DEF 14A of Medtronic plc, Aug 11, 2023

DEF 14A of Medtronic plc

Filed Aug 11, 2023 · FY20230001613103-23-000108

Open on EDGAR

  1. Director Nominees

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

  2. Director Nominees

    | | | | | | Committee Memberships | | | | | | Other Current Public Boards (1) | | Name | Age (1) | Director Since | Principal Position | Indep. | AC | CC | FFRC | NCGC | QC | STC | | | Craig Arnold(2) | 63 | 2015 | Chairman and Chief Executive Officer of Eaton Corporation | Y | | | | C | | M | 1 | | Scott C. Donnelly | 61 | 2013 | Chairman, President and Chief Executive Officer of Textron, Inc. | Y | M | | | M | | M | 1 | | Lidia L. Fonseca | 54 | 2022 | Executive Vice President, Chief Digital and Technology Officer, Pfizer, Inc. | Y | | M | | | | M | 1 | | Andrea J. Goldsmith, Ph.D. | 58 | 2019 | Dean of the School of Engineering and Applied Science at Princeton University | Y | | | | | M | C | 2 | | Randall J. Hogan, III | 67 | 2015 | Retired Chairman of nVent Electric plc | Y | M | | C | | | | 1 | | Gregory P. Lewis | 52 | 2023(3) | Senior Vice President and Chief Financial Officer, Honeywell International Inc. | Y | M | | M | | | | — | | Kevin E. Lofton | 68 | 2020 | Retired Chief Executive Officer of CommonSpirit Health | Y | | | M | | C | | 1 | | Geoffrey S. Martha | 53 | 2019 | Chief Executive Officer of Medtronic plc | N | | | | | | | — | | Elizabeth G. Nabel, M.D. | 71 | 2014 | Medical Advisor (Part-Time), Opko Health, Inc. Executive Vice President, Strategy (Part-Time), ModeX Therapeutics | Y | | C | | | M | | 3 | | Denise M. O’Leary | 65 | 2000 | Private Venture Capital Investor | Y | C | | M | M | | | 1 | | Kendall J. Powell | 69 | 2007 | Retired Chairman and Chief Executive Officer of General Mills, Inc. | Y | | M | M | | M | | — |

  3. Director Nominees

    (1)As of July 1, 2023. (2)Lead Independent Director. (3)Effective June 26, 2023.

  4. Director Nominees

    | AC: | Audit Committee | NCGC: | Nominating and Corporate Governance Committee | C: | Chair | | CC: | Compensation Committee | QC: | Quality Committee | M: | Member | | FFRC: | Finance and Financial Risk Committee | STC: | Science and Technology Committee | | |

  5. Corporate Governance Highlights

    Corporate Governance Highlights

  6. Corporate Governance Highlights

    | Strong Lead Independent Director See page 19 | Annual Board and Committee Evaluation Processes See page 19 | Robust Risk Management Program See page 20 | | Stock Ownership Guidelines for Named Executive Officers and Directors See pages 30 and 48 | Annual Board of Director Elections and Majority Voting for Directors See page 2 | Regular Executive Sessions of Independent Directors See page 19 | | ESG Oversight Responsibility See page 10 | Sustainability and ESG Highlights See page 9 | Corporate Governance Principles See page 19 | | High Ethical Standards Established in Written Policies and Actions (Includes Principles of Corporate Governance, Codes of Conduct, U.S. Patient Privacy Principles, Political Contribution Policy, Social Media, Human Rights, Artificial Intelligence and Policies Regarding Environmental, Health and Safety and the Use of Animals) See page 28 and our investor relations website | | |

  7. 2023 Nominee Director Board Composition

    2023 Nominee Director Board Composition

  8. 2023 Nominee Director Board Composition

    | Independent Lead Director | Average Tenure 7.8 years | Director Average Age 62 | | | | Mandatory Retirement at Age 72 | | Gender and Racial Diversity | | | | 36% Female Representation | 27% Racial Diversity | |

  9. Directors and Nominees

    Directors and Nominees The Company’s Board of Directors currently has twelve members, all of whom will serve until the 2023 Annual General Meeting, and each of whom has been nominated by the Board of Directors for reelection at the 2023 Annual General Meeting other than Richard H. Anderson. All eleven nominees for election at the 2023 Annual General Meeting are currently serving Medtronic directors who were elected by shareholders at the 2022 Annual General Meeting, other than Gregory P. Lewis, who, as previously announced, was appointed by the Board of Directors upon recommendation of the Nominating and Corporate Governance Committee, with an effective date of June 26, 2023. Proxies cannot be voted for a greater number of individuals than the number of nominees named in this Proxy Statement. To be elected as a director, each nominee must be appointed by an ordinary resolution and each must receive the affirmative vote of a majority of the votes cast by the holders of ordinary shares represented at the Annual General Meeting in person or by proxy. If a nominee becomes unable or declines to serve, the individuals acting as proxies will have the authority to vote for any substitute who may be nominated in accordance with Medtronic’s Articles of Association. The Company has no reason to believe this will occur. The Nominating and Corporate Governance Committee considers candidates for Board membership, including those suggested by shareholders, applying the same criteria to all candidates. Any shareholder who wishes to recommend a prospective nominee for the Board for consideration by the Nominating and Corporate Governance Committee must notify the Company Secretary in writing at Medtronic’s registered office at 20 on Hatch, Lower Hatch Street, Dublin 2, D02 XH02, Ireland. Any such recommendations should provide whatever supporting material the shareholder considers appropriate, but should at a minimum include such background and biographical material as will enable the Nominating and Corporate Governance Committee to make an initial determination as to whether the nominee satisfies the criteria for directors set out in the Governance Principles. If the Nominating and Corporate Governance Committee identifies a need to replace a current member of the Board, to fill a vacancy on the Board, or to expand the size of the Board, it considers candidates from a variety of sources, including third-party search firms that assist with identifying, evaluating and conducting due diligence on potential director candidates. The process followed to identify and evaluate candidates includes meetings to review biographical information and background material relating to candidates, and interviews of selected candidates by members of the Board. Recommendations of candidates for inclusion in the Board slate of director nominees are based upon the criteria set forth in the Governance Principles. These criteria include business experience and skills, judgment, honesty and integrity, the ability to commit sufficient time and attention to Board activities, and the absence of potential conflicts with Medtronic’s interests. Consistent with the formal Board Diversity Policy adopted by the Board in 2021, the Nominating and Corporate Governance Committee seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. When evaluating candidates for Board membership, the Nominating and Corporate Governance Committee considers, among other factors, diversity with respect to viewpoint, skills, experience, and community involvement, and input from other members of the Board. After completing the evaluation process, the Nominating and Corporate Governance Committee makes a recommendation to the full Board as to individuals who should be nominated by the Board. The Board determines the nominees after considering the recommendations and report of the Nominating and Corporate Governance Committee and such other evaluations as it deems appropriate. Shareholders who intend to participate in the Annual General Meeting to nominate a candidate for election by the shareholders at the meeting (in cases where the Board does not intend to nominate the candidate or where the Nominating and Corporate Governance Committee was not requested to consider the candidacy) must comply with the procedures in Medtronic’s Articles of Association. Shareholders who intend to solicit proxies in support of director nominees other than our nominees must comply with the procedures in Medtronic’s Articles of Association and Rule 14a-19 under the Exchange Act. For more information on these procedures, see the discussion under “Other Information — Shareholder Proposals and Director Nominations” on page 90 of this proxy statement.

  10. Directors and Nominees

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

  11. Directors and Nominees

    NOMINEES FOR DIRECTOR FOR ONE-YEAR TERMS ENDING IN 2024:

  12. Directors and Nominees

    | | Craig Arnold | | | Chairman and Chief Executive Officer Eaton Corporation | | Age: 63 Director since: 2015; Lead Independent Director since: 2022 Committees: Nominating and Corporate Governance (Chair), and Science and Technology Experience: Mr. Arnold has been Chairman and Chief Executive Officer of Eaton Corporation, a multinational power management company, since June 2016. From September 2015 to May 2016, Mr. Arnold served as President and Chief Operating Officer of Eaton Corporation. Prior to that, Mr. Arnold served as the Vice Chairman and Chief Operating Officer, Industrial Sector, of Eaton Corporation. From 2000 to 2008 he served as Senior Vice President of Eaton Corporation and Group Executive of the Fluid Power Group of Eaton. Prior to joining Eaton, Mr. Arnold was employed in a series of progressively more responsible positions at General Electric Company from 1983 to 2000. Mr. Arnold was appointed to the Board of Directors of Eaton Corporation in 2015. Mr. Arnold is a former director of Covidien plc. Director Qualifications: Mr. Arnold brings years of demonstrated executive leadership, senior management, and global operations experience including supply chain, manufacturing operations, sales and marketing and technology innovation. His position as Chief Executive Officer of the Eaton Corporation gives Mr. Arnold critical insights into the operational requirements of a large, multinational company including customers, end markets and talent development. In addition, as a CEO of a global company and through his experience previously serving on the Audit Committee of another public company, Mr. Arnold gained valuable knowledge and understanding of accounting principles and financial reporting rules and regulations, evaluating financial results, and generally overseeing the financial reporting process of a large public corporation. Other Public Company Directorships: Eaton Corporation | |

  13. Directors and Nominees

    | | Scott C. Donnelly | | | Chairman, President and Chief Executive Officer Textron, Inc. | | Age: 61 Director since: 2013 Committees: Audit, Nominating and Corporate Governance, and Science and Technology Experience: Mr. Donnelly is Chairman, President and Chief Executive Officer of Textron, Inc., a producer of aircraft, defense and industrial products. Mr. Donnelly joined Textron in June 2008 as Executive Vice President and Chief Operating Officer and was promoted to President and Chief Operating Officer in January 2009. He was appointed to the Board of Directors in October 2009, and became Chief Executive Officer of Textron in December 2009 and Chairman of the Board in September 2010. Previously, Mr. Donnelly was the President and CEO of General Electric Company’s aviation business unit, GE Aviation, a leading maker of commercial and military jet engines and components as well as integrated digital, electric power and mechanical systems for aircraft. Prior to July 2005, Mr. Donnelly held various other management positions since joining General Electric in 1989. Director Qualifications: Mr. Donnelly’s qualifications to serve on the Board include more than two decades of business experience in innovation, manufacturing, operations, sales and marketing, portfolio management, talent development, and business processes. Mr. Donnelly also serves on the board of directors of another public company. In addition, Mr. Donnelly’s extensive executive decision-making experience, corporate governance work and diverse perspectives, add value and expertise to our board. Other Public Company Directorships: Textron, Inc. | |

  14. Directors and Nominees

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

  15. Directors and Nominees

    | | Andrea J. Goldsmith, Ph. D. | | | Dean of the School of Engineering and Applied Science Princeton University | | Age: 58 Director since: 2019 Committees: Quality, and Science and Technology (Chair) Experience: Dr. Goldsmith serves as the Dean of the School of Engineering and Applied Sciences at Princeton University. Prior to becoming Dean at Princeton, Dr. Goldsmith served as the Stephen Harris Professor in the School of Engineering at Stanford University from 2012-2020 and served as a professor, associate professor or assistant professor of Electrical Engineering at Stanford University since January 1999. Dr. Goldsmith also founded and served as Chief Technology Officer of Plume WiFi (formerly, Accerlera, Inc.) from August 2010 to August 2014 and Quantenna Communications, Inc. (formerly, mySource Communications, Inc.) from 2005 to 2009. In addition, Dr. Goldsmith is a member of the President’s Council of Advisers on Science and Technology and currently serves on the Technical Advisory Board of Cohere Technologies. Dr. Goldsmith is a frequent lecturer and writer regarding wireless technologies. Director Qualifications: Dr. Goldsmith’s qualifications to serve on the Board include her nationally recognized status in science and engineering, as a member of the National Academy of Engineering and the American Academy of Arts and Sciences and as a Fellow of the Institute of Electrical and Electronics Engineers. Dr. Goldsmith also serves on the board of directors of other public companies. Dr. Goldsmith’s academic research focuses on the design, analysis, and fundamental performance limits of wireless systems and networks, and her insights and perspectives on the intersection between fundamental science and technology developments and commercial innovation make her a valuable member of the Board. Other Public Company Directorships: Crown Castle International Corp., Intel Corporation | |

  16. Directors and Nominees

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

  17. Directors and Nominees

    | | Gregory P. Lewis | | | Senior Vice President and Chief Financial Officer Honeywell International Inc. | | Age: 52 Director since: 2023 Committees: Audit, and Finance and Financial Risk Experience: Mr. Lewis is the Senior Vice President and Chief Financial Officer of Honeywell International Inc., a position he has held since August 2018. Mr. Lewis joined Honeywell in 2006 as Chief Financial Officer of the former Performance Products business unit, a specialty chemicals and materials enterprise with a rapidly growing global footprint. Prior to his current role, Mr. Lewis was Vice President of Corporate Finance, where he led Treasury, Tax, Audit, Business Analysis and Planning, Investor Relations, M&A, Real Estate, Pension, Finance Operations and Enterprise Information Management (EIM). Formerly, he was Vice President, EIM; Vice President, Chief Financial Officer of the Automation and Control Solutions business group; Chief Financial Officer of Honeywell Process Solutions; and Vice President, Business Analysis and Planning. Director Qualifications: Mr. Lewis’s qualifications to serve on the Board include his more than 15 years of business, operational, financial management, and executive management experience. Mr. Lewis’s extensive experience at another global Fortune 500 company allows him to contribute valuable executive leadership, strategic portfolio management, risk management and financial operations insight to Medtronic. Mr. Lewis’s roles overseeing tax, treasury, audit, and other finance operations functions of a large multinational corporation make him a valuable member of the Board, the Finance and Financial Risk Committee, and the Audit Committee. Other Public Company Directorships: None | |

