perquisites and Other Personal Benefits(1) | Tax Reimbursement | Company Contributions to Defined Contribution Plans(2) | Severance(3) | Total | | Omar Ishrak | 2020 | $68,397 | $0 | $11,122 | | $79,519 | | Karen L. Parkhill | 2020 | $24,000 | $24 | $66,376 | | $90,400 | | Geoffrey S. Martha | 2020 | $55,774 | $7 | $93,608 | | $149,389 | | Michael J. Coyle | 2020 | $24,000 | $71 | $107,430 | | $131,501 | | Bradley E. Lerman | 2020 | $24,000 | $71 | $93,507 | | $117,578 | | Hooman C. Hakami | 2020 | $41,559 | $27 | $0 | $2,829,514 | $2,871,100 |

  122. Other Benefits and Perquisites

    | This column represents the aggregate incremental cost of perquisites and other benefits, and includes:(1) |

  123. Other Benefits and Perquisites

    | ∎ | Mr. Ishrak includes a $40,000 business allowance and $26,559 attributable to personal use of Company aircraft. The amount disclosed does not include de minimis incremental costs incurred by the Company in connection with guests accompanying Mr. Ishrak on the Company aircraft during business flights. Mr. Ishrak also received $1,838 for completion of an application and/or receiving a grant of a U.S. Patent. Tax is reimbursed on this amount. |

  124. Other Benefits and Perquisites

    | ∎ | Ms. Parkhill includes a $24,000 business allowance. |

  125. Other Benefits and Perquisites

    | ∎ | Mr. Martha includes a $31,385 business allowance, representing an increase from $24,000 to $40,000 upon his promotion to President. He also received $24,389 attributable to personal use of Company aircraft. |

  126. Other Benefits and Perquisites

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

  127. Other Benefits and Perquisites

    | ∎ | Mr. Lerman includes $24,000 business allowance. |

  128. Other Benefits and Perquisites

    | ∎ | Mr. Hakami includes $21,231 business allowance, representing the portion earned before his termination and other reimbursable miscellaneous business expenses. |

  129. Other Benefits and Perquisites

    | 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. |

  130. Other Benefits and Perquisites

    | This amount reflects the contribution by Medtronic to match contributions NEOs elected to make to the Medtronic Savings and Investment Plan. Medtronic provides an automatic matching contribution equal to 50% of a participant’s elective deferrals up to 6% of eligible compensation. The Company also may 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. In fiscal year 2020 in order to mitigate the impact of COVID-19 on the Medtronic Savings and Investment Plan results, the plan results were calculated based on FY20 Q1-Q3 actual performance weighted at 75% and Q4 performance weighted at 25% resulting in an EPS achievement of $4.02. This equaled a $0.662 matching contribution for every $1 elective deferral a participant contributed to the plan up to 6% of eligible compensation. The amount for Ms. Parkhill includes $55,254 in Company contributions to the qualified Medtronic Core Contribution Plan (“MCC”) ($8,400) and the nonqualified MCC ($46,854). Participants in the MCC receive a contribution from Medtronic equal to 3% of eligible pay at the end of the fiscal year. The amount for Mr. Martha includes $82,486 in Company contributions to the qualified PIA ($14,000) and nonqualified PIA ($68,486). The amount for Mr. Coyle includes $96,309 in Company contributions to the qualified PIA ($14,000) and nonqualified PIA ($82,309). The amount for Mr. Lerman includes $82,385 in Company contributions to the qualified PIA ($14,000) and nonqualified PIA ($68,385). For additional information on the nonqualified MCC plan, see the 2020 Nonqualified Deferred Compensation table on page 64.(2) |

  131. Other Benefits and Perquisites

    | Mr. Hakami’s employment with the Company was terminated on February 28, 2020. On March 20, 2020, Mr. Hakami received a severance payment made up of 2x base salary ($1,377,136), 2x target bonus ($1,377,136) and a lump sum covering 24 months of continued health and dental benefits ($75,242). The amount also includes $642,508 to be paid in July 2020 for a non-qualified retirement benefit provided at the time of hire and described under the section titled Company Severance Practices on page 67 below.(3) |

  132. Other Benefits and Perquisites

    | 56 | MEDTRONIC PLC 2020 Proxy Statement |

  133. 2020 Grants of Plan-Based Awards

    2020 Grants of Plan-Based Awards The following table summarizes all plan-based award grants to each of the NEOs during fiscal year 2020. Threshold amounts assume attainment of plan performance thresholds. You should refer to the Compensation Discussion and Analysis sections entitled “Fiscal Year 2020 Annual Medtronic Incentive Plan (“MIP”) Design” on page 40 and “Fiscal Year 2020 Long-Term Incentive Plan (LTIP) Design” beginning on page 43 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.