  18. Directors and Nominees

    | | Kevin E. Lofton | | | Retired Chief Executive Officer CommonSpirit Health | | Age: 68 Director since: 2020 Committees: Finance and Financial Risk, and Quality (Chair) Experience: Mr. Lofton served as the Chief Executive Officer of CommonSpirit Health from February 2019, following the merger between Catholic Health Initiatives and Dignity Health, until his retirement in June 2020. Mr. Lofton previously served as the Chief Executive Officer of Catholic Health Initiatives from 2003 to 2019, and also held various executive management roles with Catholic Health Initiatives beginning in 1998. Mr. Lofton has also served as the Executive Director and Chief Executive Officer from 1993 to 1998 at UAB Hospital and from 1990 to 1993 at Howard University Hospital, as well as the Executive Vice President and Chief Operation Officer of University Medical Center – Florida from 1986 to 1990. In addition, Mr. Lofton served as the 2007 Chairman of the Board of the American Hospital Association, the largest health system trade association in the United States. Director Qualifications: Mr. Lofton’s qualifications to serve on the Board include over 40 years of executive experience in the healthcare industry as a senior level executive in hospital administration, most recently as Chief Executive Officer of CommonSpirit Health and Catholic Health Initiatives since 2003. Mr. Lofton’s long and broad experience leading healthcare provider organizations and his ability to successfully navigate evolving commercial, regulatory and public policy changes over time provide the Board with valuable perspective and insights. In addition, his extensive experience as a CEO along with his general business management expertise make Mr. Lofton a strong member of the Board. Other Public Company Directorships: Gilead Sciences, Inc. | |

  19. Directors and Nominees

    | | Geoffrey S. Martha | | | Chairman of the Board and Chief Executive Officer, Medtronic plc | | Age: 53 Director since: 2019 Committees: None Experience: Mr. Martha is the Chairman of the Board of Directors and Chief Executive Officer of Medtronic. Mr. Martha assumed the role of CEO in April 2020 and became Chairman of the Board in December 2020. Prior to his role as Chairman and CEO, he served as President of Medtronic from November 2019 through April 2020 and joined the Board of Directors in November 2019. Previously, Mr. Martha served as Executive Vice President and President, Restorative Therapies Group, a role he held since August 2015. Mr. Martha previously served as Senior Vice President of Strategy and Business Development of Medtronic plc beginning in January 2015 and of Medtronic, Inc. beginning in August 2011. Prior to that, he served as Managing Director of Business Development at GE Healthcare from April 2007 to July 2011; General Manager for GE Capital Technology Finance Services from November 2003 to March 2007; Senior Vice President, Business Development for GE Capital Vendor Financial Services from February 2002 to October 2003; General Manager for GE Capital Colonial Pacific Leasing from February 2001 to January 2002; and Vice President, Business Development for Potomac Federal, the GE Capital federal financing investment bank from May 1998 to January 2001. Director Qualifications: Mr. Martha’s qualifications to serve on the Board include more than 20 years in business management, with over 15 years in the health care industry. Mr. Martha’s strong business experience leading the Company as Chief Executive Officer, as well as his history of success in development, implementation and execution of corporate strategy and executive management, make Mr. Martha a qualified and valuable member of the Board. Other Public Company Directorships: None | |

  20. Directors and Nominees

    | | Elizabeth G. Nabel, M.D. | | | Medical Advisor (Part-Time), Opko Health, Inc. Executive Vice President, Strategy (Part-Time), ModeX Therapeutics | | Age: 71 Director since: 2014 Committees: Compensation (Chair), and Quality Experience: Dr. Nabel is the part-time Medical Advisor of Opko Health, Inc. since June 2023, and the part-time Executive Vice President, Strategy of ModeX Therapeutics, a company focused on immunotherapies for cancer and infectious disease, a position she began in March 2021. From 2010 to February 2021, Dr. Nabel served as the President of Brigham Health, a system including hospitals and physician organizations operating inpatient and outpatient facilities, clinics, primary care health centers, and diagnostic and treatment technologies, research laboratories, and postgraduate medical and scientific education and training programs. Dr. Nabel was also a Professor of Medicine at Harvard Medical School from 2010 to February 2021. Prior to that, Dr. Nabel held a variety of roles, including Director of the National Heart, Lung and Blood Institute at the National Institutes of Health, a federal agency funding research, training, and education programs to promote the prevention and treatment of heart, lung, and blood diseases, from 1999 to 2009. Dr. Nabel is an elected member of the National Academy of Medicine of the National Academy of Sciences. In addition, Dr. Nabel served on the Board of Directors of Moderna, Inc. from 2015 to July 2020, and re-joined the Moderna Board in March 2021. Dr. Nabel also serves on the Board of Directors of Lyell Immunopharma, Inc., Accolade, Inc. and the Lasker Foundation. Director Qualifications: Dr. Nabel’s qualifications to serve on the Board include extensive experience in the health care field, including senior positions with a number of research universities and organizations. Dr. Nabel has a deep understanding of medical sciences and healthcare innovation, as well as the physicians and other health care providers who are central to the use and development of the Company’s products. In addition, Dr. Nabel has extensive experience in operating, managing and overseeing a large, complex hospital system and physician organization, which bring value to our Board. Other Public Company Directorships: Moderna, Inc., Lyell Immunopharma, Inc., Accolade, Inc. | |

  21. Directors and Nominees

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

  22. Directors and Nominees

    | | Kendall J. Powell | | | Retired Chairman and Chief Executive Officer General Mills, Inc. | | Age: 69 Director since: 2007 Committees: Compensation, Finance and Financial Risk, and Quality Experience: Mr. Powell was Chairman of General Mills, Inc., an international producer, marketer and distributor of cereals, snacks and processed foods, from 2008 until December 2017 and was Chief Executive Officer of General Mills, Inc. from 2007 until June 2017. He was President and Chief Operating Officer of General Mills, Inc. from 2006 to 2007, and became a director of General Mills, Inc. in 2006. He was Executive Vice President and Chief Operating Officer, U.S. Retail from 2005 to 2006; and Executive Vice President of General Mills, Inc. from 2004 to 2005. From 1999 to 2004, Mr. Powell was Chief Executive Officer of Cereal Partners Worldwide, a joint venture of General Mills, Inc. and the Nestle Corporation. Mr. Powell joined General Mills, Inc. in 1979. Mr. Powell is a former director of General Mills, Inc. Mr. Powell is also the past Chair of the University of Minnesota Board of Regents. Director Qualifications: As a retired Chairman and former CEO of a Fortune 500 company, Mr. Powell brings more than three decades of business, operational and management experience in the U.S. and internationally. Mr. Powell has also served on the board of directors of another public company. His extensive marketing, direct-to-consumer expertise, executive decision-making and corporate governance experience make Mr. Powell a valuable director. Other Public Company Directorships: None | |

  23. Directors and Nominees

    Corporate Governance

  24. Compensation Risk Assessment

    Compensation Risk Assessment The Company conducted a risk assessment of its compensation policies and practices during fiscal year 2023 and concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The framework for the assessment was developed using materials from the Compensation Committee’s independent consultant, Semler Brossy Consulting Group LLC (“Semler Brossy”). The Company evaluated its compensation plans and practices against the established framework and noted the following: •Base salaries at Medtronic are generally competitive in the median range of the executive compensation peer companies, not subject to any performance risk and act as a meaningful component of total compensation for most Medtronic employees. •Incentive plans for senior management and executive officers are appropriately weighted between short-term and long-term performance and between cash and equity compensation. In addition, the Company’s practice of establishing long-term incentive performance targets at the beginning of each of its overlapping three-year performance periods increases the incentives for sustained value creation. •Short-term and long-term incentive plans cap payouts to mitigate excessive risk in any one specific performance period. •Short-term incentive performance goals are recalibrated annually, based upon Medtronic’s annual operating plan approved by the Board, and are different from the long-term performance measures. •Executives and directors are subject to stock ownership and retention guidelines that require directors to maintain ownership of Medtronic stock equal to five times their annual retainer, Medtronic’s CEO to maintain ownership of Medtronic stock equal to six times his annual salary, and other NEOs to maintain Medtronic stock equal to three times their annual salary. Until the ownership guideline is met, the CEO and directors must retain 75% of after-tax Medtronic shares received through settlement of equity compensation awards, and other NEOs must retain 50% of such shares. •Improper payments or gains from incentives and equity compensation are subject to clawback.

  25. Director Compensation

    Director Compensation The Nominating and Corporate Governance Committee periodically reviews our non-employee director compensation program and makes recommendations for adjustments, as appropriate, to the Board. In fiscal year 2023, no changes were recommended or made to the director compensation program. The principal features of the compensation received by the Company’s non-employee directors for fiscal year 2023 are described below. Non-employee Directors are eligible for the following compensation: •Annual Cash Retainer – Non-employee directors are entitled to receive an annual cash retainer for their service on the Board. Committee chairs and the Lead Independent Director are entitled to a supplemental annual cash stipend, and non-chair Audit Committee members are entitled to an additional cash stipend. Directors who are also Medtronic employees receive no fees for their services as directors. The Company’s objective in using annual cash retainers and stipends is to recognize the stewardship role of non-employee directors with respect to the Company’s success and the increasing demands and responsibilities of our non-employee directors. The annual cash retainer and stipend fees are paid according to the following schedule:

  26. Director Compensation

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

  27. Director Compensation

    •Annual Stock Awards – Each non-employee director receives an annual restricted stock unit award equal in value to $175,000 (rounded up to the nearest whole share), which vests as described in the Stock Awards section below. The Company uses full-value awards and a fixed dollar value for setting equity levels to compensate its non-employee directors in a manner that is consistent with majority practice and that is competitive with the Company’s peers. The Company believes that the annual equity grant to its non-employee directors, in combination with its stock ownership guidelines (described in the Stock Holdings section below), further aligns the interests of its non-employee directors with the interests of the Company’s shareholders. The Director Compensation table reflects all compensation awarded to, earned by, or paid to the Company’s non-employee directors for fiscal year 2023 service as a director. No additional compensation was provided to Mr. Martha for his service as a director on the Board.

  28. Director Compensation

    | Non-Employee Director | Fees Earned or Paid in Cash | Stock Awards | Total | | Richard H. Anderson (1) | $190,000 | $175,012 | $365,012 | | Craig Arnold | $235,000 | $175,012 | $410,012 | | Scott C. Donnelly | $190,000 | $175,012 | $365,012 | | Lidia L. Fonseca (2) | $147,110 | $147,264 | $294,374 | | Andrea J. Goldsmith, Ph.D. | $195,000 | $175,012 | $370,012 | | Randall J. Hogan, III | $210,000 | $175,012 | $385,012 | | Kevin E. Lofton | $195,000 | $175,012 | $370,012 | | Elizabeth G. Nabel, M.D. | $195,000 | $175,012 | $370,012 | | Denise M. O’Leary | $200,000 | $175,012 | $375,012 | | Kendall J. Powell | $175,000 | $175,012 | $350,012 |

  29. Director Compensation

    (1) Mr. Anderson was not nominated for reelection at the 2023 Annual General Meeting. (2) Ms. Fonseca joined the Board of Directors June 27, 2022, and therefore her fiscal year 2023 fees paid in cash and restricted stock until award were pro-rated to cover the actual number of days served as a director during fiscal year 2023.

  30. Stock Awards

    Stock Awards Amounts reported in the stock awards column represent the grant date fair value, computed in accordance with FASB ASC Topic 718, of our annual grant of restricted stock units. Directors are annually granted restricted stock units on the first day of the fiscal year in an amount equal to $175,000 divided by the fair market value of a Medtronic ordinary share on the date of grant, rounded up to the nearest whole share. Grants are made on a pro rata basis for participants who are directors for less than the entire preceding fiscal year and are reduced by 25% for any directors who failed to attend at least 75% of the applicable meetings during such fiscal year. The restricted stock units vest on the one-year anniversary of the grant date. Dividends paid on Medtronic ordinary shares are credited to a director’s restricted stock unit account in the form of additional units, subject to the same vesting and forfeiture conditions as the director’s underlying restricted stock unit award.

  31. Executive Summary

    | Market-Competitive We benchmark and assess our program annually to ensure market-competitive target total direct compensation consisting of base salary, target annual cash incentive and long-term incentives. The benchmarking process ensures that each element of target total direct compensation is within a market competitive range relative to our 27-company Comparison Group. Pay for Performance We emphasize pay for performance by making at least 75% of target total direct compensation payable to each NEO contingent on the attainment of annual and long-term Company performance goals. The commitment to pay for performance provides actual compensation outcomes with varying levels of competitiveness that align with our absolute and relative performance results. | Shareholder Value Alignment We align incentive programs with shareholder value creation by using annual and three-year performance measures that drive shareholder value. Incentive goals come directly from our Board-approved annual operating plan and our Board-approved long-term strategic plan. Focus on Quality and Inclusion, Diversity, and Equity Both Quality and Inclusion, Diversity, and Equity (ID&E) are components of our scorecard that directly impact payouts of our annual incentive plan. The quality goals can only reduce a payout, while the ID&E goals can increase or reduce a payout. Quality and ID&E also align to the Medtronic Mission. |

  32. Incentive Performance Measures and Results

    Incentive Performance Measures and Results

  33. Short- and Long-Term Incentive Payouts

    Short- and Long-Term Incentive Payouts

  34. Short- and Long-Term Incentive Payouts

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

  35. Short- and Long-Term Incentive Payouts

    •The value shown for target equity compensation (PSU, RSU, Stock Options) reflects the aggregate grant date fair value of each NEO’s equity awards granted in fiscal year 2023, determined in accordance with FASB ASC Topic 718; Compensation – Stock Compensation (consistent with the Summary Compensation Table) •The value for MIP (annual incentive plan - paid in cash) represents the payout target for achieving 100% of target detailed later in the Fiscal Year 2023 Annual Medtronic Incentive Plan Payout Results section. •Actual compensation reflects the 0% FY23 MIP payout, the market value of stock options and time-based RSUs and performance share units based on the year end (April 28, 2023) stock price of $90.95 As the graphic above illustrates, our pay for performance alignment meets our compensation philosophy. Specifically, the FY23 financial performance was below our target expectations. As a result, our payouts were below the target compensation established at the beginning of the fiscal year. For example, the CEO’s FY23 MIP payout was $0M versus a target of $2.03M (0% of target). Our long-term incentive vehicles are completely denominated in equity and the realizable pay fluctuates with both our financial performance and stock price. For example, the stock option grant is underwater ($93.08 grant price compared to $90.95 fiscal year end price). The committee believes that the design and implementation of our executive compensation program drives pay for performance aligned with shareholder value creation. As further evidence of our pay for performance orientation, realizable compensation for our Chairman & CEO is reasonably positioned relative to our Comparison Group in the context of relative performance. Specifically, three-year realizable compensation is positioned at the 18th percentile of the Comparison Group, and three-year performance is positioned at the 15, 11 and 26 percentiles for total shareholder return, revenue growth, and EPS growth, respectively. The following chart presents a comparison of Medtronic’s CEO’s “realizable compensation” and Company performance for the last three completed fiscal years relative to the Comparison Group. As mentioned in the compensation philosophy section highlighted earlier, this displays that we provide competitive compensation that is heavily performance-based and ultimately shareholder aligned. Notes: Realizable compensation represents the sum of actual base salaries paid, actual annual incentives earned, the market value of stock options, market value of restricted stock and projected value of long-term performance awards as of April 28, 2023. Total shareholder return consists of three-year stock price appreciation and dividend reinvestment. All financial performance amounts for Medtronic and the comparison companies are based on GAAP as reported amounts as of the last completed fiscal year-end. CONSIDERATION OF “SAY-ON-PAY” VOTING RESULTS AND OTHER SHAREHOLDER FEEDBACK

  36. Short- and Long-Term Incentive Payouts

    | | At our 2022 annual general meeting, shareholders again showed strong support for our executive compensation programs with 93.3% of the votes cast approving our executive compensation. |

  37. Short- and Long-Term Incentive Payouts

    The Compensation Committee reviewed shareholder and other stakeholder feedback, along with the results of the shareholder “say-on-pay” vote in making compensation decisions during fiscal year 2023. Efforts to gather stakeholder feedback included periodic outreach to our largest shareholders. Based on this feedback and the 93.3% say-on-pay approval by shareholders in fiscal year 2022, the Compensation Committee concluded that shareholders generally support Medtronic’s compensation philosophy. The Compensation Committee will continue to gather and consider shareholder feedback in future compensation decisions.

  38. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee has engaged Semler Brossy, an independent outside compensation consulting firm (the “Independent Consultant”), to advise the Compensation Committee on all matters related to executive officer compensation. Specifically, the Independent Consultant conducts an annual competitive market analysis of total compensation for NEOs, provides relevant market data, updates the Compensation Committee on compensation trends and regulatory developments, and counsels the Compensation Committee on program designs and specific compensation decisions related to our CEO and other executives. The work listed above and review of Board of Director compensation is the only work completed by the Independent Consultant for Medtronic and the services of that firm are at the discretion and direction of the Compensation Committee. Consistent with the NYSE listing standards, the Compensation Committee reviews and confirms the independence of its outside consultants on an annual basis. In connection with this process, the Compensation Committee has reviewed, among other items, a letter from Semler Brossy addressing its independence and the members of the consulting team serving the Compensation Committee, including the following factors: (i) other services provided to us by Semler Brossy, (ii) fees paid by us as a percentage of Semler Brossy’s total revenue, (iii) policies or procedures of Semler Brossy that are designed to prevent conflicts of interest, (iv) any business or personal relationships between the senior advisor of the consulting team and a member of the Compensation Committee, (v) any Company stock owned by the senior advisor or any member of that individual’s immediate family, and (vi) any business or personal relationships between our executive officers and the senior advisor. The Compensation Committee discussed these considerations and concluded that the work performed by Semler Brossy and its senior advisor involved in the engagement did not raise any conflict of interest.

  39. Chief Executive Officer

    | Summary of Key Compensation Practices | | | | What We Do | ü | Pay and shareholder performance alignment | | | ü | Responsible use of shares under our long-term incentive program | | | ü | Multiple performance metrics under our short-and long-term performance-based plans discourage short-term risk-taking at the expense of long-term results | | | ü | Targets for performance metrics aligned to financial goals communicated to shareholders | | | ü | Payout caps on MIP and LTIP to mitigate unnecessary risk-taking | | | ü | Limited perquisites | | | ü | Double-trigger change of control vesting of compensation and benefits, including equity | | | ü | Comprehensive clawback policy that applies to annual incentive, long-term incentives and equity compensation | | | ü | Competitive stock ownership guidelines and holding periods on portions of after-tax shares until guidelines are met | | | ü | Engagement of an independent compensation consultant | | What We Do Not Do | ý | No defined benefit supplemental executive retirement plans or special healthcare coverage for NEOs | | | ý | No “single-trigger” vesting of equity awards in event of a change of control | | | ý | No dividends or dividend equivalents on unearned equity compensation | | | ý | No excessive severance benefits | | | ý | No hedging and pledging of Company stock permitted for executives | | | ý | No “golden parachute” excise tax gross ups | | | ý | No backdating or repricing of stock option awards | | | ý | No multi-year compensation guarantees |

  40. Chief Executive Officer

    USE OF MARKET COMPETITIVE COMPENSATION DATA 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 discussion with its 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 the Committee considers include items such as: •Size (measured by revenue, market capitalization, enterprise value and other measures) •Complexity and global footprint •Companies that represent Medical Device, Life Sciences, Technology and Industrials The Compensation Committee uses data from the Comparison Group to establish a competitive market range within which pay is positioned to reflect 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 Comparison Group.

  41. Fiscal Year 2024 Compensation Comparator Group Changes

    Fiscal Year 2024 Compensation Comparator Group Changes In fiscal year 2023, the Committee, in consultation with the Independent Consultant approved modifications to the Comparison Group for fiscal year 2024. These changes ensure the Comparison Group remains reasonable and appropriate for go-forward benchmarking of market practices. Below is a summary of the approved changes.

  42. Fiscal Year 2024 Compensation Comparator Group Changes

    | Remove | Add | | Boeing | GE Healthcare Technologies | | Lockheed Martin | | | Raytheon | | | PepsiCo | |

  43. Fiscal Year 2023 Compensation Program Design

    | | Component | Basic Design | Purpose | | Fixed | Base Salary | •Fixed and recurring element of compensation ◦Calibrated with the Comparison Group market range | •Compensates for carrying out basic duties of the job •Recognizes individual experiences, skills, and sustained performance | | | Benefits | •Market-competitive benefits and perquisites including health, retirement, allowances and other life events | •Provides same benefits available to Medtronic employees; nonqualified deferred compensation plan provides the same tax planning benefit to executives after adjusting for statutory limitations | | Variable at Risk | Annual Incentive Plan | •Performance-based cash compensation opportunity using both financial and nonfinancial metrics ◦Financial metrics are revenue growth, non-GAAP diluted EPS, free cash flow, and market share ◦Nonfinancial measures are Quality and ID&E | •Encourage sustained performance improvements in key financial areas that drive total shareholder return and key nonfinancial areas that drive our strategy | | | PSU | •Performance-based equity compensation using both internal financial goals and relative total shareholder return ◦Revenue Growth 3-year simple average ◦Relative TSR versus the Comparison Group over a 3-year period (Relative TSR) •ROIC modifier (downward only) | •Represents a significant portion of long-term incentives based on meeting key strategic financial goals that are aligned with shareholder experiences •Promotes long-term stock ownership in Medtronic | | | Stock Options | •Vest 25% per year starting on the 1st anniversary of grant date | •Aligns pay with performance by linking value to stock price appreciation and shareholder value creation | | | RSU | •Vest 100% on the 3rd anniversary of grant date | •Promotes long-term stock ownership in Medtronic •Encourages retention |

  44. Fiscal Year 2023 Compensation Decisions

    | Name | FY22 MIP Target | FY23 MIP Target | % Increase/ (Decrease) | | Geoffrey S. Martha | 150% | 150% | —% | | Karen L. Parkhill | 110% | 110% | —% | | Sean M. Salmon | 100% | 100% | —% | | Rob ten Hoedt | 100% | 100% | —% | | Robert J. White | 100% | 100% | —% |

  45. Fiscal Year 2023 Annual Medtronic Incentive Plan Payout Results

    Fiscal Year 2023 Annual Medtronic Incentive Plan Payout Results The Committee uses the Board-approved annual operating plan to support tough but fair financial performance expectations and nonfinancial objectives key to our sustained long-term success. The design of this program reflects the input of shareholders over a multi-year period, and is structured as follows:

  46. Fiscal Year 2023 MIP Design

    Fiscal Year 2023 MIP Design

  47. Medtronic Performance

    | Measure | Rationale | Weight | Performance Minimum | Performance Target | Performance Maximum | Actual Result | Weighted Payout | | Revenue Growth Over Prior Year (Constant Currency) (1) | Top line growth continues to be a key driver of shareholder value. | 25% | 2.34% | 7.73% | 13.21% | 2.25% | —% | | Diluted EPS Growth (Non-GAAP) (2) | Earnings both from operating efficiency and financial management is a key driver of returns to shareholders. | 25% | $5.55 | $5.90 | $6.49 | $5.17 | —% | | Free Cash Flow (Non-GAAP) (2)(3) | Free cash flow is a key driver of shareholder returns and captures items not included in GAAP net income 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. | 25% | $5,049 | $6,311 | $7,573 | $4,275 | —% | | Market Share (Y/Y Share Performance) | Increases in market share is a driver of revenue and income across our portfolios and regions. | 25% | (1.5%) – (0.49%) | (0.50%) - 0.5% | 0.5%+ | (-0.4) | 25.00% | | Total Payout as a % of Target | | | | | | | —% |

  48. Medtronic Performance

    (1)Revenue Growth for MIP purposes is based on annual operating plan FX rates not actual FX. (2)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. (3)$ in millions. 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, which was the case in FY23. 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. Organic revenue growth represents FY23 revenue in comparison to FY22 revenue at constant currencies. 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. The Compensation Committee has pre-established adjustments for non-GAAP diluted EPS and free cash flow as allowed under Medtronic’s Annual Incentive Plan. Market Share is based on calendar year revenue reporting to reflect performance in the same time periods as our competitors.