  134. 2020 Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards Target (# of shares) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Award Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | Omar Ishrak | MIP | | | 508,524 | 3,051,141 | 5,593,809 | | | | | | | LTPP | | | 1,166,667 | 4,666,667 | 9,333,334 | | | | | | | OPT | 7/29/2019 | 6/20/2019 | | | | | 301,440 | 103.26 | 4,666,291 | | | RSU | 7/29/2019 | 6/20/2019 | | | | 45,194 | | | 4,666,732 | | Karen L. Parkhill | MIP | | | 159,044 | 954,261 | 1,749,494 | | | | | | | LTPP | | | 366,667 | 1,466,667 | 2,933,334 | | | | | | | OPT | 7/29/2019 | 6/20/2019 | | | | | 96,354 | 103.26 | 1,491,560 | | | RSU | 7/29/2019 | 6/20/2019 | | | | 14,204 | | | 1,466,705 | | Geoffrey S. Martha | MIP | | | 275,000 | 1,650,000 | 3,025,027 | | | | | | | LTPP | | | 316,667 | 1,266,667 | 2,533,334 | | | | | | | LTPP | | | 258,334 | 1,033,334 | 2,066,668 | | | | | | | OPT | 7/29/2019 | 6/20/2019 | | | | | 83,435 | 103.26 | 1,291,574 | | | OPT | 10/28/2019 | 8/22/2019 | | | | | 65,170 | 106.22 | 1,033,335 | | | RSU | 7/29/2019 | 6/20/2019 | | | | 12,267 | | | 1,266,691 | | | RSU | 10/28/2019 | 8/22/2019 | | | | 9,729 | | | 1,033,414 | | Michael J. Coyle | MIP | | | 155,629 | 933,773 | 1,711,932 | | | | | | | LTPP | | | 383,334 | 1,533,334 | 3,066,668 | | | | | | | OPT | 7/29/2019 | 6/20/2019 | | | | | 100,660 | 103.26 | 1,558,217 | | | RSU | 7/29/2019 | 6/20/2019 | | | | 14,850 | | | 1,533,411 | | Bradley E. Lerman | MIP | | | 123,831 | 742,984 | 1,362,149 | | | | | | | LTPP | | | 258,334 | 1,033,334 | 2,066,668 | | | | | | | OPT | 7/29/2019 | 6/20/2019 | | | | | 70,516 | 103.26 | 1,091,588 | | | RSU | 7/29/2019 | 6/20/2019 | | | | 10,330 | | | 1,066,676 | | Hooman C. Hakami | MIP | | | N/A | N/A | N/A | | | | | | | LTPP | | | 208,334 | 833,334 | 1,666,668 | | | | | | | OPT | 7/29/2019 | 6/20/2019 | | | | | 55,444 | 103.26 | 858,273 | | | RSU | 7/29/2019 | 6/20/2019 | | | | 8,071 | | | 833,411 |

  135. 2020 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 RSU = Restricted stock unit, with a performance threshold, granted under the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan

  136. 2020 Grants of Plan-Based Awards

    | MEDTRONIC PLC 2020 Proxy Statement | 57 |

  137. 2020 Grants of Plan-Based Awards

    Estimated Future Payouts Under Non-Equity Incentive Plan Awards Amounts in these columns represent potential payouts at threshold, target and maximum performance under the FY2020-FY2022 LTPP and the 2020 MIP. 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 performance relative to the following metrics: three-year cumulative revenue growth measured at constant currency 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 annual revenue growth and diluted EPS can range from 50% to 200% and for free cash flow 50% to 150% of the target award based on Company performance and a quality compliance modifier as described on page 44 of this proxy statement. The threshold payout levels described above reflect threshold performance achievement for one performance metric in the respective LTPP and MIP (including the EPS threshold required for payout under 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. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in Appendix A of this proxy statement. Estimated Future Payouts Under Equity Incentive Plan Awards Amounts in this column represent grants of restricted stock units (RSUs). RSUs vest 100% on the third anniversary of the date of grant provided Medtronic achieves a minimum three-year cumulative diluted EPS over a three-year period based on a compound annual growth rate. Unvested RSUs receive dividend equivalent units (DEUs), which are credited and added to the share balance. DEUs are only paid to the extent the underlying RSUs 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 2020 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 July 29, 2019 see page 55 of this proxy statement. Additional information regarding the assumptions used to calculate these amounts are incorporated by reference to Note 13 to the financial statements included in the Company’s Form 10-K for fiscal year 2020.

  138. 2020 Grants of Plan-Based Awards

    | 58 | MEDTRONIC PLC 2020 Proxy Statement |

  139. 2020 Outstanding Equity Awards at Fiscal Year End

    2020 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 2020. The market or payout value of unearned shares, units or other rights that have not vested is based on $99.30, which was the closing price of Medtronic’s ordinary shares on the New York Stock Exchange on April 24, 2020, and for performance-based restricted stock units and for performance share plan awards presumes that the target performance goals are met.