  49. Team Performance Scorecard

    Team Performance Scorecard In addition to financial performance, Medtronic also assessed nonfinancial performance focused on ID&E and Quality. We firmly believe that an inclusive, diverse and equitable culture will support sustained long-term value creation. We made considerable progress in diversity focused on an increase in female managers and above and ethnically diverse managers and above. Medtronic exceeded the progress goal toward our stated FY26 representation for women (globally) and ethnic diversity (U.S.) in management level positions and achieved all the major components of our ID&E strategy. If the EPS threshold performance were achieved and there was a FY23 MIP payout, the overall modifier for ID&E would have been 110%. Complimenting our ID&E category was Quality emphasizing both compliance and quality. The quality performance component consists of metrics and receipt of a warning letter (material and immaterial) will trigger the quality modifier. Quality performance will be assessed at the end of the performance period using a combination of quantitative and qualitative assessment. Medtronic achieved nearly all Quality goals in FY23 and would have resulted in a 96.7% modifier. Combining the Quality and IDE performance would have yielded a modifier of 103% of target. The table below illustrates the non-financial performance:

  50. Team Performance Scorecard

    | ID&E | | FY23 Target | Category Weight | Result | Payout Range | | Women Mangers + (Total Medtronic) | | 42.5% | 50% | 42.9% | 95%-105% | | Ethnically Diverse Managers + (US only) | | 27.0% | 50% | 27.6% | 106%-120% | | ID&E Modifier Result | | | | | 110.0% | | Quality | Category | FY23 Target | Category Weight | Result | Payout | | Compliance | Findings/Inspections (FDA 483) | <= 1.5 | 33.3% | 1.0 | 33.3% | | | Findings/Inspections (FDA 483/MDSAP) | <= 0.3 | | 0.1 | | | Quality | FCA Execution Timelines | >= 95% | 33.3% | 95.0% | 33.3% | | | Complaint Timeliness Execution | >= 70% | 33.3% | 65.0% | 30.0% | | Total Quality Component Actual Performance | | | | | 96.7% | | Total Quality Component Adjusted (Warning Letter) | | | | | N/A | | TEAM SCORECARD RESULT | | | | | 103.0% |

  51. Individual Performance Scorecard

    Individual Performance Scorecard As noted above the FY23 MIP payout is 0%, resulting in no individual MIP modifications. FISCAL YEAR 2024 ANNUAL MEDTRONIC INCENTIVE PLAN DESIGN CHANGE In fiscal year 2023, the Committee, in consultation with management and the Independent Consultant modified the annual incentive plan for senior executives including NEOs. Beginning in fiscal year 2024, the MIP will no longer have an EPS funding gate; each element of the Medtronic Scorecard will be assessed independently. Further, the MIP will remove market share at the Medtronic Scorecard level. Therefore, the Medtronic Scorecard will be an equally weighted measurement of revenue growth, diluted EPS and free cash flow. There are no other changes to the overall framework as the team scorecard will continue to measure ID&E and Quality and the individual scorecard will continue to be aligned to individual performance. FISCAL YEAR 2023 LONG-TERM INCENTIVE PLAN (LTIP) The Medtronic long-term incentive program explicitly links a significant portion of our NEO’s compensation to long-term stock price performance and uses financial goals that are aligned to shareholder value creation. The Compensation Committee sets individual target awards for each NEO based on several factors such as desired competitiveness, performance, expertise, experience, and internal equity. The following table highlights the FY23 target long-term incentive value for each NEO as compared to FY22:

  52. Individual Performance Scorecard

    | Name | FY22 LTIP Target (000s) | FY23 LTIP Target (000s) | % Increase (1) | | Geoffrey S. Martha | $12,500 | $13,250 | 6.0% | | Karen L. Parkhill | $4,700 | $5,000 | 6.4% | | Sean M. Salmon | $3,600 | $4,000 | 11.1% | | Rob ten Hoedt | $3,400 | $3,400 | —% | | Robert J. White | $4,000 | $4,000 | —% |

  53. Individual Performance Scorecard

    (1)Medtronic increased individual target awards for its NEOs to maintain alignment with our compensation positioning philosophy, which is to position pay at the median of our proxy peer group factoring in expertise and performance. As noted in our compensation philosophy, the long-term incentive design is intended to be market competitive, performance-based, shareholder-aligned and encourage long-term retention and stock ownership. Therefore, we have used a portfolio approach in the design of our long-term incentive program including performance share units (PSUs), stock options and time-based restricted stock units (RSUs).

  54. Performance Share Units

    Performance Share Units Our Performance Share Unit plan is a 3-year incentive plan that is based on long-term measures of company performance and makes up 50% of the target LTIP value. The PSU plan has measures that are complementary to the annual MIP, are tied to longer term financial performance, encourage a responsible use of capital and directly reflect total shareholder return performance. Additionally, we believe that measuring one-year revenue growth in the MIP and three-year revenue growth in the PSU plan appropriately balances flexibility in a dynamic market and durability over time. The specifics of the PSU plan are below: PSU goals are set at the beginning of the 3-year performance period. The 50% portion focused on revenue growth is defined as the 3-year simple average, measured at constant currency (excluding the impact of significant acquisitions and divestitures). The 50% portion focused on Relative TSR 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 Comparison Group. ROIC is defined as Net Cash Earnings plus Interest Expense net of Tax, divided by Invested Capital for each year, averaged over the 3-year period. “Net Cash Earnings” is defined as non-GAAP earnings (adjusted to exclude the impact of non-recurring items) after the removal of the after-tax impact of Amortization. “Invested Capital” is defined as Total Equity plus Interest-Bearing Liabilities Less Cash and Cash Equivalents for each year. If the three-year ROIC target is not achieved the overall performance score is reduced by 30%. That overall performance score is then multiplied by the applicable NEOs individual target PSU grant to arrive at the actual number of shares earned. At the completion of the 3-year performance period, PSUs are earned based on the achievement of these goals and paid out in shares. For each performance measure, the share payout would be 0% if performance is below the minimum, 50% of target if performance is at threshold, 100% if performance is at target and 200% of target if performance is at or above the maximum performance level. Three-year revenue growth and relative TSR are independently assessed, and the payout results are added together. This sum is assessed relative to the ROIC modifier and reduced by 30% if the ROIC target is not achieved. Dividend equivalents with respect to the PSUs are accrued over the performance period and are settled in additional shares based on actual performance.

  55. Stock Options

    Stock Options Given our focus on growth, and the generation of long-term shareholder value, we believe that stock options are performance-based. This component constitutes 30% of the target LTIP value and is directly aligned to stock price appreciation and shareholder value creation. Stock options have value only when the market price exceeds the exercise price. All stock option grants have an exercise price that is equal to the market closing 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.

  56. Restricted Stock Units (RSUs)

    Restricted Stock Units (RSUs) RSUs represent 20% of the target LTIP value and are intended to assist in retaining high performing executives and aligning executives’ compensation with shareholders through long-term stock ownership. The RSU grants cliff vest (100%) on the third anniversary of the grant date. FISCAL YEAR 2021 — 2023 PERFORMANCE SHARE UNIT (PSU) PAYOUT RESULTS The FY21–FY23 LTIP consisted of a portfolio of equity vehicles including stock options, performance share units and time based restricted share units.

  57. Fiscal Year 2021 — 2023 PSU Payout Results

    Fiscal Year 2021 — 2023 PSU Payout Results At the end of the fiscal year, the Compensation Committee certified the results for the PSU performance period that began in FY21 and was completed at the end of FY23. Payments of awards for this PSU performance period were made during the second fiscal quarter of FY24. The following table shows the results for FY21–23 PSUs and the resulting total payout percentage:

  58. Fiscal Year 2021 — 2023 PSU Payout Results

    | Element | Revenue Growth (1) | Relative TSR (2) | | Actual Result | 3.53% | 13P | | PSU Target | 7.00% | 50P | | Payout Level | 65.30% | —% | | Objective Weight | 50.00% | 50.00% | | Weighted Payout Percent | 32.67% | —% | | PAYOUT PERCENT | | 32.67% | | ROIC Modifier (3) | | No Modification | | TOTAL PAYOUT PERCENT | | 32.67% |

  59. Fiscal Year 2021 — 2023 PSU Payout Results

    (1)Revenue Growth is the three-year cumulative organic revenue growth measured at constant currency. (2)Relative Total Shareholder Return measures our performance relative to our comparator group. (3)ROIC is the non-GAAP net income plus interest expense net of tax, divided by Invested Capital for each year, averaged over the 3-year period. Invested Capital is defined as total equity plus net debt (short and long-term debt) less cash and investments. PERFORMANCE SHARE UNIT PAYMENTS

  60. Fiscal Year 2021 — 2023 PSU Payout Results

    | Name | FY21-FY23 Actual Performance | FY21-FY23 Target Shares | FY21-FY23 Shares Paid | | Geoffrey S. Martha | 32.67% | 51,758 | 16,910 | | Karen L. Parkhill | 32.67% | 20,243 | 6,614 | | Sean M. Salmon | 32.67% | 15,989 | 5,225 | | Rob ten Hoedt | 32.67% | 12,882 | 4,209 | | Robert J. White | 32.67% | 16,563 | 5,412 |

  61. 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 times annual base salary and other NEOs to maintain stock ownership equal to three times annual base salary. Until the ownership guideline is met, the CEO must retain 75% of after-tax net gain 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 calendar months preceding the measurement date. As of July 21, 2023, all NEOs are in compliance with the stock ownership and retention policy. 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. Our current policy provides that 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. In addition, we have adopted a policy for recovery of erroneously awarded compensation in the event of an accounting restatement, in accordance with Exchange Act Rule 10D-1 and NYSE Rule 303A.14. 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 months prior to or 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. 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 and other Section 16 Officers 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: •Stock options are granted with an exercise price equal to the market close stock price of Medtronic ordinary shares on the date of grant. •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. 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 (Section 162(m)), 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. While the Compensation Committee generally considers the Section 162(m) limit when determining compensation, it 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. Furthermore, interpretations of and changes in the tax laws, and other factors beyond the Compensation Committee’s control, may also affect the deductibility of compensation. The Compensation Committee also considers accounting treatment in the design of various forms of awards in determining the overall components of our compensation program, including forms of incentive equity under the long-term incentive plan. COMPENSATION RISK ASSESSMENT

  62. Executive Compensation Governance Practices and Policies

    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 20 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: •The NEOs are subject to stock ownership guidelines that require our CEO to maintain ownership of stock equal to six times annual base salary, and other NEOs to maintain ownership of stock equal to three times annual base salary. As of July 21, 2023, all NEOs are in compliance with the stock ownership and retention guidelines. •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. •Improper payments or gains from incentives and equity compensation are subject to clawback. •Short-term and long-term cash incentive payments are capped to avoid potential windfalls. •Short-term and long-term 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. The financial measures for the short-term cash incentives focus on annual operating plan measures such as revenue growth, diluted EPS, cash flow and market share. Long-term incentives measure shareholder three-year revenue growth, total shareholder return and ROIC relative to our long-term strategic expectations communicated to shareholders. •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. The Compensation Committee annually reviews an in-depth risk assessment of Medtronic’s sales and non-sales compensation programs. The assessment includes a review of fixed versus variable pay mix, incentive plan metrics, and payout formulas as well as governance and compliance mechanisms such as approval authorities and payment claw back policies. The review completed in March of fiscal year 2023 found that no compensation programs, policies, or practices were likely to have a material adverse impact on Medtronic.

  63. Other Benefits and Perquisites

    Other Benefits and Perquisites Medtronic provides broad-based benefit plans to all of its employees, including the same programs for NEOs. All employees participate in the same health care plans, and we do not provide NEOs with any different or additional benefit plans except for a business allowance of $24,000 for U.S.-based NEOs and $40,000 for the CEO. Our business allowance policy is described in detail below. AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS At the time of hire we entered into offer letters with each of our NEOs. Each offer letter specifies the annual base salary for the executive, which may be modified at the discretion of the Compensation Committee. In addition, the offer letters specify that the executives are eligible to participate in the Medtronic Incentive Plan and the Company’s long-term incentive plan. Offer letters also reflect one-time compensation awards or adjustments, if any, generally provided in connection with an executive’s promotion, in order to align the executive’s compensation with market standards based on increased duties and responsibilities, or an executive’s hiring, in order to align our recruiting efforts with market practices, including providing awards on terms similar to awards the executive forfeited when leaving his or her former employer. Under the terms of the offer letters, each NEO is also eligible to participate in the welfare, retirement and other benefit plans, practices, policies and programs, as may be in effect from time to time, as described in more detail below. In addition, in October 2021 the Committee aligned Mr. ten Hoedt’s compensation with market standards based on increased duties and responsibilities following his role expansion. Under the agreement: (1) Mr. ten Hoedt’s annual LTIP target was increased for the fiscal year, resulting in additional equity grants on November 1, 2021 (the value of which is reflected in the Summary Compensation Table for the 2022 fiscal year) and (2) Mr. ten Hoedt became eligible to receive a $500,000 cash payment that vests in substantially equal installments on the first and second anniversaries of the start date of his role expansion (September 30, 2021), subject to his continued service through each applicable vesting date. TERMINATION/CHANGE OF CONTROL BENEFITS As described in detail and quantified in the Potential Payments upon Termination or Change in Control section, our NEOs receive certain benefits upon their termination by the Company without “cause” or for select recent hires, upon their resignation for “good reason,” including such terminations following a change of control (COC) of the Company. Our Compensation Committee regularly reviews termination and COC benefits and continues to believe that the severance benefits in connection with certain terminations of employment constitute reasonable levels of protection for our executives that are aligned with shareholders. Compensation in a COC 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 COC, and to help ensure the retention and dedicated attention of key executives critical to the ongoing operation of the Company. Our COC 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 COC benefits should motivate senior management to objectively evaluate potential mergers or transactions that may be in the best interests of shareholders. Our COC policy is discussed in more detail in the “Potential Payments Upon Termination or Change of Control” section of “Executive Compensation.” Our COC Policy requires a “double trigger” and applies only if a participant is involuntarily terminated without cause or the participant terminates employment for good reason within three years after a COC event. None of our policies or arrangements with NEOs provide for any “golden parachute” excise tax gross ups. Our NEOs must also enter into the Company’s standard restrictive covenant agreement, including provisions such as non-competition, confidential information and non-solicitation of the Company’s employees and customers as well as an at-will employment attestation. The 2021 Medtronic plc Long Term Incentive Plan generally prohibits single-trigger vesting on a “change of control” (as defined under the plan), unless the change in control results in the Company’s successor not assuming outstanding awards, which protects employees and supports an orderly transition of leadership. UNITED STATES TAX-QUALIFIED RETIREMENT PLANS Medtronic sponsors a number of United States tax-qualified retirement plans for its employees, including the NEOs. The Company maintains the Medtronic Retirement Plan for Certain Participants and Beneficiaries (“MRP for CPB”), which consists of two types of benefits – the Final Average Pay Pension (“FAPP”) benefit and the Personal Pension Account (“PPA”) benefit. Employees hired before May 1, 2005 could elect to receive the FAPP or either the PPA or the Personal Investment Account (“PIA”) feature in the Medtronic Savings and Investment Plan – our 401(k) plan. Mr. Salmon participates in the FAPP component of the MRP for CPB. Employees hired or rehired on or after May 1, 2005 but prior to January 1, 2016 are not eligible for the FAPP benefit as that particular benefit has been closed to new entrants but may elect either the PPA benefit under the MRP for CPB or the PIA feature under the 401(k) plan. Messrs. Martha and White participate in the PIA. Under the PIA the company contributes 5% of eligible compensation each year. Employees hired or rehired on or after January 1, 2016 are eligible for the Medtronic Core Contribution (“MCC”) feature in the 401(k) plan. 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. Ms. Parkhill participates in the MCC. Additional details regarding the MRP for CPB, PIA, and 401(k) plan are provided on page 62 of this proxy statement. SUPPLEMENTAL RETIREMENT PLANS The Company offers a Nonqualified Retirement Plan Supplement (“NRPS”) designed to provide all eligible employees, including the NEOs, with benefits that supplement those provided under our tax-qualified plans. The NRPS is designed to restore benefits lost under the PPA, PIA, FAPP or MCC due to covered compensation limits prescribed by the Internal Revenue Code. The NRPS also restores benefits for otherwise eligible compensation deferred into the Medtronic Capital Accumulation Plan Deferral Program (the “Capital Accumulation Plan”). The NRPS provides employees with no greater benefit than they would have received under the qualified plan in which they participate were it not for the covered compensation limits and deferrals into the Capital Accumulation Plan. NONQUALIFIED DEFERRED COMPENSATION PLAN The Company provides all employees at the vice president level or above, including our NEOs, and highly compensated employees with a market-competitive nonqualified deferred compensation plan through the Capital Accumulation Plan. Our plan allows these employees to make voluntary deferrals from their base pay and incentive payments, which are then credited with gains or losses based on the performance of selected investment alternatives. These alternatives are the same as those offered in our tax-qualified 401(k) plan for all employees. There are no Company contributions to the plan or Company subsidized returns or Company guaranteed returns. BUSINESS ALLOWANCE

  64. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes all compensation for each of the last three fiscal years awarded to, earned by, or paid to the Company’s Chief Executive Officer, Chief Financial Officer, and three other most highly compensated executive officers during fiscal year 2023 (collectively, the named executive officers or “NEOs”). Please refer to the section entitled “Compensation Discussion and Analysis” beginning on page 33 of this proxy statement for a description of the compensation components for Medtronic’s NEOs. A narrative description of the material factors necessary to understand the information is provided below the Summary Compensation Table.

  65. 2023 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) (3) | Stock Awards (4) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation (5) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (6) | Total ($) | | Geoffrey S. Martha | 2023 | $1,350,000 | $— | $9,626,040 | $3,975,004 | $— | $— | $443,588 | $15,394,633 | | Chairman and Chief Executive Officer | 2022 | $1,345,192 | $— | $9,762,502 | $3,750,293 | $2,553,466 | $— | $450,497 | $17,861,949 | | | 2021 | $1,142,308 | $— | $8,910,812 | $4,504,950 | $2,740,000 | $— | $209,257 | $17,507,326 | | Karen L. Parkhill | 2023 | $911,059 | $— | $3,632,502 | $1,500,017 | $— | $— | $81,181 | $6,124,759 | | Executive Vice President and Chief Financial Officer | 2022 | $901,543 | $— | $3,670,802 | $1,435,118 | $1,420,581 | $— | $90,611 | $7,518,655 | | | 2021 | $900,876 | $— | $3,485,130 | $2,145,007 | $2,322,211 | $— | $68,656 | $8,921,879 | | Sean M. Salmon (1) | 2023 | $867,000 | $— | $2,905,963 | $1,200,013 | $— | $357,701 | $33,968 | $5,364,646 | | EVP & President, Cardiovascular Portfolio | | | | | | | | | | | Rob ten Hoedt (2) | 2023 | $907,368 | $269,630 | $2,470,097 | $1,020,004 | $— | $318,554 | $62,095 | $5,047,748 | | EVP & President, Global Regions | 2022 | $881,294 | $— | $2,655,555 | $1,045,098 | $1,077,580 | $217,242 | $62,120 | $5,938,889 | | Robert J. White | 2023 | $794,539 | $— | $2,905,963 | $1,200,013 | $— | $— | $130,681 | $5,031,197 | | EVP & President, Medical Surgical Portfolio | 2022 | $793,952 | $— | $3,123,977 | $1,225,100 | $1,094,944 | $— | $115,702 | $6,353,675 | | | 2021 | $793,364 | $— | $2,851,540 | $1,745,006 | $1,781,315 | $— | $82,952 | $7,254,177 |

  66. 2023 Summary Compensation Table

    (1)Mr. Salmon was not a Named Executive Officer in fiscal years 2021 or 2022. (2)Mr. ten Hoedt was not a Named Executive Officer in fiscal year 2021. For Mr. ten Hoedt, amounts paid in Swiss francs were translated to U.S. dollars as of April 29, 2023 at a rate of 1 Swiss Franc = 1.088 U.S. Dollars (3)Amount for Mr. ten Hoedt reflects first installment cash payment that vested on first anniversary of the start date of his role expansion effective September 30, 2021 converted to CHF for payment in October 2022 and to USD using the the rate of 1 Swiss Franc = 1.088 U.S. Dollars in April 2023. (4)These columns represent the grant date fair values of the 2023 PSU awards, which were calculated in accordance with our financial statements as incorporated in Form 10-K. Prior year values were previously calculated and disclosed based on the share price on the date of grant; those values have been revised based on the same methodology used to calculate the grant date fair values of the 2023 PSU awards. (5)See Non-Equity Incentive Plan Compensation section below for more details. (6)2022 and 2021 amounts for Mr. White reflect updated All Other Compensation values that include an imputed tax preparation fee for both years and an assignment-related gross-up for 2021, consistent with 2023 methodology. For 2022 and 2021, the tax equalization amounts applicable to Mr. White were a negative amount and, therefore, continue to be reflected as zero in the All Other Compensation column. See All Other Compensation table below for more details on 2023 values. 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 2023 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 Amounts reported in the stock awards column for FY23 represent aggregate grant date fair value of performance share units (PSUs) and grants of restricted stock units (RSUs) under the 2021 Medtronic plc Long Term Incentive Plan. The grant date fair value of the RSUs has been determined in accordance with FASB ASC Topic 718, Compensation— Stock Compensation. The grant date value of PSUs is based upon the probable outcome of the performance conditions and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date, excluding the effect of estimated forfeitures, in accordance with FASB ASC Topic 718, Compensation— Stock Compensation. For purposes of the Summary Compensation Table, we have assumed that the probable outcome of the performance conditions would result in the award vesting at target and the best estimate available for the aggregate compensation cost to be recognized over the service period as of the award date would reflect the value of each PSU at the Company’s stock price on the grant date. Accordingly, the grant date fair value was determined by multiplying the number of PSUs awarded by the closing stock price on the date of grant. For PSUs granted in FY23, the values assuming the highest level of performance conditions will be achieved are $13,951,920, $5,264,901, $4,211,882, $3,580,109, and $4,211,882 for Mr. Martha, Ms. Parkhill, Messrs. Salmon, ten Hoedt and White, respectively. There can be no assurance that these values will ever be realized. There is no assurance that any of the performance targets will be achieved, that the service-based awards will vest or that the any of the recipients will realize the values listed above. For a description of the vesting terms of the stock awards, see the narrative disclosure following the 2023 Grants of Plan-Based Awards table on page 56 and the footnotes to the 2023 Outstanding Equity Awards at Fiscal Year End table on page 58 of this proxy statement. Additional information regarding the assumptions used to calculate these amounts is incorporated by reference to Note 12 to the financial statements included in the Company’s Form 10-K for fiscal year 2023. 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. Additional information regarding the assumptions used to calculate these amounts is incorporated by reference to Note 12 to the financial statements included in the Company’s Form 10-K for fiscal year 2023. NON-EQUITY INCENTIVE PLAN COMPENSATION This column reflects the Medtronic MIP 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 2023 Nonqualified Deferred Compensation table on page 64 of this proxy statement). The table below reflects compensation received by the NEO under the plan for the performance period ending through fiscal year 2023.

  67. 2023 Summary Compensation Table

    | Name | MIP | Total Non-Equity Incentive Plan Compensation | | Geoffrey S. Martha | $— | $— | | Karen L. Parkhill | $— | $— | | Sean Salmon | $— | $— | | Rob ten Hoedt | $— | $— | | Robert J. White | $— | $— |

  68. 2023 Summary Compensation Table

    For a more detailed description of the terms of the non-equity incentive plan awards, see page 35 of the Compensation Discussion and Analysis and the narrative disclosure following the 2023 Grants of Plan-Based Awards on page 56 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 4.99% for the qualified plan and 4.73% for the nonqualified NRPS were used for fiscal year 2023, an increase from 4.48% for the qualified plan and 4.23% for the nonqualified NRPS in fiscal year 2022. The pension values are calculated based on the accrued pension benefits (qualified plan and the nonqualified NRPS) as of April 28, 2023 and the fiscal year-end 2023 ASC 715 disclosure in the financial statements included in assumptions. Assumptions are described in Note 15 to the financial statements included in the Company’s Form 10-K for fiscal year 2023. ALL OTHER COMPENSATION The all other compensation column includes the following:

  69. 2023 Summary Compensation Table

    | Name | Fiscal Year | Perquisites and Other Personal Benefits (1) | Tax Reimbursement (2) | Company Contributions to Defined Contribution Plans (3) | Total | | Geoffrey S. Martha | 2023 | $296,569 | $— | $147,019 | $443,588 | | Karen L. Parkhill | 2023 | $24,000 | $7 | $57,174 | $81,181 | | Sean Salmon | 2023 | $24,818 | $— | $9,150 | $33,968 | | Rob ten Hoedt | 2023 | $62,095 | $— | $— | $62,095 | | Robert J. White | 2023 | $25,600 | $31,355 | $73,726 | $130,681 |

  70. 2023 Summary Compensation Table

    (1)This column represents the aggregate incremental cost of perquisites and other benefits, and includes: •Mr. Martha includes a $40,000 business allowance. He also received $256,569 attributable to personal use of Company aircraft. •Ms. Parkhill includes a $24,000 business allowance •Mr. Salmon includes a $24,000 business allowance and a $818 patent award •Mr. ten Hoedt includes $16,313 of financial planning services and an automobile lease of $45,781 •Mr. White includes a $24,000 business allowance and a $1,600 imputed tax preparation fee. 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. (2)Mr. White includes a $16,888 tax equalization payment and a $14,467 assignment-related gross-up payment, each relating to calendar-year 2022 compensation and paid in fiscal year 2023. Tax equalization payments are designed to cover the additional taxes, if any, that an employee incurs due solely to an international assignment with the Company. If applicable, Medtronic makes tax equalization payments following completion of the applicable calendar year. (3)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 2023 the EPS achievement was $5.29 this equaled a $0.50 matching contribution for every $1 elective deferral a participant contributed to the plan up to 6% of eligible compensation. Participants in the PIA receive a contribution from Medtronic equal to 5% of eligible pay at the end of the fiscal year. The amount for Mr. Martha includes $137,869 in Company contributions to the qualified PIA ($15,250) and nonqualified PIA ($122,619). The amount for Mr. White includes $64,576 in Company contributions to the qualified PIA ($15,250) and nonqualified PIA ($49,326). 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 Ms. Parkhill includes $48,024 in Company contributions to the qualified Medtronic Core Contribution Plan (“MCC”) ($9,150) and the nonqualified MCC ($38,874). For additional information on the nonqualified MCC plan, see the 2023 Nonqualified Deferred Compensation table on page 64.

  71. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table summarizes all plan-based award grants to each of the NEOs during fiscal year 2023. Threshold amounts assume attainment of plan performance thresholds. You should refer to the Compensation Discussion and Analysis sections entitled “Fiscal Year 2023 Annual Medtronic Incentive Plan (“MIP”) Design” on page 42 and “Fiscal Year 2023 Long-Term Incentive Plan (LTIP) Design” beginning on page 45 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.