  140. 2020 Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | | | | | | Number of Securities Underlying Unexercised Options (#) | | | | | Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested(1) | | | Name | Option Grant Date | Exercisable | Unexercisable | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number (#)(1) | Market Value ($) | Number (#)(1) | Market or Payout Value ($) | | Omar Ishrak | 07/30/2012 | 115,338 | — | 38.81 | 07/30/2022 | 07/31/2017 | | | 56,861 | 5,646,297 | | | 07/29/2013 | 221,765 | — | 55.32 | 07/29/2023 | 07/30/2018 | | | 52,409 | 5,204,214 | | | 07/28/2014 | 223,073 | — | 62.76 | 07/28/2024 | 07/29/2019 | | | 45,864 | 4,554,295 | | | 08/03/2015 | 222,223 | — | 78.00 | 08/03/2025 | | | | | | | | 08/01/2016 | 153,305 | 51,102 | 88.06 | 08/01/2026 | | | | | | | | 07/31/2017 | 107,181 | 107,182 | 83.97 | 07/31/2027 | | | | | | | | 07/30/2018 | 76,254 | 228,764 | 89.08 | 07/30/2028 | | | | | | | | 07/29/2019 | — | 301,440 | 103.26 | 07/29/2029 | | | | | | | Karen L. Parkhill | 08/01/2016 | 34,068 | 11,356 | 88.06 | 08/01/2026 | 07/31/2017 | | | 14,321 | 1,422,075 | | | 08/01/2016 | 852 | 284 | 88.06 | 08/01/2026 | 07/30/2018 | | | 14,617 | 1,451,468 | | | 07/31/2017 | 26,994 | 26,994 | 83.97 | 07/31/2027 | 07/29/2019 | | | 14,414 | 1,431,310 | | | 07/31/2017 | 595 | 596 | 83.97 | 07/31/2027 | | | | | | | | 07/30/2018 | 21,266 | 63,801 | 89.08 | 07/30/2028 | | | | | | | | 07/30/2018 | 423 | 1,272 | 89.08 | 07/30/2028 | | | | | | | | 07/29/2019 | — | 94,739 | 103.26 | 07/29/2029 | | | | | | | | 07/29/2019 | — | 1,615 | 103.26 | 07/29/2029 | | | | | | | Geoffrey S. Martha | 10/29/2012 | 2,404 | — | 41.60 | 10/29/2022 | 07/31/2017 | | | 10,531 | 1,045,728 | | | 07/29/2013 | 1,808 | — | 55.32 | 07/29/2023 | 07/30/2018 | | | 11,646 | 1,156,448 | | | 07/29/2013 | 20,481 | — | 55.32 | 07/29/2023 | 07/29/2019 | | | 12,449 | 1,236,186 | | | 07/28/2014 | 1,594 | — | 62.76 | 07/28/2024 | 10/28/2019 | | | 9,824 | 975,523 | | | 07/28/2014 | 27,619 | — | 62.76 | 07/28/2024 | | | | | | | | 01/27/2015 | 34,741 | — | 74.84 | 08/03/2025 | | | | | | | | 08/03/2015 | 39,317 | — | 78.00 | 01/27/2025 | | | | | | | | 08/03/2015 | 1,283 | — | 78.00 | 08/03/2025 | | | | | | | | 08/01/2016 | 852 | 284 | 88.06 | 08/01/2026 | | | | | | | | 08/01/2016 | 26,118 | 8,707 | 88.06 | 08/01/2026 | | | | | | | | 07/31/2017 | 595 | 596 | 83.97 | 07/31/2027 | | | | | | | | 07/31/2017 | 19,848 | 19,849 | 83.97 | 07/31/2027 | | | | | | | | 07/30/2018 | 423 | 1,272 | 89.08 | 07/30/2028 | | | | | | | | 07/30/2018 | 16,945 | 50,837 | 89.08 | 07/30/2028 | | | | | | | | 07/29/2019 | — | 81.821 | 103.26 | 07/29/2029 | | | | | | | | 07/29/2019 | — | 1,615 | 103.26 | 07/29/2029 | | | | | | | | 10/28/2019 | — | 65,170 | 106.22 | 10/28/2029 | | | | | |