  72. 2023 Grants of Plan-Based Awards

    | | | | | | | | | | | All other stock awards: Number of Shares of Stock or Units (#) | All other option awards: Number of Securities Underlying Options (#) | Option Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | | | | | | Name | Award Type (1) | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Geoffrey S. Martha | MIP | | | 1,215,000 | 2,025,000 | 3,341,250 | | | | | | | | | | PSU | 8/1/2022 | 6/23/2022 | | | | 35,588 | 71,176 | 142,352 | | | | 6,975,960 | | | OPT | 8/1/2022 | 6/23/2022 | | | | | | | | 224,996 | 93.08 | 3,975,004 | | | RSU | 8/1/2022 | 6/23/2022 | | | | | | | 28,471 | | | 2,650,081 | | Karen L. Parkhill | MIP | | | 601,413 | 1,002,356 | 1,653,887 | | | | | | | | | | PSU | 8/1/2022 | 6/23/2022 | | | | 13,430 | 26,859 | 53,718 | | | | 2,632,451 | | | OPT | 8/1/2022 | 6/23/2022 | | | | | | | | 84,905 | 93.08 | 1,500,017 | | | RSU | 8/1/2022 | 6/23/2022 | | | | | | | 10,744 | | | 1,000,052 | | Sean M. Salmon | MIP | | | 520,200 | 867,000 | 1,430,550 | | | | | | | | | | PSU | 8/1/2022 | 6/23/2022 | | | | 10,744 | 21,487 | 42,974 | | | | 2,105,941 | | | OPT | 8/1/2022 | 6/23/2022 | | | | | | | | 67,924 | 93.08 | 1,200,013 | | | RSU | 8/1/2022 | 6/23/2022 | | | | | | | 8,595 | | | 800,023 | | Rob ten Hoedt | MIP | | | 544,421 | 907,368 | 1,497,156 | | | | | | | | | | PSU | 8/1/2022 | 6/23/2022 | | | | 9,132 | 18,264 | 36,528 | | | | 1,790,055 | | | OPT | 8/1/2022 | 6/23/2022 | | | | | | | | 57,735 | 93.08 | 1,020,004 | | | RSU | 8/1/2022 | 6/23/2022 | | | | | | | 7,306 | | | 680,042 | | Robert J. White | MIP | | | 476,724 | 794,539 | 1,310,990 | | | | | | | | | | PSU | 8/1/2022 | 6/23/2022 | | | | 10,744 | 21,487 | 42,974 | | | | 2,105,941 | | | OPT | 8/1/2022 | 6/23/2022 | | | | | | | | 67,924 | 93.08 | 1,200,013 | | | RSU | 8/1/2022 | 6/23/2022 | | | | | | | 8,595 | | | 800,023 |

  73. 2023 Grants of Plan-Based Awards

    (1)MIP = Annual performance-based plan award granted under the Medtronic Incentive Plan. As described above in the Compensation Discussion & Analysis, Medtronic’s financial performance including revenue growth, non-GAAP EPS, free cash flow and market share can be adjusted up or down based on Team Performance and Individual Performance (excluding the CEO). PSU = Long-term performance plan award granted under the 2021 Medtronic plc Long Term Incentive Plan OPT = Nonqualified stock options granted under the 2021 Medtronic plc Long Term Incentive Plan RSU = Restricted stock unit granted under the 2021 Medtronic plc Long Term Incentive Plan ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS Amounts in these columns represent potential payouts at threshold, target and maximum performance under fiscal year 2023 MIP. Earned payouts under the MIP for annual revenue growth and diluted EPS can range from 50% to 200%, for free cash flow 50% to 150%, for market share 90% to 110%, for the team scorecard 80% to 110% and their individual scorecard (other than the CEO) 70% to 130% of the target award based on Company, team and individual performance as described on page 37 of this proxy statement. The threshold payout levels described above reflect threshold performance achievement for one performance metric in the MIP (i.e, EPS threshold required for payout under MIP), including a downward modifier for both team and individual performance. 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 these columns represent potential payouts at threshold, target and maximum performance under the fiscal year 2023-2025 PSUs. The threshold amount assumes shares earned at the threshold performance for revenue growth and relative shareholder return. The performance share plan is designed to increase the emphasis on long-term growth and value creation, with the weighting of 3-year revenue growth and 3-year relative total shareholder return at 50% each. Return on Invested Capital (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) acts as a downward modifier, reducing the payout by 30% if a minimum level of ROIC is not achieved. 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 STOCK AWARDS The amounts reported in this column represent grants of RSUs, which vest 100% on the third anniversary of the grant date. 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 2023 computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. Additional information regarding the assumptions used to calculate these amounts are incorporated by reference to Note 12 to the financial statements included in the Company’s Form 10-K for fiscal year 2023.

  74. 2023 Outstanding Equity Awards at Fiscal Year End

    2023 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 2023. The market or payout value of unearned shares, units or other rights that have not vested is based on $90.95, which was the closing price of Medtronic’s ordinary shares on the New York Stock Exchange on April 28, 2023, and for performance share unit awards presumes that the target performance goals are met.

  75. 2023 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 ($) | | Geoffrey S. Martha | 7/28/2014 | 1,594 | — | 62.76 | 7/28/2024 | 8/3/2020 | 24,770 | 2,252,832 | | | | | 7/28/2014 | 17,519 | — | 62.76 | 7/28/2024 | 10/9/2020 | | | 55,166 | 5,017,355 | | | 1/27/2015 | 34,741 | — | 74.84 | 1/27/2025 | 8/2/2021 | 20,008 | 1,819,732 | | | | | 8/3/2015 | 39,317 | — | 78.00 | 8/3/2025 | 8/2/2021 | | | 50,019 | 4,549,186 | | | 8/3/2015 | 1,283 | — | 78.00 | 8/3/2025 | 8/1/2022 | 29,194 | 2,655,229 | | | | | 8/1/2016 | 1,136 | — | 88.06 | 8/1/2026 | 8/1/2022 | | | 72,984 | 6,637,932 | | | 8/1/2016 | 34,825 | — | 88.06 | 8/1/2026 | | | | | | | | 7/31/2017 | 1,191 | — | 83.97 | 7/31/2027 | | | | | | | | 7/31/2017 | 39,697 | — | 83.97 | 7/31/2027 | | | | | | | | 7/30/2018 | 1,695 | — | 89.08 | 7/30/2028 | | | | | | | | 7/30/2018 | 67,782 | — | 89.08 | 7/30/2028 | | | | | | | | 7/29/2019 | 61,365 | 20,455 | 103.26 | 7/29/2029 | | | | | | | | 7/29/2019 | 1,211 | 404 | 103.26 | 7/29/2029 | | | | | | | | 10/28/2019 | 48,877 | 16,293 | 106.22 | 10/28/2029 | | | | | | | | 8/3/2020 | 106,265 | 106,265 | 97.33 | 8/3/2030 | | | | | | | | 8/3/2020 | 35,578 | 35,580 | 97.33 | 8/3/2030 | | | | | | | | 8/2/2021 | 40,682 | 122,049 | 131.26 | 8/2/2031 | | | | | | | | 8/1/2022 | — | 224,996 | 93.08 | 8/1/2032 | | | | | | | Karen L. Parkhill | 8/1/2016 | 45,424 | — | 88.06 | 8/1/2026 | 8/3/2020 | 9,688 | 881,136 | | | | | 8/1/2016 | 1,136 | — | 88.06 | 8/1/2026 | 10/9/2020 | | | 21,576 | 1,962,331 | | | 7/31/2017 | 53,988 | — | 83.97 | 7/31/2027 | 8/2/2021 | 7,523 | 684,250 | | | | | 7/31/2017 | 1,191 | — | 83.97 | 7/31/2027 | 8/2/2021 | | | 18,807 | 1,710,531 | | | 7/30/2018 | 85,067 | — | 89.08 | 7/30/2028 | 8/1/2022 | 11,017 | 1,001,994 | | | | | 7/30/2018 | 1,695 | — | 89.08 | 7/30/2028 | 8/1/2022 | | | 27,541 | 2,504,892 | | | 7/29/2019 | 71,054 | 23,685 | 103.26 | 7/29/2029 | | | | | | | | 7/29/2019 | 1,211 | 404 | 103.26 | 7/29/2029 | | | | | | | | 8/3/2020 | 787 | 788 | 97.33 | 8/3/2030 | | | | | | | | 8/3/2020 | 41,561 | 41,562 | 97.33 | 8/3/2030 | | | | | | | | 8/3/2020 | 25,188 | 25,190 | 97.33 | 8/3/2030 | | | | | | | | 8/2/2021 | 271 | 814 | 131.26 | 8/2/2031 | | | | | | | | 8/2/2021 | 15,296 | 45,891 | 131.26 | 8/2/2031 | | | | | | | | 8/1/2022 | — | 84,905 | 93.08 | 8/1/2032 | | | | | | | Sean M. Salmon | 7/28/2014 | 1,594 | — | 62.76 | 7/28/2024 | 8/3/2020 | 5,050 | 459,293 | | | | | 7/28/2014 | 13,066 | — | 62.76 | 7/28/2024 | 10/9/2020 | | | 11,769 | 1,070,397 | | | 1/27/2015 | 16,035 | — | 74.84 | 1/27/2025 | 2/1/2021 | 2,006 | 182,433 | | | | | 8/3/2015 | 17,095 | — | 78.00 | 8/3/2025 | 2/1/2021 | | | 5,247 | 477,186 | | | 8/3/2015 | 1,283 | — | 78.00 | 8/3/2025 | 8/2/2021 | 5,507 | 500,835 | | | | | 8/1/2016 | 1,136 | — | 88.06 | 8/1/2026 | 8/2/2021 | | | 14,406 | 1,310,222 | | | 8/1/2016 | 15,142 | — | 88.06 | 8/1/2026 | 8/1/2022 | 8,508 | 773,830 | | | | | 7/31/2017 | 27,788 | — | 83.97 | 7/31/2027 | 8/1/2022 | | | 22,033 | 2,003,895 |

  76. 2023 Outstanding Equity Awards at Fiscal Year End

    | | 7/31/2017 | 1,191 | — | 83.97 | 7/31/2027 | | | | | | | | 7/30/2018 | 1,695 | — | 89.08 | 7/30/2028 | | | | | | | | 7/30/2018 | 25,983 | — | 89.08 | 7/30/2028 | | | | | | | | 7/29/2019 | 16,149 | 5,383 | 103.26 | 7/29/2029 | | | | | | | | 7/29/2019 | 1,211 | 404 | 103.26 | 7/29/2029 | | | | | | | | 10/28/2019 | 11,037 | 3,679 | 106.22 | 10/28/2029 | | | | | | | | 8/3/2020 | 787 | 788 | 97.33 | 8/3/2030 | | | | | | | | 8/3/2020 | 22,670 | 22,670 | 97.33 | 8/3/2030 | | | | | | | | 8/3/2020 | 15,113 | 15,114 | 97.33 | 8/3/2030 | | | | | | | | 2/1/2021 | 8,156 | 8,158 | 111.18 | 2/1/2031 | | | | | | | | 8/2/2021 | 271 | 814 | 131.26 | 8/2/2031 | | | | | | | | 8/2/2021 | 11,716 | 35,151 | 131.26 | 8/2/2031 | | | | | | | | 8/1/2022 | — | 67,924 | 93.08 | 8/1/2032 | | | | | | | Rob ten Hoedt | 7/29/2013 | 1,808 | — | 55.32 | 7/29/2023 | 8/3/2020 | 6,165 | 560,723 | | | | | 7/29/2013 | 3,706 | — | 55.32 | 7/29/2023 | 10/9/2020 | | | 13,730 | 1,248,765 | | | 7/28/2014 | 1,594 | — | 62.76 | 7/28/2024 | 8/2/2021 | 4,642 | 422,187 | | | | | 7/28/2014 | 10,357 | — | 62.76 | 7/28/2024 | 8/2/2021 | | | 11,604 | 1,055,420 | | | 8/3/2015 | 1,283 | — | 78.00 | 8/3/2025 | 11/1/2021 | 870 | 79,098 | | | | | 8/3/2015 | 39,317 | — | 78.00 | 8/3/2025 | 11/1/2021 | | | 2,174 | 197,746 | | | 8/1/2016 | 1,136 | — | 88.06 | 8/1/2026 | 8/1/2022 | 7,492 | 681,363 | | | | | 8/1/2016 | 34,825 | — | 88.06 | 8/1/2026 | 8/1/2022 | | | 18,728 | 1,703,315 | | | 7/31/2017 | 36,521 | — | 83.97 | 7/31/2027 | | | | | | | | 7/31/2017 | 1,191 | — | 83.97 | 7/31/2027 | | | | | | | | 7/30/2018 | 1,695 | — | 89.08 | 7/30/2028 | | | | | | | | 7/30/2018 | 58,745 | — | 89.08 | 7/30/2028 | | | | | | | | 7/29/2019 | 45,216 | 15,072 | 103.26 | 7/29/2029 | | | | | | | | 7/29/2019 | 1,211 | 404 | 103.26 | 7/29/2029 | | | | | | | | 8/3/2020 | 787 | 788 | 97.33 | 8/3/2030 | | | | | | | | 8/3/2020 | 26,448 | 26,448 | 97.33 | 8/3/2030 | | | | | | | | 8/3/2020 | 21,095 | 21,096 | 97.33 | 8/3/2030 | | | | | | | | 8/2/2021 | 9,438 | 28,316 | 131.26 | 8/2/2031 | | | | | | | | 8/2/2021 | 271 | 814 | 131.26 | 8/2/2031 | | | | | | | | 11/1/2021 | 1,667 | 5,003 | 120.23 | 11/1/2031 | | | | | | | | 8/1/2022 | — | 57,735 | 93.08 | 8/1/2032 | | | | | | | Robert J. White | 2/18/2015 | 76,434 | — | 78.50 | 2/18/2025 | 8/3/2020 | 7,608 | 691,945 | | | | | 8/3/2015 | 23,932 | — | 78.00 | 8/3/2025 | 10/9/2020 | | | 17,654 | 1,605,596 | | | 8/3/2015 | 1,283 | — | 78.00 | 8/3/2025 | 8/2/2021 | 6,145 | 558,923 | | | | | 8/1/2016 | 24,226 | — | 88.06 | 8/1/2026 | 8/2/2021 | | | 16,006 | 1,455,728 | | | 8/1/2016 | 1,136 | — | 88.06 | 8/1/2026 | 8/1/2022 | 8,459 | 769,390 | | | | | 7/31/2017 | 30,170 | — | 83.97 | 7/31/2027 | 8/1/2022 | | | 22,033 | 2,003,895 | | | 7/31/2017 | 1,191 | — | 83.97 | 7/31/2027 | | | | | | | | 7/30/2018 | 63,263 | — | 89.08 | 7/30/2028 | | | | | | | | 7/30/2018 | 1,695 | — | 89.08 | 7/30/2028 | | | | | | | | 7/29/2019 | 58,135 | 19,379 | 103.26 | 7/29/2029 | | | | | | | | 7/29/2019 | 1,211 | 404 | 103.26 | 7/29/2029 | | | | | | | | 8/3/2020 | 34,004 | 34,006 | 97.33 | 8/3/2030 | | | | | | | | 8/3/2020 | 787 | 788 | 97.33 | 8/3/2030 | | | | | | | | 8/3/2020 | 20,150 | 20,152 | 97.33 | 8/3/2030 | | | | | | | | 8/2/2021 | 271 | 814 | 131.26 | 8/2/2031 | | | | | | | | 8/2/2021 | 13,018 | 39,056 | 131.26 | 8/2/2031 | | | | | | | | 8/1/2022 | — | 67,924 | 93.08 | 8/1/2032 | | | | | |