  141. 2020 Outstanding Equity Awards at Fiscal Year End

    | MEDTRONIC PLC 2020 Proxy Statement | 59 |

  142. 2020 Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | | | | | | Number of Securities Underlying Unexercised Options (#) | | | | | Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested(1) | | | Name | Option Grant Date | Exercisable | Unexercisable | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number (#)(1) | Market Value ($) | Number (#)(1) | Market or Payout Value ($) | | Michael J. Coyle | 07/29/2013 | 1,808 | — | 55.32 | 07/29/2023 | 07/31/2017 | | | 17,269 | 1,717,493 | | | 07/29/2013 | 55,441 | — | 55.32 | 07/29/2023 | 07/30/2018 | | | 17,082 | 1,696,243 | | | 07/28/2014 | 1,594 | — | 62.76 | 07/28/2024 | 07/29/2019 | | | 15,070 | 1,496,451 | | | 07/28/2014 | 56,852 | — | 62.76 | 07/28/2024 | | | | | | | | 08/03/2015 | 62,394 | — | 78.00 | 08/03/2025 | | | | | | | | 08/03/2015 | 1,283 | — | 78.00 | 08/03/2025 | | | | | | | | 08/01/2016 | 852 | 284 | 88.06 | 08/01/2026 | | | | | | | | 08/01/2016 | 46,559 | 15,520 | 88.06 | 08/01/2026 | | | | | | | | 07/31/2017 | 595 | 596 | 83.97 | 07/31/2027 | | | | | | | | 07/31/2017 | 32,551 | 32,552 | 83.97 | 07/31/2027 | | | | | | | | 07/30/2018 | 24,853 | 74,561 | 89.08 | 07/30/2028 | | | | | | | | 07/30/2018 | 423 | 1,272 | 89.08 | 07/30/2028 | | | | | | | | 07/29/2019 | — | 1,615 | 103.26 | 07/29/2029 | | | | | | | | 07/29/2019 | — | 99,045 | 103.26 | 07/29/2029 | | | | | | | Bradley E. Lerman | 07/28/2014 | 39,835 | — | 62.76 | 07/28/2024 | 07/31/2017 | | | 12,637 | 1,254,854 | | | 07/28/2014 | 1,594 | — | 62.76 | 07/28/2024 | 07/30/2018 | | | 11,646 | 1,156,448 | | | 01/27/2015 | 50,775 | — | 74.84 | 01/27/2025 | 07/29/2019 | | | 10,483 | 1,040,962 | | | 08/03/2015 | 47,864 | — | 78.00 | 08/03/2025 | | | | | | | | 08/03/2015 | 1,283 | — | 78.00 | 08/03/2025 | | | | | | | | 08/01/2016 | 852 | 284 | 88.06 | 08/01/2026 | | | | | | | | 08/01/2016 | 34,068 | 11,356 | 88.06 | 08/01/2026 | | | | | | | | 07/31/2017 | 595 | 596 | 83.97 | 07/31/2027 | | | | | | | | 07/31/2017 | 23,818 | 23,819 | 83.97 | 07/31/2027 | | | | | | | | 07/30/2018 | 16,945 | 50,837 | 89.08 | 07/30/2028 | | | | | | | | 07/30/2018 | 423 | 1,272 | 89.08 | 07/30/2028 | | | | | | | | 07/29/2019 | — | 68,901 | 103.26 | 07/29/2029 | | | | | | | | 07/29/2019 | — | 1,615 | 103.26 | 07/29/2029 | | | | | |

  143. 2020 Outstanding Equity Awards at Fiscal Year End

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

  144. 2020 Outstanding Equity Awards at Fiscal Year End

    The amounts shown in the column entitled “Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested” of the 2020 Outstanding Equity Awards at Fiscal Year End table that correspond to July 31, 2017, July 30, 2018 and July 29, 2019 grant dates reflect performance-based restricted stock or restricted stock unit awards that vest on the third anniversary of the date of grant provided the established performance threshold for each award is achieved.

  145. 2020 Outstanding Equity Awards at Fiscal Year End

    | 60 | MEDTRONIC PLC 2020 Proxy Statement |

  146. 2020 Outstanding Equity Awards at Fiscal Year End

    The table below shows the vesting schedule for all unexercisable options.

  147. 2020 Outstanding Equity Awards at Fiscal Year End

    | | | Vesting Schedule for Unexercisable Options | | | | | Name | Grant Date | 2020 | 2021 | 2022 | 2023 | | Omar Ishrak | 08/01/2016 | 51,102 | | | | | | 07/31/2017 | 53,591 | 53,591 | | | | | 07/30/2018 | 76,254 | 76,254 | 76,255 | | | | 07/29/2019 | 75,360 | 75,360 | 75,360 | 75,360 | | Karen L. Parkhill | 08/01/2016 | 11,356 | | | | | | 08/01/2016 | 284 | | | | | | 07/31/2017 | 13,497 | 13,497 | | | | | 07/31/2017 | 298 | 298 | | | | | 07/30/2018 | 21,267 | 21,267 | 21,267 | | | | 07/30/2018 | 424 | 424 | 424 | | | | 07/29/2019 | 23,684 | 23,685 | 23,685 | 23,685 | | | 07/29/2019 | 403 | 404 | 404 | 404 | | Geoffrey S. Martha | 08/01/2016 | 284 | | | | | | 08/01/2016 | 8,707 | | | | | | 07/31/2017 | 9,924 | 9,925 | | | | | 07/31/2017 | 298 | 298 | | | | | 07/30/2018 | 424 | 424 | 424 | | | | 07/30/2018 | 16,945 | 16,946 | 16,946 | | | | 07/29/2019 | 20,455 | 20,455 | 20,455 | 20,455 | | | 07/29/2019 | 403 | 404 | 404 | 404 | | | 10/28/2019 | 16,292 | 16,292 | 16,293 | 16,293 | | Michael J. Coyle | 08/01/2016 | 284 | | | | | | 08/01/2016 | 15,520 | | | | | | 07/31/2017 | 298 | 298 | | | | | 07/31/2017 | 16,276 | 16,7276 | | | | | 07/30/2018 | 24,853 | 24,854 | 24,854 | | | | 07/30/2018 | 424 | 424 | 424 | | | | 07/29/2019 | 403 | 404 | 404 | 404 | | | 07/29/2019 | 24,671 | 24,671 | 24,671 | 24,762 | | Bradley E. Lerman | 08/01/2016 | 284 | | | | | | 08/01/2016 | 11,356 | | | | | | 07/31/2017 | 298 | 298 | | | | | 07/31/2017 | 11,909 | 11,910 | | | | | 07/30/2018 | 16,945 | 16,946 | 16,946 | | | | 07/30/2018 | 424 | 424 | 424 | | | | 07/29/2019 | 17,225 | 17,225 | 17,225 | 17,226 | | | 07/29/2019 | 403 | 404 | 404 | 404 |