  77. 2023 Outstanding Equity Awards at Fiscal Year End

    (1) Amounts in these columns may include dividend equivalent units that will be distributed upon distribution of the underlying awards. The table below shows the vesting schedule for all unexercisable options, which generally vest 25% on each anniversary of the date of grant over a four-year period, generally subject to continued service.

  78. 2023 Outstanding Equity Awards at Fiscal Year End

    | | | Vesting Schedule for Unexercisable Options | | | | | Name | Grant Date | 2023 | 2024 | 2025 | 2026 | | Geoffrey S. Martha | 7/29/2019 | 20,455 | | | | | | 7/29/2019 | 404 | | | | | | 10/28/2019 | 16,293 | | | | | | 8/3/2020 | 53,132 | 53,133 | | | | | 8/3/2020 | 17,790 | 17,790 | | | | | 8/2/2021 | 40,683 | 40,683 | 40,683 | | | | 8/1/2022 | 56,249 | 56,249 | 56,249 | 56,249 | | Karen L. Parkhill | 7/29/2019 | 23,685 | | | | | | 7/29/2019 | 404 | | | | | | 8/3/2020 | 12,595 | 12,595 | | | | | 8/3/2020 | 20,781 | 20,781 | | | | | 8/3/2020 | 394 | 394 | | | | | 8/2/2021 | 15,297 | 15,297 | 15,297 | | | | 8/2/2021 | 271 | 271 | 272 | | | | 8/1/2022 | 21,226 | 21,226 | 21,226 | 21,227 | | Sean M. Salmon | 7/29/2019 | 5,383 | | | | | | 7/29/2019 | 404 | | | | | | 10/28/2019 | 3,679 | | | | | | 8/3/2020 | 11,335 | 11,335 | | | | | 8/3/2020 | 394 | 394 | | | | | 8/3/2020 | 7,557 | 7,557 | | | | | 2/1/2021 | 4,079 | 4,079 | | | | | 8/2/2021 | 11,717 | 11,717 | 11,717 | | | | 8/2/2021 | 271 | 271 | 272 | | | | 8/1/2022 | 16,981 | 16,981 | 16,981 | 16,981 | | Rob ten Hoedt | 7/29/2019 | 404 | | | | | | 7/29/2019 | 15,072 | | | | | | 8/3/2020 | 13,224 | 13,224 | | | | | 8/3/2020 | 394 | 394 | | | | | 8/3/2020 | 10,548 | 10,548 | | | | | 8/2/2021 | 271 | 271 | 272 | | | | 8/2/2021 | 9,438 | 9,439 | 9,439 | | | | 11/1/2021 | 1,667 | 1,668 | 1,668 | | | | 8/1/2022 | 14,433 | 14,434 | 14,434 | 14,434 | | Robert J. White | 7/29/2019 | 404 | | | | | | 7/29/2019 | 19,379 | | | | | | 8/3/2020 | 17,003 | 17,003 | | | | | 8/3/2020 | 394 | 394 | | | | | 8/3/2020 | 10,076 | 10,076 | | | | | 8/2/2021 | 271 | 271 | 272 | | | | 8/2/2021 | 13,018 | 13,019 | 13,019 | | | | 8/1/2022 | 16,981 | 16,981 | 16,981 | 16,981 |

  79. 2023 Outstanding Equity Awards at Fiscal Year End

    The table below shows the vesting schedule for all unvested restricted stock units and performance share units. Time-vested restricted stock units cliff vest on the third anniversary of the grant date, generally subject to continued service. Performance share units are reported as if target performance goals have been met.

  80. 2023 Outstanding Equity Awards at Fiscal Year End

    | | | Vesting Schedule for Unvested Restricted Stock Units and Performance Share Units | | | | Name | Grant Date | 2023 | 2024 | 2025 | | Geoffrey S. Martha | 8/3/2020 | 24,770 | | | | | 10/9/2020 | 55,166 | | | | | 8/2/2021 | | 20,008 | | | | 8/2/2021 | | 50,019 | | | | 8/1/2022 | | | 29,194 | | | 8/1/2022 | | | 72,984 | | Karen L. Parkhill | 8/3/2020 | 9,688 | | | | | 10/9/2020 | 21,576 | | | | | 8/2/2021 | | 7,523 | | | | 8/2/2021 | | 18,807 | | | | 8/1/2022 | | | 11,017 | | | 8/1/2022 | | | 27,541 | | Sean M. Salmon | 8/3/2020 | 5,050 | | | | | 10/9/2020 | 11,769 | | | | | 2/1/2021 | 2,006 | | | | | 2/1/2021 | 5,247 | | | | | 8/2/2021 | | 5,507 | | | | 8/2/2021 | | 14,406 | | | | 8/1/2022 | | | 8,508 | | | 8/1/2022 | | | 22,033 | | Rob ten Hoedt | 8/3/2020 | 6,165 | | | | | 10/9/2020 | 13,730 | | | | | 8/2/2021 | | 4,642 | | | | 8/2/2021 | | 11,604 | | | | 11/1/2021 | | 870 | | | | 11/1/2021 | | 2,174 | | | | 8/1/2022 | | | 7,492 | | | 8/1/2022 | | | 18,728 | | Robert J. White | 8/3/2020 | 7,608 | | | | | 10/9/2020 | 17,654 | | | | | 8/2/2021 | | 6,145 | | | | 8/2/2021 | | 16,006 | | | | 8/1/2022 | | | 8,459 | | | 8/1/2022 | | | 22,033 |

  81. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The table below includes information related to options exercised by each of the NEOs and restricted stock units that vested during fiscal year 2023. The table also includes the value realized for such options and restricted stock units. 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.

  82. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Geoffrey S. Martha | — | — | — | — | | Karen L. Parkhill | — | — | — | — | | Sean M. Salmon | 16,631 | $418,709 | — | — | | Rob ten Hoedt | 2,404 | $96,009 | — | — | | Robert J. White | — | — | — | — |

  83. 2023 Pension Benefits

    2023 Pension Benefits The table below includes information with respect to Medtronic’s pension plans for each of the NEOs as of April 28, 2023, 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.

  84. 2023 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit (1) ($) | Payments During Last Fiscal Year (2)(3) ($) | | Geoffrey S. Martha (1)(2) | Medtronic NRPS | 11.667 | $— | $— | | Karen L. Parkhill (1) | — | — | $— | $— | | Sean M. Salmon | MRP for CPB | 18.417 | $501,084 | $— | | | Medtronic NRPS | 18.417 | $1,928,262 | $— | | Rob ten Hoedt (3) | Medtronic Pension Fund | 16.333 | $9,007,105 | $82,443 | | Robert J. White (1) | — | — | $— | $— |

  85. 2023 Pension Benefits

    (1)Mr. Martha, Ms. Parkhill, and Mr. White do not participate in the Company’s defined benefit pension plans. (2)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)Mr. ten Hoedt participates in a pension plan for Swiss employees. The amount for Mr. ten Hoedt represents ordinary contributions into the pension plan and are shown as a negative payment. The increase in the Present Value of Accumulated Benefit includes these amounts. The Medtronic Retirement Plan for Certain Participants and Beneficiaries (MRP for CPB) consists of two types of benefits, the Final Average Pay Pension (FAPP) 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. ten Hoedt participates in the Medtronic Pension Fund (“MPF”). The MPF is a qualified cash balance pension plan available to all eligible employees working for Medtronic entities in Switzerland. The Company and employee contributions vary by age. For Mr. ten Hoedt specifically, the annual contributions during fiscal year 2023 were 15.5% for the Company and 9% for the employee. Pensionable salary includes base salary and paid annual incentive. Additionally, each year a participant’s account will earn interest, as set by the Pension Board, credited at the end of the calendar year. For fiscal year 2023, interest of 6% was credited. The MPF also provides risk benefits in case of a participant’s death or disability, which are fully insured. There is no vesting, meaning that the full pension account is granted to the participant on termination of employment. A participant leaving the Company may receive the accrued pension fund in the following ways: (1) transfer the fund to a block account; (2) receive the fund in cash, subject to taxation; or (3) in the case of a retirement, receive the funds as an annual pension, either in cash or a combination of pension and cash. The benefits currently paid under the Medtronic Retirement Plan for Certain Participants and Beneficiaries (the “MRP for CPB”) are limited to an annual maximum of $305,000, 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 MRP for CBP 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 performance share plan) pursuant to the Capital Accumulation Plan. NRPS benefits are determined based on the qualified plan formula (FAPP or PPA) in which the executive elected to participate. The NRPS benefit calculated on the FAPP 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 was determined based on a declining balance schedule using an interest rate of 6% until April 2023 when the interest rate provided to all plan participants during the installment period was changed to 2%, generally for retirements or terminations after April 28, 2023. The 6% interest will be preserved for Ms. Parkhill, Mr. White and Mr. Salmon if they terminate or retire on or before April 30, 2027. This interest rate change aligns to standard market practice and reinforces our fiscal responsibility for Medtronic. 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.

  86. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation

  87. 2023 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) ($) | | Geoffrey S. Martha | CAP | $— | $— | $48,667 | $— | $2,922,413 | | | NRPS | $657,079 | $49,326 | $20,150 | $— | $726,556 | | Karen L. Parkhill (1) | CAP | $— | $— | $— | $— | $— | | | NRPS | $237,167 | $38,874 | $5,866 | $— | $281,907 | | Sean M. Salmon | CAP | $623,773 | | $27,475 | $— | $1,268,518 | | | NRPS | $— | $— | $— | $— | $— | | Rob ten Hoedt (1) | N/A | $— | $— | $— | $— | $— | | Robert J. White | CAP | $— | $— | $1,240 | $— | $192,252 | | | NRPS | $391,286 | $49,326 | $6,377 | $— | $446,989 |

  88. 2023 Nonqualified Deferred Compensation

    CAP = Capital Accumulation Plan NRPS = Nonqualified Retirement Plan Supplement (1)Ms. Parkhill and Mr. ten Hoedt 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). (2)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.

  89. 2023 Nonqualified Deferred Compensation

    | Name | Contributions | | Geoffrey S. Martha | $— | | Karen L. Parkhill | $— | | Sean M. Salmon | $623,773 | | Rob ten Hoedt | $— | | Robert J. White | $— |

  90. 2023 Nonqualified Deferred Compensation

    (3)These amounts are included in the current year’s Summary Compensation Table in the All Other Compensation column. (4)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. (5)The following amounts of Aggregate Balance from the table above have been reported in the Summary Compensation Table from prior fiscal years:

  91. 2023 Nonqualified Deferred Compensation

    | Name | Contributions | | Geoffrey S. Martha | $2,250,860 | | Karen L. Parkhill | $193,183 | | Sean M. Salmon | $— | | Rob ten Hoedt | $— | | Robert J. White | $63,397 |

  92. 2023 Nonqualified Deferred Compensation

    CAPITAL ACCUMULATION PLAN The Capital Accumulation Plan allows U.S. executives of Medtronic to defer: •Up to 50% of their base salary; •Up to 80% of their annual incentive plan payments; •Up to 80% of their commissions (applicable only to those executives in a commission plan); and •Up to 80% of their cash long-term incentive plan payments. 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.