  148. 2020 Outstanding Equity Awards at Fiscal Year End

    | MEDTRONIC PLC 2020 Proxy Statement | 61 |

  149. 2020 Outstanding Equity Awards at Fiscal Year End

    2020 Option Exercises and Stock Vested The table below shows the vesting schedule for all unvested restricted stock and restricted stock units.

  150. 2020 Outstanding Equity Awards at Fiscal Year End

    | | | Vesting Schedule for Unvested Restricted Stock and Restricted Stock Units | | | | | Name | Grant Date | 2020 | 2021 | 2022 | 2023 | | Omar Ishrak | 07/31/2017 | 56,566 | | | | | | 07/30/2018 | | 52,136 | | | | | 07/29/2019 | | | 45,626 | | | Karen L. Parkhill | 07/31/2017 | 14,246 | | | | | | 07/30/2018 | | 14,541 | | | | | 07/29/2019 | | | 14,340 | | | Geoffrey S. Martha | 07/31/2017 | 10,476 | | | | | | 07/30/2018 | | 11,586 | | | | | 07/29/2019 | | | 12,384 | | | | 10/28/2019 | | | 9,773 | | | Michael J. Coyle | 07/31/2017 | 17,179 | | | | | | 07/30/2018 | | 16,993 | | | | | 07/29/2019 | | | 14,992 | | | Bradley E. Lerman | 07/31/2017 | 12,571 | | | | | | 07/30/2018 | | 11,586 | | | | | 07/29/2019 | | | 10,429 | |

  151. 2020 Outstanding Equity Awards at Fiscal Year End

    Mr. Ishrak also owns 288,648 vested and deferred stock units including associated dividend equivalents, which will be distributed following his retirement.

  152. 2020 Option Exercises and Stock Vested

    2020 Option Exercises and Stock Vested The table below includes information related to options exercised by each of the NEOs and restricted stock awards that vested during fiscal year 2020. 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.

  153. 2020 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 | | | 54,591 | $5,588,481 | | Karen L. Parkhill | | | 30,674 | $3,082,432 | | Geoffrey S. Martha | | | 21,434 | $2,194,199 | | Michael J. Coyle | 77,952 | $5,568,675 | 65,106 | $6,664,901 | | Bradley E. Lerman | | | 12,132 | $1,241,953 | | Hooman C. Hakami | 104,608 | $2,195,807 | 21,838 | $2,235,556 |

  154. 2020 Option Exercises and Stock Vested

    | 62 | MEDTRONIC PLC 2020 Proxy Statement |

  155. 2020 Option Exercises and Stock Vested

    2020 Pension Benefits

  156. 2020 Pension Benefits

    2020 Pension Benefits The table below includes information with respect to Medtronic’s pension plans for each of the NEOs as of April 24, 2020, 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.

  157. 2020 Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefit(1) ($) | Payments During Last Fiscal Year(2) ($) | | Omar Ishrak(1) | Medtronic Personal Pension Account (“PPA”) | 8.8333 | 130,036 | — | | | Medtronic, Inc. NRPS | 8.8333 | 1,725,032 | — | | Karen L. Parkhill(2) | — | — | — | — | | Geoffrey S. Martha(2)(3) | Medtronic, Inc. NRPS | 8.5833 | — | | | Michael J. Coyle(2) | — | — | — | — | | Bradley E. Lerman(2) | — | — | — | — |

  158. 2020 Pension Benefits

    | The present value of the accumulated benefits is calculated using the assumptions described in Note 16 to our consolidated financial statements in our annual report on Form 10-K for fiscal year 2019 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 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) |

  159. 2020 Pension Benefits

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

  160. 2020 Pension Benefits

    | Mr. Martha was a participant in the tax-qualified GE Pension Plan with his former employer. Upon hire in 2011, Mr. Martha was provided a special benefit to his NRPS. Upon retirement, Mr. Martha receives the present value of the amount that he would have received from the GE Pension Plan as if he had continued to work at GE until retirement, less the sum of: (a) the value of Mr. Martha’s vested PIA account at retirement, (b) the value of Mr. Martha’s vested NRPS account at retirement; and (c) the present value of the benefit Mr. Martha was actually entitled to receive under the GE Pension plan as of November 28, 2011. This amount will be paid as a lump sum.(3) |

  161. 2020 Pension Benefits

    The Medtronic Retirement Plan consists of two types of benefits, the Final Average Pay Pension benefit and the Personal Pension Account (PPA) benefit. Effective May 1, 2005, the Company froze the Final Average Pay Pension to new entrants and provided all eligible employees the option of continuing to accrue retirement benefits under the Final Average Pay Pension or to participate in either the PPA or Personal Investment Account (PIA) described below. Employees hired on or after May 1, 2005 but prior to January 1, 2016, were eligible to elect to participate in the PPA – a cash balance component of the MRP – or the PIA – a component of the Medtronic 401(k) Plan. The benefits provide an annual 5% employer contribution. Effective January 1, 2016, the Company froze the PIA and the PPA to new entrants. All eligible employees continue to accrue retirement benefits under the PIA or PPA. New employees hired on or after January 1, 2016 are eligible for the Medtronic Core Contribution (MCC), which provides an annual 3% employer contribution. Mr. Ishrak is a participant in the PPA. The PPA is a tax-qualified cash balance defined benefit pension plan available to employees hired on or after May 1, 2005. The Company contributes an amount equal to 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 24, 2020 the interest rate was equal to 2.57%. Each participant’s account has a three-year vesting requirement. The PPA value will be forfeited if the participant leaves the Company before that three-year vesting period is finished. 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 $225,000, 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 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. The NRPS 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 (MRP or PPA) in which the executive elected to participate. 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). 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

  162. 2020 Pension Benefits

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  163. 2020 Pension Benefits

    interest rate of 6%. The amount of retirement benefit earned under the NRPS is calculated upon separation from service. If the aggregate value is less than or equal to $100,000, it is paid out as a lump sum six months after separation from service. If the aggregate 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, or if there is no surviving spouse, to the children, or if there are no survivors, to the estate.

  164. 2020 Nonqualified Deferred Compensation

    2020 Nonqualified Deferred Compensation

  165. 2020 Nonqualified Deferred Compensation

    | Name | | Executive Contributions in Last FY(2) ($) | Registrant’s Contributions in Last FY(3) ($) | Aggregate Earnings in Last FY(4) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(5) ($) | | Omar Ishrak(1) | CAP | — | — | — | — | — | | | NRPS | — | — | — | — | — | | | RSUs | — | — | 3,948,509 | — | 28,662,731 | | Karen L. Parkhill(1) | CAP | — | — | — | — | — | | | NRPS | — | 46,854 | -5,503 | — | 137,055 | | Geoffrey S. Martha | CAP | 56,681 | — | -96,947 | — | 1,713,040 | | | NRPS | — | 114,501 | -22,244 | — | 414,525 | | Michael J. Coyle | CAP | 1,930,557 | — | -458,357 | — | 12,857,183 | | | NRPS | — | 1,955,972 | -27,330 | — | 2,561,835 | | Bradley E. Lerman | CAP | 53,791 | — | 16,643 | — | 556,607 | | | NRPS | | 122,176 | -8,442 | | 406,903 | | Hooman Hakami | CAP | — | — | — | — | — | | | NRPS | — | — | 17,224 | 267,100 | — |

  166. 2020 Nonqualified Deferred Compensation

    CAP = Capital Accumulation Plan NRPS = Nonqualified Retirement Plan Supplement RSUs = Restricted Stock Units

  167. 2020 Nonqualified Deferred Compensation

    | Mr. Ishrak and Ms. Parkhill have not participated in the Capital Accumulation Plan (CAP) or in the defined contribution Personal Investment Account portion of the Nonqualified Retirement Plan Supplement (NRPS).(1) |

  168. 2020 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) |

  169. 2020 Nonqualified Deferred Compensation

    | Name | Contributions | | Omar Ishrak | $— | | Karen L. Parkhill | $— | | Geoffrey S. Martha | $56,681 | | Michael J. Coyle | $1,930,557 | | Bradley E. Lerman | $53,791 | | Hooman C. Hakami | $— |

  170. 2020 Nonqualified Deferred Compensation

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

  171. 2020 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.(4) |

  172. 2020 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) |

  173. 2020 Nonqualified Deferred Compensation

    | Name | Contributions | | Omar Ishrak | $— | | Karen L. Parkhill | $80,879 | | Geoffrey S. Martha | $1,315,886 | | Michael J. Coyle | $10,922,978 | | Bradley E. Lerman | $491,364 | | Hooman C. Hakami | $— |

  174. 2020 Nonqualified Deferred Compensation

    | 64 | MEDTRONIC PLC 2020 Proxy Statement |

  175. 2020 Nonqualified Deferred Compensation

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

  176. 2020 Nonqualified Deferred Compensation

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

  177. 2020 Nonqualified Deferred Compensation

    | ∎ | Up to 80% of their annual incentive plan payments; |

  178. 2020 Nonqualified Deferred Compensation

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

  179. 2020 Nonqualified Deferred Compensation

    | ∎ | Up to 80% of their cash long-term incentive plan payments. |

  180. 2020 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 21 investment alternatives, which are all also available under the 401(k) Plan. Investment returns for these investment alternatives are shown below.