  93. 2023 Nonqualified Deferred Compensation

    | | Return on Funds 12 months as of April 28, 2023 | | Medtronic plc Stock Fund | (9.85)% | | Income Fund | 3.24% | | Growth Fund | 6.85% | | International Equity Index | 8.66% | | Capital Preservation Fund | 0.83% | | U.S. Equity Index | 8.34% | | Bond Index | 3.78% | | Retirement Income | 5.01% | | Retirement 2015 | 5.14% | | Retirement 2020 | 5.35% | | Retirement 2025 | 5.76% | | Retirement 2030 | 6.25% | | Retirement 2035 | 6.67% | | Retirement 2040 | 6.96% | | Retirement 2045 | 7.16% | | Retirement 2050 | 7.22% | | Retirement 2055 | 7.23% | | Retirement 2060 | 7.26% | | Inflation Protected | 3.65% | | 10T-100 | 1.88% | | 10T-120 | 2.25% |

  94. 2023 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). 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. PSUs Under the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan and the 2021 Medtronic plc Long Term Incentive Plan certain participants are allowed to defer the receipt of earned performance share units for a specified period or until a specific date. This deferral election can be between 5%-80% in 5% increments. FINAL AVERAGE PAY PENSION (FAPP) Available to employees hired before May 1, 2005, the Final Average Pay Pension is a component of the Medtronic Retirement Plan for Certain Participants and Beneficiaries (MRP for CPB). The benefit amount is based on several factors which include the length of service and the average of the employee’s highest five consecutive years of salary. Employees become vested in the MRP for CPB after five years or once they reach age 62. Employees can generally receive their pension benefit if they retire from Medtronic at age 55 and have 10 years of vesting service, or if they retire at or after age 62. NONQUALIFIED RETIREMENT PLAN SUPPLEMENT (NRPS) The NRPS is designed to restore benefits lost under the PPA, PIA, FAPP or MCC due to covered compensation limits prescribed by the Internal Revenue Code. 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 was determined based on a declining balance schedule using an interest rate of 6% until April 2023 when the interest rate provided to all plan participants during the installment period was changed to 2%, generally for retirements or terminations after April 28, 2023. The 6% interest will be preserved for Ms. Parkhill, Mr. White and Mr. Salmon if they terminate or retire on or before April 30, 2027. This interest rate change aligns to standard market practice and reinforces our fiscal responsibility for Medtronic. 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 (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. Employees become vested in MCC after three years of employment.

  95. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control COMPANY SEVERANCE PRACTICES Mr. Martha, Ms. Parkhill and Messrs. Salmon, ten Hoedt and White 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 that Mr. Martha, Ms. Parkhill or Messrs. Salmon, ten Hoedt or White’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. The forecasted MIP payout must be determined at the time severance is calculated and paid. Our NEOs are not entitled to any severance or other termination benefits in connection with a termination for any other reason. The table below illustrates the payments due upon involuntary termination as described in the section above, assuming a termination date of April 28, 2023.

  96. Potential Payments Upon Termination or Change of Control

    | Name | Severance Amount (1) | Welfare Benefits (2) | Total | | Geoffrey S. Martha | $2,700,000 | $57,589 | $2,757,589 | | Karen L. Parkhill | $1,822,465 | $60,114 | $1,882,579 | | Sean M. Salmon | $1,734,000 | $60,114 | $1,794,114 | | Rob ten Hoedt | $1,814,735 | $42,306 | $1,857,042 | | Robert J. White | $1,589,078 | $60,114 | $1,649,193 |

  97. Potential Payments Upon Termination or Change of Control

    (1)Mr. Martha’s amount includes two times his base salary ($2,700,000) and the lesser of the MIP payout or the target value ($0). Ms. Parkhill’s amount includes two times her base salary ($1,822,465) and the lesser of the MIP payout or the target value ($0). Mr. Salmon’s amount includes two times his base salary ($1,734,000) and the lesser of the MIP payout or the target value ($0). Mr. ten Hoedt’s amount includes two times his base salary ($1,814,735) and the lesser of the MIP payout or the target value ($0). Mr. White’s amount includes two times his base salary ($1,589,078) and the lesser of the MIP payout or the target value ($0). (2)Amounts represent payments for 24 months of health benefits and outplacement assistance. 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. 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: •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; •another party becomes the beneficial owner of at least 30% of Medtronic’s outstanding voting stock; or •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. 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 December 9, 2021, shareholders approved the 2021 Medtronic plc Long Term Incentive Plan which replaced the Medtronic, Inc. 2013 Stock Award and Incentive Plan, which previously 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 2021 Medtronic plc Long Term Incentive Plan, the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan, or the 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 will lapse only 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 on April 28, 2023: (1) the change of control occurred and (2) the Company terminates executive’s employment other than for cause or disability or the executive terminates employment for good reason.

  98. Potential Payments Upon Termination or Change of Control

    | Name | Severance Amount (1)(2) | Accelerated Vesting of Performance Share Units (3) | Accelerated Vesting of Stock Options (4) | Accelerated Vesting of Restricted Stock Units (5) | Present Value Of Increased Pension Benefits (6) | Other (7) | Total | | Geoffrey S. Martha | $8,126,500 | $16,204,472 | $— | $6,727,792 | $— | $508,938 | $31,567,702 | | Karen L. Parkhill | $4,699,556 | $6,177,753 | $— | $2,567,381 | $— | $237,549 | $13,682,240 | | Sean M. Salmon | $4,198,327 | $4,861,701 | $— | $1,916,391 | $864,350 | $92,858 | $11,933,627 | | Rob ten Hoedt | $4,662,819 | $4,205,245 | $— | $1,743,372 | $704,154 | $459,871 | $11,775,462 | | Robert J. White | $4,064,903 | $5,065,219 | $— | $2,020,258 | $— | $286,556 | $11,436,936 |

  99. Potential Payments Upon Termination or Change of Control

    (1)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 2023’s annual bonus or the average of the annual bonuses for the three most recently completed fiscal years. (2)This amount also includes the prorated value of the greater of fiscal year 2023’s annual bonus or the average of the annual bonuses for the three most recently completed fiscal years. (3)This amount represents the value of unvested performance share units (at target) and dividend-equivalent units as of April 28, 2023, at the closing price on that date of $90.95. (4)This amount represents the market gain (or intrinsic value) of unvested options as of April 28, 2023, at the closing price on that date of $90.95. (5)This amount represents the value of unvested restricted stock units, RSUs and dividend-equivalent units as of April 28, 2023, at the closing price on that date of $90.95. (6)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)This amount represents the estimated value of the 3-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.

  100. Pay versus Performance Table

    Pay versus Performance Table

  101. Pay versus Performance Table

    | Year(1) | Summary Compensation Table (SCT) Paid to Martha (2) | Compensation Actually Paid (CAP) Paid to Martha (3) | Summary Compensation Table (SCT) Paid to Ishrak (2) | Compensation Actually Paid (CAP) Paid to Ishrak (3) | Average SCT Total for Other NEOs (2) | Average CAP to Other NEOs (3) | Value of Initial Fixed $100 Investment Based on(4): | | Net Income Attribu-table to Medtronic | Organic Revenue Growth (5) | | | | | | | | | TSR (MDT) | Peer Group TSR | | | | 2023 | $15,394,633 | $3,321,325 | n/a | n/a | $5,392,087 | $843,886 | $98.97 | $131.43 | $3,758 | 2.1% | | 2022 | $17,861,949 | $2,950,145 | n/a | n/a | $7,628,327 | $2,907,405 | $109.87 | $123.71 | $5,039 | 5.5% | | 2021 | $17,507,326 | $30,651,481 | $8,348,288 | $16,158,120 | $7,864,709 | $13,930,588 | $134.80 | $132.61 | $3,606 | 3.0% |

  102. Pay versus Performance Table

    (1) The Chief Executive Officer (“CEO”) and named officers for the applicable years were as follows: •FY23: Geoffrey S. Martha served as the Company’s CEO for the entirety of FY23. The Company’s other named officers for FY23 were: Karen L. Parkhill; Sean M. Salmon; Rob ten Hoedt; and Robert J. White. •FY22: Geoffrey S. Martha served as the Company’s CEO for the entirety of FY22. The Company’s other named officers for FY22 were: Karen L. Parkhill; Ivan Fong; Robert J. White; Rob ten Hoedt; and Bradley E. Lerman. •FY21: Geoffrey S. Martha was appointed CEO from President effective April 27, 2020 (CEO), Omar Ishrak retired from the position CEO effective April 26, 2020 and transitioned to the role of Executive Chairman effective April 27, 2020 and retired as Executive Chairman effective December 11, 2020. The Company’s other named officers for FY21 were: Karen L. Parkhill; Bradley E. Lerman; Robert J. White; Richard E. Kuntz; and Michael J. Coyle. (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in which the named officer served as CEO in the case of Messrs. Martha and Ishrak and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s named officers other than the individual serving as CEO for all or a portion of such years. (3) Amounts reported in this column represent the amount of “Compensation Actually Paid” or “CAP” as computed per SEC rules. These amounts do not reflect the actual amount of compensation earned by or paid to the individual(s) during the applicable fiscal year. The following table summarizes the adjustments made to total compensation in accordance with Item 402(v) of Regulation S-K in order to determine the compensation amounts shown in the table above as being “Compensation Actually Paid”.

  103. Pay versus Performance Table

    | Adjustments | 2023 | | 2022 | | 2021 | | | | | Geoff Martha | Other NEOs(a) | Geoff Martha | Other NEOs(a) | Geoff Martha | Omar Ishrak | Other NEOs(a) | | Total from Summary Compensation Table (b) | $15,394,633 | $5,392,087 | $17,861,949 | $7,628,327 | $17,507,326 | $8,348,288 | $7,864,709 | | Adjustments for defined benefit and actuarial plans | | | | | | | | | Subtract: Change in Actuarial Present Value reported under the “Change in Pension | $— | $(169,064) | $— | $(43,448) | $— | $(46,223) | $— | | Add:“Service Cost” for Pension Plans | $— | $65,036 | $— | $36,654 | $— | $220,000 | $— | | Adjustments for stock and options awards | | | | | | | | | Subtract: Grant date fair value of option and stock awards granted in the fiscal year | $(13,601,045) | $(4,208,643) | $(13,512,795) | $(5,759,881) | $(13,415,762) | $(2,529,970) | $(5,022,761) | | Add: Fair value at fiscal year end of outstanding and unvested option and stock awards granted in the fiscal year (c) | $12,988,510 | $4,004,121 | $8,542,744 | $4,220,707 | $22,572,320 | $— | $7,351,143 | | Add/Subtract: Year-over-Year change in fair value of outstanding and unvested option and stock awards granted in prior fiscal years (d) | $(7,796,433) | $(2,584,074) | $(9,863,245) | $(2,768,446) | $4,159,382 | $3,172,281 | $2,795,957 | | Add: Vesting date fair value of option and stock awards granted and vesting during the fiscal year (e) | $— | $13,896 | $— | $116,722 | $— | $3,960,645 | $778,078 | | Add/Subtract: Change as of the vesting date (from the end of the prior fiscal year) in fair value of option and stock awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year, less the fair value (as of end of prior fiscal year) of prior year awards that failed to vest (f) | $(3,664,339) | $(1,669,474) | $(78,508) | $(523,230) | $(171,785) | $3,033,099 | $163,462 | | Total Impact: Adjustments for option and stock awards | $(12,073,308) | $(4,444,174) | $(14,911,804) | $(4,714,128) | $13,144,155 | $7,636,056 | $6,065,879 | | Compensation Actually Paid | $3,321,325 | $843,886 | $2,950,145 | $2,907,405 | $30,651,481 | $16,158,120 | $13,930,588 |

  104. Pay versus Performance Table

    a.Amounts are averages for the NEOs (excluding CEOs) for each fiscal year b.Represents Total Compensation as reported in the Summary Compensation Table for each fiscal year c.Represents the aggregate fair value as of each fiscal year-end of outstanding and unvested option and stock awards granted during the covered fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. d.Represents the aggregate change in fair value during each fiscal year of the outstanding and unvested option and stock awards granted in prior fiscal years and held as of the last day of the covered fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. e.Represents the aggregate fair value as of the vesting date of for each option and stock award that was granted and vested during the covered fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. f.Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option and stock award that was granted in a prior fiscal year and which vested during the covered fiscal year, less the fair value as of the end of the prior fiscal year of option and stock awards that were granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year, in each case computed in accordance with the Company’s methodology used for financial reporting purposes. (4) The Peer Group TSR in the table utilizes the S&P 500 Health Care Index (S&P 500 Health Care Index), which the company also utilizes in the stock performance graph required by Item 201(e) of Regulation S-K included in the 2023 Form 10-K. The comparison assumes $100 (including reinvested dividends) was invested for the period starting April 24, 2020 through April 28, 2023 (i) the company and (ii) the S&P 500 Health Care Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) The company selected organic revenue growth as the most important financial performance measure that is not otherwise required to be disclosed in the table used to link compensation actually paid to our NEOs including our CEO for the most recently completed fiscal year to the company’s performance. Organic revenue growth represents FY23 revenue in comparison to FY22 revenue at constant currencies adjusted for significant acquisitions and divestitures. Top line Revenue Growth (constant currency) continues to be a key driver of shareholder value.