  181. 2020 Nonqualified Deferred Compensation

    | | Return on Funds 12 Months as of April 30, 2020 | | Medtronic plc Stock Fund | 12.30% | | Income Fund | 3.89% | | Growth Fund | -7.01% | | International Equity Index | -11.77% | | Capital Preservation Fund | 2.52% | | U.S. Equity Index | -1.00% | | Bond Index | 10.85% | | Retirement Income | 2.01% | | Retirement 2015 | 1.22% | | Retirement 2020 | 0.08% | | Retirement 2025 | -1.35% | | Retirement 2030 | -2.69% | | Retirement 2035 | -3.79% | | Retirement 2040 | -4.83% | | Retirement 2045 | -5.45% | | Retirement 2050 | -5.98% | | Retirement 2055 | -6.26% | | Retirement 2060 | -6.33% | | Inflation Protected | 9.47% | | 10T-100 | 1.5% | | 10T-120 | 1.8% |

  182. 2020 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 5, 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). 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. 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 a participant 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.

  183. 2020 Nonqualified Deferred Compensation

    | MEDTRONIC PLC 2020 Proxy Statement | 65 |

  184. 2020 Nonqualified Deferred Compensation

    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. 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 that plan. 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 is calculated. If the aggregate value is less than or equal to $100,000, it is paid out as a lump sum six months after separation from service. If the aggregate 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, or if there is no surviving spouse, to the children, or if there are no survivors, to the estate. Personal Investment Account (PIA) Available to employees hired on or before December 31, 2015, the PIA is a defined contribution plan in which employees receive a contribution equal to 5% of eligible pay. Of the 5%, 4% is for retirement income and 1% is intended for retiree medical costs. Employees become vested in the PIA after three years of employment. Medtronic Core Contribution Plan (MCC) Available to employees hired after January 1, 2016, the MCC is a defined contribution plan in which employees receive a contribution equal to 3% of eligible pay at the end of the fiscal year. Medtronic makes this contribution regardless of whether employees contribute. Employees become vested in MCC after three years of employment or upon attaining age 62, whichever comes first.

  185. 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 that provides severance payments and benefits under certain termination events consistent with our change of control policy. In the event Mr. Ishrak’s employment is terminated by the Company without “cause” (as defined in the letter agreement) 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, or material breach by the Company of the letter agreement), 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.

  186. Potential Payments Upon Termination or Change of Control

    | 66 | MEDTRONIC PLC 2020 Proxy Statement |

  187. Potential Payments Upon Termination or Change of Control

    Mr. Ishrak’s letter agreement also provides that, upon a termination of employment due to death or “disability” (defined to include absence from material duties and responsibilities with the Company for 180 days in any consecutive 12-month period as a result of incapacity due to mental or physical illness or injury), Mr. Ishrak will be entitled to a pro rata MIP bonus for the year of termination based on actual performance and paid when MIP bonuses are paid generally. Company Severance Practices Ms. Parkhill and Messrs. Coyle, Lerman and Martha are subject to Medtronic’s Section 16 Officer Severance Practices. These practices, which have received the approval of Medtronic’s Board of Directors, provide severance payments and benefits under certain termination events. In the event of Ms. Parkhill’s or Messrs. Coyle, Lerman or Martha’s employment is terminated by the Company without cause, such executive will be entitled to the following payments: (i) two times the sum of such executive’s annual base salary and the lesser of (a) the target annual cash opportunity under the MIP or (b) the actual or forecasted actual payout of the MIP based on performance, (ii) the value of 24 months of continued health and dental insurance coverage, and (iii) outplacement services. Note: the forecasted MIP payout must be determined at the time severance is calculated and paid. The table below illustrates the payments due upon involuntary termination as described in the section above, assuming a termination date of April 24, 2020.

  188. Potential Payments Upon Termination or Change of Control

    | Name | Severance Amount(1) | Welfare Benefits(2) | Equity Acceleration | Total | | Omar Ishrak | $9,589,300 | $21,011 | $— | $9,610,311 | | Karen L. Parkhill | $1,735,020 | $57,519 | $— | $1,792,539 | | Geoffrey S. Martha | $2,200,000 | $49,435 | $— | $2,249,435 | | Michael J. Coyle | $1,867,546 | $49,443 | $— | $1,916,989 | | Bradley E. Lerman | $1,748,198 | $49,443 | $— | $1,797,641 |

  189. Potential Payments Upon Termination or Change of Control

    | Mr. Ishrak’s amount includes the fiscal year 2020 earned MIP payment ($0), plus the sum of two times his base salary ($3,487,018) and the target MIP opportunity ($6,102,282) at the time of termination. Ms. Parkhill’s amount includes two times her base salary ($1,735,020) and the lesser of the MIP payout or the target value ($0). Mr. Martha’s amount includes two times his base salary ($2,200,000) and the lesser of the MIP payout or the target value ($0). Mr. Coyle’s amount includes two times the base salary ($1,867,546) and the lesser of the MIP payout or the target value ($0). Mr. Lerman’s amount includes two times his base salary ($1,748,198) and the lesser of the MIP payout or the target value ($0).(1) |

  190. Potential Payments Upon Termination or Change of Control

    | Amounts represent payments for 24 months of health benefits. The amount also includes outplacement for Ms. Parkhill and Messrs. Martha, Coyle and Lerman.(2) |

  191. Potential Payments Upon Termination or Change of Control

    Upon leaving Medtronic, Mr. Hakami received a severance payment of $2,829,514 which consisted of 2x base salary ($1,377,136), 2x target incentive bonus ($1,377,136) and a lump sum covering 24 months of continued health and dental benefits ($75,242). An additional payment of $642,508 will be made to Mr. Hakami in July 2020. Upon the terms of his hire in 2014, Medtronic was to provide a special non-qualified supplemental retirement benefit that was in addition to the standard benefit provided to employees. The special benefit calculation was designed to mitigate the estimated value difference between his pension with his former employer and the pension benefit he accrued with Medtronic. Change of Control Policy Under Medtronic’s change of control policy, no benefits are payable to an executive officer unless there is both a change of control and a termination of the executive by the Company other than for cause or by the executive for “good reason” as defined by the policy. This is known as a double trigger. Absent a change of control, the policy does not require Medtronic to retain the executives or to pay them any specified level of compensation or benefits. The policy 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 his or her own employment for good reason (as defined in the policy, 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 pension benefits and any outstanding deferred compensation, and, except in the event of death or disability, a lump sum severance payment equal to the prorated value of the Highest Annual Bonus and three times the sum of his or her base salary and Highest Annual Bonus. For these purposes, Highest Annual Bonus means the greater of the average of the bonuses received by the executive for the last three completed fiscal years preceding the year of termination, and the bonus payable for the most recently completed fiscal year. Additionally, the executive is entitled to certain retirement and welfare benefits as further described below in the footnotes to the table.

  192. Potential Payments Upon Termination or Change of Control

    | MEDTRONIC PLC 2020 Proxy Statement | 67 |

  193. Potential Payments Upon Termination or Change of Control

    The change of control policy does not include 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 the recipient to receive an “excess parachute payment” (as defined in the Internal Revenue Code) unless the change of 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:

  194. Potential Payments Upon Termination or Change of Control

    | ∎ | a majority of Medtronic’s Board of Directors are individuals other than the nominees 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; |

  195. 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 |

  196. 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. |

  197. Potential Payments Upon Termination or Change of Control

    If a change of control of Medtronic occurs, awards under Medtronic’s annual incentive plan 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 award agreements, stock options will only become exercisable in full, and all restrictions under such outstanding restricted stock or units (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. The table below reflects estimated payments for our NEOs as a result of the change of control policy, 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 24, 2020.

  198. 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 | $16,553,560 | $9,166,667 | $4,555,454 | $15,324,729 | $738,367 | $80,930 | $46,419,707 | | Karen L. Parkhill | $4,492,985 | $2,721,667 | $1,218,833 | $4,282,457 | $ — | $261,582 | $12,977,524 | | Geoffrey S. Martha | $3,483,024 | $3,300,001 | $947,033 | $4,390,952 | $ — | $334,378 | $12,455,388 | | Michael J. Coyle | $6,346,004 | $3,000,002 | $1,460,808 | $4,881,988 | $ — | $376,724 | $16,065,526 | | Bradley E. Lerman | $5,371,302 | $2,066,667 | $1,037,667 | $3,434,349 | $ — | $334,251 | $12,244,236 |

  199. 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 2020’s annual bonus or the average of the annual bonuses for the three most recently completed fiscal years.(1) |

  200. Potential Payments Upon Termination or Change of Control

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

  201. Potential Payments Upon Termination or Change of Control

    | This amount also includes the prorated value of the greater of fiscal year 2020’s annual bonus or the average of the annual bonuses for the three most recently completed fiscal years.(3) |

  202. Potential Payments Upon Termination or Change of Control

    | This amount represents the unvested projected payments of the 2019-2021 LTPP and 2020-2022 LTPP.(4) |

  203. Potential Payments Upon Termination or Change of Control

    | This amount represents the market gain (or intrinsic value) of unvested options as of April 24, 2020, at the closing price on that date of $99.30.(5) |

  204. 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 24, 2020, at the closing price on that date of $99.30.(6) |

  205. 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) |

  206. 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.(8) |

  207. Potential Payments Upon Termination or Change of Control

    | 68 | MEDTRONIC PLC 2020 Proxy Statement |

  208. Potential Payments Upon Termination or Change of Control

    Equity Compensation Plan Information